Marshall Heinberg
About Marshall Heinberg
Marshall Heinberg, age 68, is an independent director and non-executive Chair of the Board at Custom Truck One Source (CTOS). He has served on the CTOS Board since 2021 and was appointed Chair to coordinate independent directors and oversee governance processes; he is also designated an Audit Committee financial expert. He earned a B.S. in Economics from the University of Pennsylvania (Wharton) and a J.D. from Fordham Law School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MAH Associates, LLC | Founder & Managing Director | Since 2012 | Strategic advisory/consulting |
| Oppenheimer & Co. / CIBC World Markets | Head of Investment Banking (U.S. at CIBC), Senior Managing Director | 1987–2012 (IB career); CIBC 2001–2008; Oppenheimer 2008–2012 | Led U.S. investment banking; senior leadership roles |
| Burford Capital | Senior Advisor | 2015–Jul 2020 | Litigation finance advisory |
| Ecology and Environment, Inc. | Executive Chairman; Director | Exec Chair Sep 2018–Dec 2019; Director Apr 2017–Dec 2019 | Audit & Compensation Committees; oversaw sale to WSP |
| PAE Inc. (public) | Chairman of the Board; Director | Feb 2020–Feb 2022 | Compensation & Audit Committees |
| ChannelAdvisor (public) | Director | Dec 2019–Nov 2022 | Audit & Compensation Committees; Chair of Transaction Committee during sale to CommerceHub |
| Union Carbide Corporation (subsidiary of Dow) | Director | Current | Corporate oversight |
| Universal Biosensors; Galmed Pharmaceuticals | Director | Until Mar 2021; Until Jun 2022 | Board roles at public companies |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ContextLogic Inc. (public) | Director | Current | Chair, Nominating & Corporate Governance; Audit Committee member |
| Union Carbide Corporation (subsidiary of The Dow Chemical Company) | Director | Current | Corporate oversight (subsidiary governance) |
Board Governance
- Chair of the Board (non-executive): sets agendas with management and Operating Council, presides at executive sessions of independent directors, and serves as liaison to the CEO; formally appointed by the Board .
- Independence: Determined independent under NYSE/SEC rules; CTOS qualifies as a controlled company (Platinum ~70% ownership) and therefore is exempt from certain NYSE committee independence requirements .
- Committee assignments: Member of Audit Committee; named Audit Committee Financial Expert alongside Paul Bader; Audit Committee composed entirely of independent directors .
- Attendance: Board met 5 times in FY2024; all directors attended at least 75% of Board and committee meetings; Audit Committee met 4 times in FY2024 .
- Governance structure: No Nominating & Governance Committee due to controlled company status; Platinum has extensive nomination rights and Operating Council control while above ownership thresholds, with Heinberg among Platinum nominees to the CTOS Board .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board Chair cash retainer | $200,000 | Paid quarterly in arrears under non-employee director policy |
| Committee/meeting fees | Not disclosed as separate fees | Policy provides annual cash retainer; no per-meeting fees disclosed |
2024 Director Compensation (Marshall Heinberg):
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | $200,000 | $235,159 | $435,159 |
Policy Reference:
| Policy Element | Standard Director | Board Chair |
|---|---|---|
| Annual cash retainer | $100,000 | $200,000 |
| Annual RSU grant (grant date value) | $125,000 | $225,000 |
| RSU vesting | One installment on date immediately preceding 1st anniversary; accel on CoC | Same |
Performance Compensation
- Equity form: Annual restricted stock units (RSUs) for directors vest time-based; no performance-vested director equity or options disclosed. Chair RSUs sized to $225,000 grant date value; number of units based on 5-day average closing price ending March 31 of grant year (e.g., $5.88 in 2024) .
- Options: None outstanding for Heinberg; options outstanding disclosed only for Mark Ein .
Director Equity Grant and Vesting
| Item | Detail |
|---|---|
| 2024 RSU grant fair value | $235,159 (Chair) |
| RSUs outstanding (12/31/2024) | 39,993 units |
| Vesting terms | Single installment before 1st anniversary; change-in-control acceleration per Director Equity Program |
Performance Metrics Table (Director Equity)
| Metric | Applies to Director Compensation? | Source |
|---|---|---|
| Adjusted EBITDA | No (director grants are time-based RSUs) | |
| TSR/stock price hurdles | No (director grants are time-based RSUs) | |
| ESG or other non-financial | No disclosure |
Other Directorships & Interlocks
| Company | Type | Role | Committees |
|---|---|---|---|
| ContextLogic Inc. | Public | Director | Chair, Nominating & Corporate Governance; Audit member |
| Union Carbide Corporation (Dow subsidiary) | Private (subsidiary) | Director | Corporate oversight |
Interlocks/Influence:
- Platinum-controlled governance: Heinberg is a Platinum nominee to the CTOS Board within a structure granting Platinum broad nomination and consent rights, including committee majority rights while above thresholds; CTOS operates as a controlled company with exemptions from certain NYSE requirements .
- Corporate Advisory Services Agreement: Platinum receives ongoing advisory fees ($1.25M per annum from 2025), representing a related-party arrangement overseen by the Board/Audit Committee; governance vigilance is warranted .
Expertise & Qualifications
- Financial expertise: Designated Audit Committee financial expert; multi-decade investment banking leadership at CIBC/Oppenheimer; public company board chair and committee experience (audit, compensation, nom/gov) .
- Legal and governance credentials: J.D. from Fordham; leadership of transaction committees and governance committees at multiple public companies .
- Industry breadth: Advisory roles across industrials, services, and technology commerce platforms; experience with sale transactions and M&A .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Marshall Heinberg | 463,849 | <1% (*) | Includes 120,000 shares owned by spouse |
| RSUs outstanding (Heinberg) | 39,993 units | N/A | Unvested director equity |
| Pledging/Hedging | Prohibited by Insider Trading Policy | N/A | No pledging of company stock allowed |
| Ownership Guidelines | Applicable to compensated non-employee directors; compliance by Dec 31, 2026 (or sixth Dec 31 post-appointment) | N/A | Individual compliance status not disclosed |
(*) Less than one percent.
Governance Assessment
-
Strengths
- Independent, financially sophisticated Chair with Audit Committee financial expert designation; enhances board oversight of financial reporting and risk .
- Active Audit Committee member; Audit Committee fully independent; regular meetings and required reports filed; formal complaint and related-party review procedures .
- Clear anti-hedging and pledging prohibitions and clawback policy; director stock ownership guidelines established for alignment .
-
Concerns and overhangs
- Controlled company: Platinum owns ~69% and nominates directors (including Heinberg) with broad consent rights and Operating Council control; lack of a nominating committee concentrates influence, potentially constraining independent renewal and board refreshment .
- Related-party dynamics: Platinum advisory fee arrangement persists ($1.25M per year from 2025), requiring strong independent oversight to safeguard minority shareholder interests .
-
Director Incentives and Alignment
- Chair compensation mix skews to cash retainer ($200k) and annual RSUs ($~235k grant-date fair value); RSUs vest time-based without performance hurdles, offering alignment but limited pay-for-performance linkage for directors .
- Beneficial ownership of 463,849 shares (including spouse holdings) supports some alignment; no pledging permitted .
-
RED FLAGS
- Controlled company with Platinum nomination rights and no nominating committee, combined with Platinum’s advisory fee agreement, elevates potential conflict-of-interest risk and minority shareholder governance concerns .
- Heinberg’s status as a Platinum nominee, despite independence under NYSE rules, may create perceived independence challenges regarding matters involving Platinum interests .
Overall: Heinberg’s financial acumen and governance experience are positives for board effectiveness. However, CTOS’s controlled-company framework and Platinum-related arrangements require disciplined independent oversight—particularly from the Audit Committee and independent Chair—to maintain investor confidence .