Ryan McMonagle
About Ryan McMonagle
Ryan McMonagle, age 47, is Chief Executive Officer of Custom Truck One Source (CTOS) and a Class C director (non‑independent), serving on the board since 2023. He joined CTOS as CFO in 2015, became COO in 2017, President in 2021, and CEO on March 20, 2023. He holds an MBA from Harvard Business School and a Bachelor’s in finance from Southern Methodist University, with prior roles as CFO of Sound United/DEI Holdings, CFO & Chief Development Officer of Smashburger, and early career at Bain & Company . Performance under his leadership included company cumulative TSR reported at $97.78 in 2023 and $77.83 in 2024 per a fixed $100 base, and Adjusted EBITDA of $339.7 million for 2024; Q3 2025 delivered year‑over‑year revenue growth of 7.8% to $482.1 million and Adjusted EBITDA growth of 19.6% to $96.0 million, with guidance reaffirmed .
Past Roles
| Organization | Role | Years (appointment) | Strategic impact |
|---|---|---|---|
| Custom Truck One Source | Chief Executive Officer | 2023–present (appointed 3/20/2023) | Leads growth across T&D markets; reaffirmed 2025 guidance |
| Custom Truck One Source | President | Appointed 2021 | Expanded operations and commercial execution |
| Custom Truck One Source | Chief Operating Officer | Appointed 2017 | Drove integration and operational scale post‑Blackstone and transaction era |
| Custom Truck One Source | Chief Financial Officer | Appointed 2015 | Built finance function and capital structure post investment |
| Sound United / DEI Holdings | Chief Financial Officer | Prior to CTOS (years not disclosed) | Integrated Polk Audio, Definitive Technology, Directed Electronics |
| Smashburger | CFO & Chief Development Officer | Prior to CTOS (years not disclosed) | Corporate development and financial leadership |
| Bain & Company | Consultant | Early career | Strategy and operations foundations |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Custom Truck One Source (Board) | Class C Director (non‑independent) | Director since 2023 | Dual role (CEO + Director); no committee assignments |
Fixed Compensation
| Component (2024) | Amount / % | Notes |
|---|---|---|
| Base salary | $850,000 | Set by amended CEO agreement (April 26, 2024) |
| Target bonus (%) | 100% of base (amended from 50% in April 2024) | Short‑Term Incentive Plan (STIP) |
| Actual bonus paid (2024) | $0 | Thresholds not met; no STIP payout |
| Perquisites | $6,865 401(k) match; $16,083 company vehicle costs | Company vehicle + retirement contributions |
Performance Compensation
| Incentive | Metric | Weighting | Threshold / Target / Max | Actual (2024) | Payout | Vesting |
|---|---|---|---|---|---|---|
| STIP (cash) | Adjusted EBITDA | 70% | $427.0m / $469.0m / $511.0m | $339.7m | 0% | Cash (annual) |
| STIP (cash) | Adjusted Unlevered Free Cash Flow | 30% | $165.0m / $235.0m / $306.0m | $2.2m | 0% | Cash (annual) |
| LTIP (PSUs, 2021 Tranche 2) | Adjusted EBITDA (prior year) | N/A | Target set per award | 2023 goal certified at 72% of target; 18% of eligible PSUs vested 12/31/2024 | 18% of eligible tranche acquired | Vests based on annual certification; stock/cash settle per plan |
| LTIP (PSUs, 2022 Tranche 2 granted for 2024) | Adjusted EBITDA (2024 cycle) | N/A | Target set Feb 2024 | Not met; forfeited prior to vest | 0% | Forfeited |
| LTIP (RSUs) | Time‑based | N/A | 25% annual vest schedule | Ongoing | Ongoing | 25% vests each April 1 |
PSU frameworks include stock‑price and Adjusted EBITDA tranches with alternative schedules to maximize earned shares; RSUs vest 25% annually over four years beginning April 1 of the cycle .
Equity Ownership & Alignment
| As of 12/31/2024 | Quantity | Market value (at $4.81/share) |
|---|---|---|
| Unvested RSUs (all grants) | 325,000 units | $1,563,250 |
| Unearned PSUs outstanding | 162,500 units | $781,625 |
| Shares acquired on vesting (2024) | 242,176 shares | $1,352,117 |
- Executive stock ownership guidelines apply to officers and compensated directors, with compliance expected by December 31, 2026 (or within six year‑ends after becoming subject) .
- Hedging and pledging are prohibited by CTOS’s Insider Trading Policy (no margin accounts, no using company stock as collateral) .
- Clawback policy adopted per NYSE Dodd‑Frank rules mandates recovery of erroneously awarded incentive compensation over a three‑year lookback upon restatements .
Employment Terms
| Provision | Key terms |
|---|---|
| CEO Employment Agreement | Initial 5‑year term (effective March 20, 2023), auto‑renews annually; CEO nominated to board while serving; base salary $850,000; target annual bonus 100% of base; eligible for equity under 2019 Omnibus Plan |
| Restrictive covenants | Confidentiality, non‑disparagement, plus 24‑month post‑termination non‑compete and non‑solicit |
| Severance (no change in control) | 2x base salary ($1,700,000) paid over 24 months; pro‑rated annual bonus ($850,000 target reference); up to 24 months health benefits ($43,077 est.); total illustrative $2,593,077 assuming 12/31/2024 event |
| Severance (with change in control) | Cash severance + pro‑rated bonus + benefits as above; RSU acceleration valued at $1,563,250 if ≥80% cash consideration; total illustrative $4,156,327 at 12/31/2024 |
| Equity acceleration (CIC) | If ≥80% cash consideration: unvested RSUs vest; PSUs vest only if CIC price meets specific targets. If <80% cash: unvested PSUs convert to time‑based vesting if CIC price meets targets; vest for one year post‑CIC on double‑trigger termination (good reason/without cause) |
Board Service, Governance, and Director Compensation
- Board service: Class C director nominee; Director since 2023; not independent and no committee assignments .
- Controlled company: Platinum Equity owns ~70%, exempting CTOS from certain NYSE independence requirements; five of ten directors are independent; CEO and Chair roles are separated (Chair: Marshall Heinberg) .
- Committees: Audit Committee comprises four independent directors (Bader, Heinberg, Jackson, Nelson); Compensation Committee chaired by Nelson with members Jackson and Wolf (two independent) .
- Board attendance: Directors attended at least 75% of Board and committee meetings in fiscal 2024 .
- Director compensation: Employee directors (including CEO) receive no board fees; unaffiliated non‑employee directors receive $100,000 cash retainer and RSUs valued at $125,000 annually (Chair $200,000 cash + $225,000 RSUs) .
Dual‑role implications: As a non‑independent CEO‑director within a controlled company structure, independence and committee representation are mitigated by separated Chair/CEO roles, independent audit oversight, and a clawback/insider trading framework .
Compensation Benchmarking and Structure
- Philosophy: Target total direct compensation near market median, with variable pay tied to performance; retention and transparency goals emphasized .
- Consultant and peer group: Farient Advisors engaged; peer group includes Terex, Federal Signal, Wabash, Herc Holdings, GATX, Alamo Group, Trinity, Alta Equipment, Shyft Group, Manitowoc, H&E, Miller Industries, Greenbrier, REV Group, McGrath RentCorp, WillScot Mobile, Douglas Dynamics .
Performance & Track Record (selected disclosures)
- 2024 outcomes: Adjusted EBITDA $339.7m; net income (loss) $(28.7)m; cumulative TSR $77.83 vs peer group TSR $135.70 .
- Q3 2025 momentum: Revenue $482.1m (+7.8% YoY); Adjusted EBITDA $96.0m (+19.6% YoY); strong utilization and signed orders; guidance reaffirmed; CEO commentary highlights sustained demand in transmission & distribution and data center‑related infrastructure .
Risk Indicators & Red Flags
- No STIP payout for 2024 indicates disciplined pay‑for‑performance alignment .
- Controlled company status limits full independence; Platinum‑nominated Operating Council influences agenda; monitored via Audit/Compensation committees and separated Chair role .
- Hedging/pledging prohibited; formal clawback adopted—reduces alignment risks associated with executive trading or restatements .
Investment Implications
- Strong alignment: Large unvested RSU/PSU holdings and ownership guidelines tie value realization to multi‑year performance and stock price targets; hedging/pledging prohibitions and clawback enhance governance .
- Retention risk appears contained: 24‑month non‑compete/non‑solicit and 2x salary severance for CEO, plus time‑based vesting protections under certain CIC structures, support continuity .
- Trading signals: Annual RSU vesting on April 1 may create periodic liquidity events; 2024 STIP zero and 2024 PSU forfeitures suggest tighter near‑term cash comp, while Q3 2025 performance momentum and reaffirmed guidance are positive operational signals .
- Governance context: Controlled company status necessitates attention to board independence and committee oversight; current separation of Chair/CEO and independent Audit Committee are mitigating factors .