Paul Bader
About Paul Bader
Paul Bader, age 66, has served as an independent Class A director of Custom Truck One Source, Inc. since 2021, with his current term expiring in 2026. He is the Audit Committee chair and is designated an audit committee financial expert. Bader is an adjunct professor at the USC Leventhal School of Accounting (since January 2018) and formerly a partner at Ernst & Young LLP, where he held senior leadership roles before retiring in 2016; he holds a BS in accounting and an MA in taxation from USC.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP | Partner; senior leadership (Partner in Charge NY International Tax; Managing Partner NY Tax; Managing Partner Metro NY; Vice Chair Americas M&A; Americas Private Equity; Americas Director of Strategy) | Through 2016 | Consulted with digital media companies on global operations in final seven years |
| USC Leventhal School of Accounting | Adjunct Professor | Since Jan 2018 | Teaching/academic role |
| Interior Logic Group | Director; Audit Committee Chair; member of Nominating & Governance and Compensation Committees | Current (dates not disclosed) | Audit chair leadership; committee service |
| PAE Inc. | Director; Audit Committee Chair; member of Nominating & Governance and Compensation Committees | Prior (ended by 2022 acquisition) | Committee leadership and governance oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Carnegie Hall | Board member | Prior (dates not disclosed) | Non-profit governance |
| Citizens Budget Commission | Board member | Prior (dates not disclosed) | Non-profit governance |
| American Red Cross | Board member | Prior (dates not disclosed) | Non-profit governance |
Board Governance
- Committee assignments: Audit Committee (Chair), with four independent members; Bader and Heinberg designated as audit committee financial experts. The Audit Committee met four times in FY2024.
- Independence: Bader is one of five independent directors on a 10-member board. CTOS is a NYSE “controlled company” (Platinum Equity ~70%), exempt from certain NYSE independence requirements.
- Board leadership: Independent Chairman (Marshall Heinberg) coordinates executive sessions and information flow; CEO and Chair roles are separated.
- Attendance: Board held five meetings in FY2024; all directors attended at least 75% of Board and committee meetings.
Fixed Compensation
| Component | Amount | Basis/Detail |
|---|---|---|
| Annual cash retainer | $100,000 | Paid quarterly in arrears to unaffiliated non-employee directors |
| Committee chair fees | Not disclosed | No committee chair cash fee disclosure in proxy |
| Meeting fees | Not disclosed | No per-meeting fee disclosed |
| Equity grant (RSUs) – grant date fair value (2024) | $130,642 | Annual RSUs to unaffiliated non-employee directors; RSUs vest one installment before first anniversary |
| RSU grant mechanics | Price basis $5.88/share (avg 5 trading days ending Mar 31, 2024) | Annual grant on April 1; number = $125,000 ÷ average price (rounded) |
Performance Compensation
| Item | Status | Notes |
|---|---|---|
| Director bonus/option awards | None disclosed | Non-employee directors receive cash retainers and time-based RSUs; no performance-tied director pay is disclosed |
| Performance metrics for director compensation | Not applicable | RSUs vest time-based; no TSR/EBITDA metrics tied to director pay |
Other Directorships & Interlocks
| Company | Public/Private | Role | Committees |
|---|---|---|---|
| Interior Logic Group | Private | Director | Audit Chair; Nominating & Governance; Compensation |
| PAE Inc. (acquired 2022) | Public (former) | Director | Audit Chair; Nominating & Governance; Compensation |
- Registration Rights Agreement: Bader (and immediate family) were PIPE investors in 2021 and are parties to registration rights with CTOS; standard resale registration arrangements were provided.
Expertise & Qualifications
- Deep accounting and audit expertise; former EY partner; designated Audit Committee financial expert.
- Strategic leadership across tax, M&A, private equity, and corporate strategy; governance experience as audit chair.
- Academic engagement (USC Leventhal adjunct) supports technical rigor in oversight.
- Education: BS Accounting and MA Taxation (USC).
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 93,804 | Less than 1% of outstanding common stock |
| RSUs outstanding (12/31/2024) | 22,218 | Unvested RSUs at FY-end |
| Options outstanding | None | Mark Ein has options; Bader does not |
| Hedging/pledging | Prohibited | Insider Trading Policy bans hedging and pledging/margin accounts |
| Stock ownership guidelines | In effect; directors subject to retainer multiple with compliance by Dec 31, 2026 or 6th year after becoming subject | Specific multiple not disclosed; ongoing compliance requirement |
Governance Assessment
- Strengths: Independent director with substantial audit/accounting expertise; chairs an all-independent Audit Committee; formal prohibitions on hedging/pledging and a clawback policy; consistent meeting attendance; equity grants align director interests, with ownership guidelines in place.
- Environmental context: CTOS is a controlled company with Platinum Equity (~70%) maintaining consent rights over major actions, reduced committee independence requirements (no nominating committee; comp committee not fully independent), and an Operating Council nominated by Platinum—board effectiveness relies on independent directors’ oversight within these constraints.
- Conflicts/related party exposure: No Bader-specific related party transactions disclosed; standard Registration Rights Agreement participation as a PIPE investor; Audit Committee oversees related-person transactions.
- RED FLAGS: Controlled company structure and Platinum consent rights over significant corporate actions; absence of a dedicated nominating/governance committee; however, these are structural board-level risks rather than Bader-specific conflicts.