Mary Jackson
About Mary Jackson
Vice Admiral Mary Jackson (age 58) is an independent director of Custom Truck One Source, Inc. (CTOS) serving since 2022. She retired from the U.S. Navy in July 2020 after 30+ years, including command of USS McFAUL (DDG 74) and Naval Station Norfolk, and enterprise leadership at Navy Installations Command overseeing a $7.5B portfolio and 53,000 personnel. She holds a B.S. in Physics (Oceanography emphasis) from the U.S. Naval Academy and an M.S. in Engineering Management from George Washington University. She is classified as independent by CTOS’s Board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United States Navy | Surface Warfare Officer; Commander, USS McFAUL (DDG 74); Commanding Officer, Naval Station Norfolk; Flag Officer roles at Navy Installations Command | Retired July 2020 (career spanned 30+ years) | Managed global shore installations; accountable for $7.5B budget and 53,000 personnel; operations, security, crisis response, and family services across 71 installations in 10 regions |
| PAE Inc. (public; acquired 2022) | Director; Compensation & Audit Committee member | Apr 2021–Feb 2022 | Committee service on compensation and audit |
External Roles
| Organization | Ticker | Role | Status |
|---|---|---|---|
| Victory Capital Holdings | NASDAQ: VCTR | Director | Current |
| Jacobs | NYSE: J | Director | Current |
| Greater Jacksonville Area USO; Surface Navy Association; US Naval Academy Foundation; Blue Star Families Racial Equity Committee; Centerstone Jacksonville Advisory Council | — | Non-profit board/advisory roles | Current/ongoing (as disclosed) |
Board Governance
- Independence: CTOS Board determined Jackson is independent under NYSE/SEC rules; CTOS is a “controlled company” (Platinum Equity owns ~70%) and utilizes certain NYSE exemptions.
- Committee memberships: Audit Committee member; Compensation Committee member (Compensation Committee chaired by Georgia Nelson). Audit Committee chaired by Paul Bader; all Audit Committee members are independent.
- Attendance: Board held 5 meetings in FY2024; all directors attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting.
- Board leadership: Chairperson of the Board is Marshall Heinberg, who coordinates independent directors and presides executive sessions, functioning in a lead independent oversight capacity.
| Governance Item | Detail |
|---|---|
| Independence status | Independent director |
| Audit Committee | Member (committee is fully independent; Chair: Paul Bader) |
| Compensation Committee | Member (Chair: Georgia Nelson; includes non-independent David Wolf under controlled company exemption) |
| Attendance (FY2024) | ≥75% for Board and committee meetings; attended 2024 AGM |
| Board leadership | Chair coordinates independent director activities and executive sessions |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual cash retainer ($) | $100,000 | $100,000 |
| Stock awards ($) | $126,566 (RSUs) | $130,642 (RSUs) |
| Total ($) | $226,566 | $230,642 |
| Policy (non-employee director) | Cash: $100,000; RSUs: $125,000; grants effective April 1 each year; vest one installment prior to first anniversary; Board chair: cash $200,000, RSUs $225,000 |
- RSU grant mechanics: number of RSUs determined by dividing $125,000 by the average closing price over five trading days ending March 31; vest in one installment immediately prior to first anniversary; accelerated vesting upon change in control per director program terms.
Performance Compensation
Directors do not receive performance-based pay at CTOS; equity grants are time-based RSUs under the Director Equity Program.
| RSU Grant Detail (Director Program) | 2024 |
|---|---|
| Grant date | April 1, 2024 |
| RSUs (#) | 22,218 (outstanding at 12/31/2024) |
| Grant-date fair value ($) | $130,642 |
| Vesting | Single installment immediately prior to first anniversary of grant (subject to service) |
| Change-of-control terms | Accelerated vesting upon change in control; details per director program |
Other Directorships & Interlocks
| Company | Relationship to CTOS (supplier/customer/competitor) | Interlock/Conflict Indicator |
|---|---|---|
| Victory Capital Holdings (VCTR) | Asset manager; no disclosed transactional ties to CTOS | None disclosed |
| Jacobs (J) | Engineering/consulting firm; no disclosed transactional ties to CTOS | None disclosed |
| PAE Inc. (prior) | Government services; no current CTOS tie | Prior public board; no ongoing interlock |
No related-party transactions involving Mary Jackson were disclosed; CTOS’s Item 404 related-party section highlights transactions involving other parties (e.g., Ross family/R&M Equipment Rental) but none for Jackson.
Expertise & Qualifications
- Strategic leadership of large-scale operations (shore installations; port/air ops; crisis response) with budget accountability ($7.5B) and workforce management (53,000 personnel).
- Technical education and operational credentials (Physics, Engineering Management; Navy command roles); Audit Committee service indicates financial literacy.
- Governance experience across public boards and compensation/audit committee work (PAE; current roles at VCTR and Jacobs).
Equity Ownership
| Metric | Amount |
|---|---|
| Total beneficial ownership (shares) | 55,173 shares (as of April 17, 2025) |
| Ownership % of outstanding | Less than 1% |
| RSUs outstanding (12/31/2024) | 22,218 |
| Options (exercisable/unexercisable) | None |
| Hedging/pledging | Prohibited by Insider Trading Policy |
| Stock ownership guidelines | Executives and compensated non-employee directors subject to guidelines, target by 12/31/2026; director-specific compliance status not disclosed |
Governance Assessment
- Strengths: Independent director with robust operational and risk oversight background; dual committee membership (Audit and Compensation) enhances board effectiveness; adherence to anti-hedging/pledging and clawback policies supports alignment and accountability.
- Alignment: Receives standard non-employee director pay (cash + time-based RSUs) with clear vesting and change-of-control terms; beneficial ownership present, though modest.
- Risks/RED FLAGS (company-level context): CTOS is a controlled company (Platinum ~70%) and does not maintain a nominating/governance committee; Compensation Committee includes a non-independent member (Wolf) under NYSE controlled-company exemptions; Platinum holds extensive consent rights over major actions, which can concentrate influence. These factors may constrain independent oversight despite the presence of independent directors like Jackson.
- Attendance/engagement: Board/committee attendance thresholds met (≥75%); all directors attended the 2024 annual meeting, indicating engagement.
Overall, Mary Jackson’s independent status, committee roles, and operational expertise bolster board oversight at CTOS, but controlled-company governance structure and committee composition (non-independent member on Compensation) are structural risks investors should monitor.