Thomas Rich
About Thomas Rich
Thomas Rich, age 58, is President — Rentals at Custom Truck One Source (CTOS), a role he assumed in 2023 after serving as Executive Vice President — Rentals since 2021. He began his rental career at Yancey Bros. Caterpillar (rising to VP of Sales), then led rental at Custom Truck & Equipment (from 2006) and later served as EVP — Rentals at Custom Truck LP (from 2015) before CTOS’s Acquisition in 2021 . For 2024, CTOS’s corporate performance missed thresholds on both Adjusted EBITDA ($339.7M vs $427.0M threshold) and Adjusted Unlevered Free Cash Flow ($2.2M vs $165.0M threshold), resulting in no STIP payout for NEOs, including Rich, signaling pay-for-performance alignment in the year .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Custom Truck One Source (CTOS) | President — Rentals | 2023–present | Leads rental business; elevated from EVP to President to drive segment execution . |
| Custom Truck One Source (CTOS) | EVP — Rentals | 2021–2023 | Senior leadership of rentals post-Acquisition integration . |
| Custom Truck LP | EVP — Rentals | 2015–2021 | Led rentals across the platform pre-CTOS public listing . |
| Custom Truck & Equipment, LLC | Led rental organization | 2006–2015 | Built and scaled the rental organization foundation . |
| Yancey Bros. Caterpillar | Sales rep → VP Sales | Not disclosed | Progressed to VP Sales; core grounding in rental/sales operations . |
External Roles
- No external directorships or public company board roles disclosed for Rich in the proxy .
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary ($) | 450,000 | 450,000 | 490,385 (actual paid; base increased to $500,000 effective 2/26/2024) |
| Target bonus (% of salary) | 65% (employment agreement) | 65% | 65% |
| Bonus ($) | 31,250 | — | — |
| Non‑equity incentive plan (STIP) ($) | 253,295 | 266,175 | — (thresholds not met) |
| All other comp ($) | 25,116 | 14,093 | 17,372 (company vehicle) |
Notes:
- 2024 base salary reset to $500,000 (11% increase; effective 2/26/2024) aligning to role/market; salary actually earned in SCT reflects partial-year at prior rate .
Performance Compensation
Short-Term Incentive Plan (STIP) – 2024 Design and Outcome
| Metric | Weight | Threshold (50% payout) | Target (100%) | Max (175%) | 2024 Actual | Payout |
|---|---|---|---|---|---|---|
| Adjusted EBITDA (corporate) | 70% | $427.0M | $469.0M | $511.0M | $339.7M | 0% |
| Adjusted Unlevered Free Cash Flow (corporate) | 30% | $165.0M | $235.0M | $306.0M | $2.2M | 0% |
- 2024 target bonus for Rich: 65% of year-end base salary; no award paid due to underperformance vs thresholds .
- STIP thresholds/targets calibrated to exceed fixed cash commitments; non-GAAP definitions reconciled in Annex A of the proxy .
Long-Term Incentive Plan (LTIP) – Grants and Vesting
| Award | Grant date | Type | Target/Units | Grant date fair value ($) | Vesting schedule | Performance metrics |
|---|---|---|---|---|---|---|
| 2022 LTIP (Tranche 2 for FY2024) | 2/28/2024 | PSU | 25,000 | 156,000 | Earned based on FY2024 goal; part of multi-year PSU structure | Adjusted EBITDA goal set by Comp Committee for FY2024 . |
| Policy context | — | — | — | — | Company uses RSUs and PSUs; no new stock options granted currently | Mix of stock price hurdles and EBITDA targets across PSU tranches (see program description) . |
2024 Stock vested: Rich had 136,100 shares vest (RSUs/PSUs) with $761,641 value realized (based on closing prices on vesting dates) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (4/17/2025) | 286,377 shares; less than 1% of outstanding (226,475,766 shares) . |
| Unvested RSUs (12/31/2024) | 200,000 units (25,000 from 5/27/21; 25,000 from 7/08/21; 150,000 from 8/02/22); market value $962,000 at $4.81/share . |
| Unearned PSUs (12/31/2024) | 100,000 units from 8/02/22; market/payout value $481,000 at $4.81/share . |
| Near-term vesting cadence | 2021 RSUs: 25% vests each April 1 beginning 2022; 2022 RSUs: 25% vests each April 1 beginning 2024 (Rich); remaining tranches imply scheduled April 1 vesting in 2025–2027, subject to service . |
| Hedging/pledging | Prohibited; no options, margin accounts, hedges, or pledges allowed under Insider Trading Policy . |
| Ownership guidelines | Executives expected to meet share ownership multiples by 12/31/2026 or sixth December 31 after becoming subject; applies to NEOs including Rich . |
| Equity plan overhang | As of 12/31/2024, 3,787,624 unvested RSUs/PSUs outstanding company-wide; 5.70M shares available for future grants under 2019 Plan . |
Employment Terms
| Term | Detail |
|---|---|
| Employment agreement | Dated Nov 2, 2021; initial 5-year term; auto-renews for successive one-year periods . |
| Current role/title | President — Rentals (promoted 2023); previously EVP — Rentals . |
| Base salary (agreement) | Initially $450,000; 2024 base salary set to $500,000 effective 2/26/2024 . |
| Target annual bonus | 65% of base salary, based on company and/or individual performance . |
| Equity eligibility | RSUs and PSUs under 2019 Omnibus Incentive Plan . |
| Restrictive covenants | Confidentiality, non-disparagement, and 12-month post-termination non-compete and non-solicit . |
| Clawback | NYSE/Dodd-Frank compliant mandatory recovery policy for erroneously received incentive comp (3-year lookback) . |
| 280G/4999 | “Best net” cutback; no excise tax gross-up . |
| Hedging/pledging | Prohibited . |
| Registration rights | Party to 2021 Registration Rights Agreement among PIPE investors and the Company . |
Severance and Change-in-Control Economics (Rich)
| Scenario | Severance ($) | AIP ($) | Benefits continuation ($) | Accelerated RSU/PSU vesting ($) | Total ($) |
|---|---|---|---|---|---|
| Termination without cause / good reason (no CIC) | 500,000 | 325,000 | 28,139 | — | 853,139 |
| Termination without cause / good reason in connection with CIC | 500,000 | 325,000 | 28,139 | 962,000 | 1,815,139 |
| Death | — | — | 178,139 | — | 178,139 |
| Disability | — | — | 28,139 | — | 28,139 |
| CIC (no termination) | — | — | — | 962,000 | 962,000 |
Notes:
- AIP column reflects target annual award amount used for severance calculations; actual STIP for 2024 paid 0 .
Compensation Structure Analysis
- Shift toward salary market alignment: 2024 base moved to $500,000 (+11%) for role/responsibility increases; maintains 65% bonus target, with zero payout given threshold miss, preserving leverage to performance .
- Equity remains primary at-risk vehicle: 2024 PSU accounting grant (25,000 target; $156,000 GDFV) ties to EBITDA; outstanding unvested RSUs/PSUs (aggregate $1.44M at 12/31/24 reference price) support retention and performance linkage .
- No options or repricings: Company currently does not grant new stock options; program relies on RSUs/PSUs; no option exercises by NEOs in 2024 .
Performance & Track Record
- Role execution: Long-tenured rental leader across CTE/CTL/CTOS platforms; promoted to President — Rentals in 2023, indicating internal confidence in execution capability .
- 2024 outcomes: Company performance missed STIP thresholds (Adj. EBITDA and Adj. UFFCF), resulting in no annual bonus payout, consistent with program design .
Investment Implications
- Alignment and retention: Rich’s compensation is meaningfully at-risk (zero STIP in 2024; multi-year PSUs tied to EBITDA/price), and he holds substantial unvested RSUs/PSUs with scheduled April 1 vesting through 2027, which supports retention but may create periodic supply from vesting/settlement windows .
- Limited selling/pledging risk: Hedging and pledging are prohibited; beneficial stake is modest (<1%), reducing forced-sale risk but also indicating limited personal downside exposure relative to total outstanding shares .
- Downside protection under CIC: One-times salary and target bonus plus accelerated vesting under CIC provide stability; “best net” cutback avoids shareholder-unfriendly tax gross-ups .
- Pay-for-performance discipline: 2024 no-payout outcome and PSU ties to EBITDA support program credibility; watch EBITDA and free cash flow trajectory as key levers for Rich’s realized pay and potential equity unlocks .