Paul Jolas
Executive Vice President, General Counsel and Corporate Secretary at Custom Truck One Source
Executive
About Paul Jolas
Paul M. Jolas, age 61, is Executive Vice President, General Counsel and Corporate Secretary at Custom Truck One Source (CTOS) since July 31, 2023, with 35+ years of legal experience across corporate, securities, M&A, governance, and transactions; BA in Economics from Northwestern and JD from Duke . His compensation is tied to company performance via a 65% target bonus and LTIP PSUs/RSUs; 2023 STIP paid at 91% on Adjusted EBITDA, while 2024 STIP paid zero as EBITDA and Adjusted Unlevered FCF missed thresholds . Company pay-versus-performance disclosures show net income of $50.7m in 2023 and $(28.7)m in 2024; Adjusted EBITDA was $426.9m in 2023 and $339.7m in 2024; cumulative TSR indices were 97.78 in 2023 and 77.83 in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| U.S. Concrete, Inc. (NASDAQ: USCR) | SVP, General Counsel & Corporate Secretary | 2013–2022 | Led public company legal, governance and transactions through complex industry cycles . |
| Regency Energy Partners LP (NYSE: RGP) | EVP, Chief Legal Officer & Corporate Secretary | 2009 | Oversaw legal for midstream MLP; corporate governance and deal execution . |
| Trinity Industries, Inc. (NYSE: TRN) | Various legal roles; VP, Deputy GC & Corporate Secretary | 2006–2009 | Supported diversified industrial operations and financing transactions . |
| KB Home (NYSE: KBH) | Senior Regional Counsel (Texas) | 2004–2006 | Managed regional legal matters for major homebuilder . |
| Radiologix, Inc. (AMEX: RGX) | GC, EVP & Corporate Secretary | 1996–2004 | Led legal during growth and industry consolidation in diagnostic imaging . |
| Haynes and Boone, LLP | Corporate Securities Associate | 1989–1996 | Advised on securities and corporate transactions . |
External Roles
No current public company board service disclosed for Mr. Jolas. Education: BA Northwestern; JD Duke .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 165,385 (partial year) | 430,000 |
| Target Bonus (%) | 65% | 65% |
| Target Bonus ($) | 279,500 | 279,500 |
| Actual STIP Bonus ($) | 107,313 | — (no payout; thresholds not met) |
Performance Compensation
Annual STIP metrics and outcomes
| Year | Metric | Weight | Threshold | Target | Max | Actual | Payout |
|---|---|---|---|---|---|---|---|
| 2023 | Adjusted EBITDA | 100% | $391.5m | $435.0m | $478.5m | $426.9m | 91% |
| 2024 | Adjusted EBITDA | 70% | $427.0m | $469.0m | $511.0m | $339.7m | 0% |
| 2024 | Adjusted Unlevered FCF | 30% | $165.0m | $235.0m | $306.0m | $2.2m | 0% |
Notes: 2024 STIP was purely formulaic on corporate metrics; no discretionary bonuses awarded for NEOs .
LTIP structure and awards (PSUs/RSUs)
| Award Type | Grant Date | Units | Vesting / Performance | Status/Notes |
|---|---|---|---|---|
| RSU Award 1 | 7/31/2023 | 67,500 | Time-based; 25% annually starting 4/1/2024 | Outstanding; partial vest occurred in 2024 . |
| RSU Award 2 | 7/31/2023 | 67,500 | Time-based; 25% annually starting 4/1/2025 | Outstanding . |
| PSU Tranche 1 | 7/31/2023 | 67,500 | 30-day stock price target per year (2023–2027) | Outstanding; subject to market goals . |
| PSU Tranche 2 | 7/31/2023 | 8,438 (2023 perf slice) of 67,500 | Adjusted EBITDA target/threshold with straight-line interpolation; vests end of subsequent year | 18% certified for 2023 perf; vested 12/31/2024 . |
| PSU Tranche 2 (2024 perf slice) | 2/28/2024 (deemed grant) | 16,874 | Adjusted EBITDA for FY2024; would vest 12/31/2025 if achieved | Performance not met; forfeited prior to vest . |
Change-in-control treatment: if ≥80% cash consideration, RSUs vest; PSUs vest if stock-price targets met; otherwise PSUs convert to time-based vesting if stock-price thresholds are met; double-trigger acceleration applies on termination without cause/for good reason within 1 year post-CoC when consideration is not all cash .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial Ownership (as of 4/17/2024) | 10,234 shares; <1% of outstanding |
| Outstanding RSUs (unvested) at 12/31/2024 | 50,625 ($243,506) and 67,500 ($324,675) |
| Outstanding PSUs (unearned) at 12/31/2024 | 33,750 ($162,338) and 33,750 ($162,338) |
| Shares pledged as collateral | Prohibited under Insider Trading Policy; pledging and hedging not allowed . |
| Stock Ownership Guidelines | Executives expected to satisfy a salary-multiple guideline by 12/31/2026 or sixth Dec 31 after becoming subject; must maintain minimum thereafter . |
| 2024 Shares Vested (value realized) | 22,968 shares; $128,532 (RSU/PSU vestings on 4/1/2024 and 12/31/2024) . |
Employment Terms
| Term | Detail |
|---|---|
| Role/Start | EVP, General Counsel & Corporate Secretary; effective 7/31/2023; initial 5-year term; auto-renews for successive 1-year terms . |
| Fixed/Variable Pay | Base salary $430,000; target annual bonus 65% of base (corporate metrics and/or individual objectives) . |
| Severance (no CoC) | 1x base salary, pro-rated current-year bonus based on actual performance, 12 months benefits continuation (illustrative 12/31/2024 amounts: $430,000; $279,500; $16,581) . Updated illustrative at 12/31/2024 disclosed in 2025 proxy: $430,000; $279,500; $17,422 . |
| Severance (with CoC) | Same cash as above plus RSU acceleration (e.g., $834,300 at 12/31/2024; $568,181 at 12/31/2024 per 2025 proxy) . |
| CoC Equity Terms | RSUs accelerate if ≥80% cash consideration; PSUs vest or convert to time-based if stock-price thresholds met; double-trigger acceleration if terminated without cause/for good reason within 1 year post-CoC when consideration not all cash . |
| Restrictive Covenants | Confidentiality, non-disparagement; 12-month post-termination non-compete and non-solicit . |
| Clawback | Mandatory recovery of erroneously received incentive compensation over prior 3 years upon restatements, per NYSE rules . |
| Tax Gross-Ups | No excise tax gross-ups; “best net” 280G cutback applies . |
Performance Compensation Details
| Year | Incentive Type | Metric | Weight | Targeting Approach | Vesting |
|---|---|---|---|---|---|
| 2023 | STIP (cash) | Adjusted EBITDA | 100% | Formulaic thresholds/targets above fixed cash commitments | Paid at 91% of target . |
| 2024 | STIP (cash) | Adjusted EBITDA, Adjusted Unlevered FCF | 70% / 30% | Corporate-only; no discretion; thresholds not met | No payout . |
| 2023–2027 | PSU Tranche 1 | 30-day stock price targets | — | Market-based; per-year tests; unmet portions can vest in later years within performance period . | End of each performance year . |
| 2023–2027 | PSU Tranche 2 | Adjusted EBITDA (target/threshold; interpolation) | — | Accounting grant deemed when goals set; vesting for 2023 perf certified at 18% and vested 12/31/2024; 2024 perf missed and forfeited | End of subsequent performance year . |
Investment Implications
- Pay-for-performance alignment: 2024 cash bonus paid zero due to misses on EBITDA and unlevered FCF; 2023 paid 91% on EBITDA. This indicates a tight link between cash incentives and corporate results; equity PSUs for 2024 were forfeited, further reinforcing performance discipline .
- Retention risk vs. acceleration: RSUs vest annually on April 1 and can accelerate on high-cash change-of-control; PSUs can convert to time-based vesting under certain CoC outcomes and double-trigger on termination, which mitigates retention risk during strategic events but may create supply overhang if vestings cluster around corporate actions .
- Ownership alignment: Beneficial ownership is modest (10,234 shares), but significant unvested RSUs/PSUs and formal ownership guidelines (due by 12/31/2026) provide alignment; hedging/pledging is prohibited, reducing misalignment risk .
- Trading signals: Scheduled RSU/PSU vest dates (RSUs on April 1; PSUs at year-end when certified) can correspond to potential selling windows; 22,968 shares vested in 2024, realized value $128,532—monitor Form 4s around these dates for sell-to-cover or discretionary sales .
- Governance protections: No excise tax gross-ups and a robust clawback policy support shareholder-friendly posture; compensation committee uses independent consultant and peer benchmarking across industrial and equipment rental peers (e.g., Terex, Herc, H&E, REV Group, etc.) .
Citations: