DEF 14A of Custom Truck One Source, Inc., Apr 26, 2024

DEF 14A of Custom Truck One Source, Inc.

Filed Apr 26, 2024 · FY20230001709682-24-000029

Open on EDGAR

  1. BOARD OF DIRECTORS

    BOARD OF DIRECTORS

  2. Composition of the Board of Directors

    Composition of the Board of Directors Our business and affairs are managed by and under the direction of our Board. Our bylaws provide that, subject to our Amended and Restated Stockholders’ Agreement and our Third Amended and Restated Certificate of Incorporation (the "Charter"), the total number of directors constituting the Board shall be determined from time to time by resolution of the Board. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires. On April 1, 2021, a subsidiary of Nesco Holdings, Inc. ("Nesco") acquired Custom Truck One Source, L.P. ("Custom Truck LP") (the "Acquisition"), and Nesco changed its name to "Custom Truck One Source, Inc." ("we," "our," "us," "CTOS" or "the Company"). In connection with the Acquisition, an affiliate of Platinum Equity, LLC (“Platinum”) made an investment and became the majority stockholder of the Company. Certain affiliates of Capitol Acquisition Management IV LLC and Capitol Acquisition Founder IV LLC ("Capitol") retained their ownership positions in the Company. In connection with the Acquisition, the Company, Platinum, certain affiliates of Energy Capital Partners (“ECP”), Capitol and certain other shareholders and members of the Company’s management entered into an Amended and Restated Stockholders’ Agreement, effective upon consummation of the Acquisition, which was further amended and restated on April 14, 2023 (as amended and restated, the "Amended and Restated Stockholders’ Agreement"). The Amended and Restated Stockholders’ Agreement provides that so long as Platinum beneficially owns 50% or more of our common stock issued and outstanding (the "Platinum Director Nomination Threshold"), Platinum has the right to designate up to seven nominees for the election to the Board, three of whom are required to be independent directors. Each Platinum designee director who is not an independent director will have the number of votes as determined in accordance with Article Fifth of the Charter. In addition to the foregoing, so long as Platinum beneficially owns a number of shares of our common stock that is (a) equal to or greater than 30% of the total number of shares of common stock issued and outstanding and (b) greater than the number of shares of common stock owned by any other person or group of affiliated persons (the "Platinum Ownership Threshold"), Platinum also has the right to (i) designate any number of directors described in the second sentence of this paragraph, so long as the total number of votes of all such designees does not exceed the total number of votes constituting a majority of all votes of all directors minus one and (ii) designate up to two additional nominees for election to the Board, each of such designated directors pursuant to (i) or (ii) shall have a number of votes in accordance with Article Fifth of the Charter. Pursuant to the Amended and Restated Stockholders’ Agreement, ECP has the right to designate one nominee for the election to the Board so long as it beneficially owns at least 4.5% of our common stock, and Capitol has the right to designate one nominee for the election to our Board so long as it beneficially owns at least 50% of the common stock it held as of the closing of the Acquisition. Additionally, the Chief Executive Officer of the Company shall hold a seat on the Board. Except as set forth above with respect to the Platinum designee directors, each director has one vote in any matter submitted to the Board for its consideration. Our Board currently consists of 11 directors. In addition to Messrs. McMonagle and Ross, both CTOS employees, Messrs. Bader, Samson, Heinberg, Glatt, Wolf and Ms. Nelson and Vice Admiral Jackson are Platinum nominees, Mr. D’Argenio is an ECP nominee, and Mr. Ein is a Capitol nominee.

  3. Terms and Classes of Directors

    Terms and Classes of Directors Our Board is divided into three staggered classes of directors. At each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the class whose term is then expiring. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our Board has determined that Messrs. Bader, D’Argenio, Ein, and Heinberg, Vice Admiral Jackson, and Ms. Nelson, representing six of our 11 directors, are "independent" as that term is defined under the applicable rules and regulations of the SEC and the listing requirements and rules of the NYSE. Pursuant to the Amended and Restated Stockholders’ Agreement and the Charter, each of Messrs. Samson, Glatt and Wolf has three votes on the Board.

  4. Biographies

    Biographies The following table sets forth the names, ages as of April 17, 2024, and certain other information for each of the members of our Board with terms expiring at the Annual Meeting and for each of the continuing members of our Board:

  5. Biographies

    | Name | Class | Independent | Age | Director Since | Audit Committee | Compensation Committee | Current Term Expires | Expiration of New Term | | Nominees for Director | | | | | | | | | | Marshall Heinberg | B | Yes | 67 | 2021 | • (F) | | 2024 | 2027 | | Louis Samson | B | No | 51 | 2021 | | | 2024 | 2027 | | David Wolf | B | No | 48 | 2021 | | • | 2024 | 2027 | | Continuing Directors | | | | | | | | | | Fred Ross | C | No | 66 | 2021 | | | 2025 | 2025 | | Georgia Nelson | C | Yes | 74 | 2021 | • | Chair | 2025 | 2025 | | Mary Jackson | C | Yes | 57 | 2022 | • | • | 2025 | 2025 | | Ryan McMonagle | C | No | 46 | 2023 | | | 2025 | 2025 | | Paul Bader | A | Yes | 65 | 2021 | Chair(F) | | 2026 | 2026 | | Rahman D'Argenio | A | Yes | 45 | 2019 | | • | 2026 | 2026 | | Mark D. Ein | A | Yes | 59 | 2019 | | | 2026 | 2026 | | David Glatt | A | No | 47 | 2021 | | | 2026 | 2026 |

  6. Biographies

    (F) Audit Committee Financial Expert

  7. Nominees for Director

    Nominees for Director

  8. Marshall Heinberg

    Marshall Heinberg Mr. Heinberg is the founder of, and since 2012 has served as Managing Director of, MAH Associates, LLC, which provides strategic advisory and consulting services to various companies. Mr. Heinberg serves on the board of directors of the publicly held company ContextLogic Inc., where he also serves as the chair of the nominating and corporate governance committee and a member of the audit committee. Mr. Heinberg served as chairman of the board of directors and on the compensation and audit committees of the publicly held company PAE Inc. from February 2020 until its acquisition by Amentum Government Services Holdings LLC in February 2022. Mr. Heinberg also served on the board of directors, including the audit and compensation committees, of the publicly held company ChannelAdvisor from December 2019 until the Company was acquired by CommerceHub in November 2022. Mr. Heinberg served as the Chairman of the Transaction Committee for ChannelAdvisor until the company was acquired. From 2015 to July 2020, he served as a senior advisor to Burford Capital, a litigation finance company. He served as executive chairman of the board of directors of Ecology and Environment Inc., a publicly traded environmental consulting firm, from September 2018 until its acquisition by WSP Global Inc. in December 2019, and on its board of directors, audit and compensation committees from April 2017 until the acquisition. Mr. Heinberg began his investment banking career in 1987 in the corporate finance division of Oppenheimer & Co. Inc., which was acquired by the Canadian Imperial Bank of Commerce, or CIBC, in 1997. He served as head of the investment banking department and as a senior managing director of Oppenheimer from 2008 until 2012, and as the head of U.S. investment banking at CIBC World Markets from 2001 until 2008. Mr. Heinberg serves on the board of directors of Union Carbide Corporation, a subsidiary of The Dow Chemical Company. He was also previously a director of Universal Biosensors, Inc. until March 2021 and a director of the publicly traded company Galmed Pharmaceuticals Limited until June 2022. Mr. Heinberg received a B.S. in economics from the University of Pennsylvania Wharton School of Business and a J.D. from Fordham Law School. The Board believes that Mr. Heinberg’s extensive financial and business knowledge and experience allow him to make valuable contributions to the Board. Mr. Heinberg was selected to serve on our Board due to his experience in finance and management.

  9. Louis Samson

    Louis Samson Mr. Samson is Co-President at Platinum Equity, where he leads its New York, Greenwich and London-based investment teams, manages the operations of those offices and is a member of Platinum Equity’s Investment Committee. Mr. Samson joined Platinum Equity in 2007. He oversees M&A transactions executed by his teams and, together with Platinum Equity’s Operations Team, also provides oversight to portfolio companies following their acquisition. Prior to joining Platinum Equity, Mr. Samson was a Managing Director in the Mergers & Acquisitions Group at CIBC World Markets, the investment banking subsidiary of the Canadian Imperial Bank of Commerce. Prior to his role at CIBC World Markets, Mr. Samson was a Mergers & Acquisitions attorney at Stikeman Elliott LLP, a Canadian law firm. Mr. Samson is a graduate of Ottawa University Law School and Le Petit Seminaire de Quebec College. Mr. Samson previously served as director of PAE Inc. Mr. Samson was selected to serve on our Board due to his experience in finance and management.

  10. David Wolf

    David Wolf Mr. Wolf joined Platinum Equity in 2009 and is a Managing Director and the M&A Finance Lead of the firm’s East Coast deal team. Mr. Wolf is responsible for due diligence, underwriting and execution of acquisition and divestiture transactions out of Platinum Equity’s flagship buyout funds in collaboration with other East Coast deal team leadership. Upon acquisition, Mr. Wolf works closely with acquired companies’ management teams to optimize financial operations. Mr. Wolf held past and holds current roles on the Operating Councils of all investments made out of Platinum Equity’s East Coast deal team since its inception. Prior to joining Platinum Equity, Mr. Wolf held senior roles at Ernst & Young for approximately 10 years in their Transaction Advisory Services practice in Chicago, Miami and New York. At Ernst & Young, Mr. Wolf worked with various leading private equity and corporate clients, advising them on buy and sell side transactions and strategic projects. He is a Certified Public Accountant in the state of Illinois (license currently inactive) and received his bachelor’s degree in Accountancy from the University of Illinois at Urbana-Champaign. Mr. Wolf was selected to serve on our Board due to his experience in finance and management.

  11. Continuing Directors

    Continuing Directors

  12. Fred Ross

    Fred Ross Mr. Ross founded Custom Truck & Equipment, LLC, the predecessor to Custom Truck, in 1996 and was actively involved in all aspects of the specialty equipment business, including the entry into new markets and product categories, growing CTE to become one of the leading specialty equipment sales and rental companies. Mr. Ross was the Chief Executive Officer of CTE until affiliates of Blackstone purchased a majority interest in CTE in February 2015, along with several other entities, forming Custom Truck. Mr. Ross served as the Chief Executive Officer of Custom Truck until March 20, 2023, when he assumed the role of Founder. Mr. Ross has been a member of Custom Truck’s board of directors since its acquisition by Blackstone. Mr. Ross was selected to serve on our Board due to his knowledge of the Company and our business.

  13. Georgia Nelson

    Georgia Nelson Prior to her retirement in June 2019, Ms. Nelson was President and CEO of PTI Resources, LLC, an independent consulting firm, since 2005. Prior to this role, Ms. Nelson retired in 2005 from Edison International, where she had been President of Midwest Generation EME, LLC since 1999 and General Manager of Edison Mission Energy Americas since 2002. Her business responsibilities have included management of regulated and unregulated power operations and a large energy trading subsidiary as well as the construction and operation of power generation projects worldwide. She has had extensive experience in business negotiations, environmental policy matters and human resources. She has served as a director of Cummins Inc since 2004, Ball Corporation since 2006, and Sims Metal Management Limited since 2014. In December 2017, she retired as a director of CH2M Hill Companies Ltd., a privately-held company, where she had served as a director since 2010. In May 2021, she retired as director of TransAlta Corporation, where she had served as a director since 2014. She serves on the advisory committee of the Kellogg Center for Executive Women at Northwestern University. In November 2012, Ms. Nelson was named to the 2012 National Association of Corporate Directors (NACD) Directorship 100 in recognition of exemplary leadership in the boardroom and promoting the highest standards of corporate governance. Ms. Nelson is an NACD Board Fellow. Ms. Nelson received a Bachelor’s degree from Pepperdine University and an MBA from the University of Southern California. Ms. Nelson was selected to serve on our Board due to her knowledge of the Company and our business.

  14. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION In April 2021, our Board approved the following annual cash retainers and annual equity grants for our non-employee directors who are not affiliated with Platinum Equity (our "unaffiliated non-employee directors"):

  15. DIRECTOR COMPENSATION

    | Annual cash retainer, payable quarterly in arrears | $100,000 | | Board chairperson cash retainer, payable quarterly in arrears | $200,000 | | Restricted stock units(1) | $125,000 | | Board chairperson restricted stock units(1) | $225,000 |

  16. DIRECTOR COMPENSATION

    (1) The number of shares of common stock granted is determined from the quotient of $125,000 (or $225,000 for the chair of our Board) and the average closing price of one share of our common stock on the NYSE for the period of five trading days ending on March 31. Our Chief Executive Officer, Founder and our directors who are affiliated with Platinum Equity, including Messrs. Glatt, Samson and Wolf, do not receive compensation for their service as directors. In April 2022, our Board approved a non-employee director equity compensation program (the "Director Equity Program"), effective April 1, 2023. Under the Director Equity Program, each unaffiliated non-employee director receives an annual grant on April 1 of each year of a number of restricted stock units determined by dividing $125,000 (or $225,000 for the chair of our Board) by the average closing price of one share of our common stock on the NYSE for the period of five trading days ending on March 31 of the applicable year (rounded to the nearest whole share). These annual restricted stock unit awards under the Director Equity Program vest in one installment on the date immediately preceding the first anniversary of the date of grant, subject to continued service through the applicable vesting date and accelerated vesting in the event of a change in control. We also reimburse our directors for the cost of any necessary training and education courses, as well as reimburse all reasonable out-of-pocket expenses (including air travel and accommodations) incurred by directors for their attendance at meetings of our Board or any committee thereof.

  17. 2023 Director Compensation Table

    2023 Director Compensation Table The table below details cash and incentive equity compensation paid to our non-employee directors during the year ended December 31, 2023.

  18. 2023 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Marshall Heinberg | $200,000 | $227,818 | $427,818 | | Louis Samson | — | — | — | | David Wolf | — | — | — | | Bryan Kelln(2) | — | — | — | | Georgia Nelson | $100,000 | $126,566 | $226,566 | | Mary Jackson | $100,000 | $126,566 | $226,566 | | David Glatt | — | — | — | | Paul Bader | $100,000 | $126,566 | $226,566 | | Rahman D'Argenio(3) | $100,000 | $126,566 | $226,566 | | Mark D. Ein | $100,000 | $126,566 | $226,566 |

  19. 2023 Director Compensation Table

    (1) The amounts in this column reflect the grant date fair value of restricted stock units granted computed in accordance with ASC Topic 718. Each grant was made effective April 1, 2023. Please refer to Note 14 to our Consolidated Financial Statements contained in our 2023 Annual Report on Form 10-K for information about the grant date fair value of these awards. The number of restricted stock units was determined from the quotient of $125,000 (or $225,000 for the chair of our Board) and the average closing price of one share of our common stock on the NYSE for the period of five trading days ending on March 31, 2023, or $6.71 per share. (2) Mr. Kelln resigned from our Board, effective as of June 15, 2023. (3) Affiliated with ECP and has assigned the compensation for his service on the Board to be paid to an affiliate of ECP. The table below shows the aggregate numbers of option awards (exercisable and unexercisable) and restricted stock unit awards held as of December 31, 2023 by each non-employee director who served on our Board in 2023.

  20. 2023 Director Compensation Table

    | Name | Options Outstanding at Fiscal Year End | Restricted Stock Units Outstanding at Fiscal Year End | | Marshall Heinberg | — | 33,552 | | Louis Samson | — | — | | David Wolf | — | — | | Bryan Kelln | — | — | | Georgia Nelson | — | 18,640 | | David Glatt | — | — | | Paul Bader | — | 18,640 | | Rahman D'Argenio | — | 18,640 | | Mark D. Ein | 20,000 | 18,640 | | Mary Jackson | — | 18,640 |

  21. Biographies

    Biographies The following table identifies certain information about our executive officers as of April 17, 2024. Our executive officers are appointed by, and serve at the discretion of, our Board and each holds office until his successor is duly elected and qualified or until his earlier death, resignation, or removal. Fred Ross, as of April 17, 2024, our Founder and a director, has siblings who work for the Company, including Joseph Ross, his brother, who is an executive officer. Otherwise, there are no family relationships among any of our directors or executive officers.

  22. Ryan McMonagle

    Ryan McMonagle Mr. McMonagle, age 46, became the Chief Executive Officer of Custom Truck One Source on March 20, 2023. He joined Custom Truck as CFO in 2015, following Blackstone’s investment. He became Chief Operating Officer of Custom Truck One Source in 2017 and President in 2021. Previously, Mr. McMonagle was CFO of Sound United and DEI Holdings, a portfolio company of Charlesbank Capital Partners, where he was responsible for the continued integration of multiple businesses: Polk Audio, Definitive Technology, and Directed Electronics. Mr. McMonagle was previously CFO and Chief Development Officer for Smashburger, a portfolio company of Consumer Capital Partners. Mr. McMonagle started his career at Bain and Company. Mr. McMonagle received his MBA from Harvard Business School and Bachelor’s degree in finance from Southern Methodist University.

  23. Christopher J. Eperjesy

    Christopher J. Eperjesy Mr. Eperjesy, age 56, became our Chief Financial Officer on August 15, 2022. He most recently served as the Chief Financial Officer of Clarios International Inc., a global energy storage company that provides low-voltage battery technologies for vehicles, from August 2020 to June 2022. From December 2018 through August 2020, he was Senior Vice President and Chief Financial Officer of Cooper Tire & Rubber Company, a company that specializes in the design, manufacture, marketing and sales of automobile and truck tires. Before joining Cooper Tire & Rubber Company, Mr. Eperjesy was Chief Financial Officer of The IMAGINE Group, a provider of printed and visual communications solutions, from August 2017 to December 2018. Prior to IMAGINE, Mr. Eperjesy was Chief Financial Officer of Arctic Cat Inc., a global manufacturer of snowmobiles and all-terrain vehicles, from February 2015 to April 2017. Prior to that, Mr. Eperjesy spent 13 years at Twin Disc Inc., a company that designs, manufactures and distributes power transmission equipment, where he was Chief Financial Officer, Vice President of Finance, Treasurer and Secretary. Mr. Eperjesy began his career as a CPA at Coopers & Lybrand. He holds a bachelor’s degree in Accounting from the University of Michigan and an MBA from Indiana University.

  24. Joseph Ross

    Joseph Ross Mr. Ross, age 52, became our President — Sales in 2021 upon the consummation of the Acquisition. Mr. Ross began his career in the Heavy Truck Industry in 1991 and was one of the co-founders of Custom Truck & Equipment, LLC, the predecessor to Custom Truck LP, in 1996 and has led the sales organization for 18 years. Mr. Ross was named the President of Sales for Custom Truck LP in 2018 and headed all HD Truck OEM relationships.

  25. Thomas Rich

    Thomas Rich Mr. Rich, age 57, became our President — Rentals in 2023 and previously served as our Executive Vice President — Rentals in 2021 upon the consummation of the Acquisition. Mr. Rich began his rental career with Yancey Bros. Caterpillar as a sales representative and moved up the organization, ultimately becoming Vice President of Sales. In 2006, he began working with Custom Truck & Equipment, LLC where he led the rental organization. In 2015, he began working for Custom Truck LP as Executive Vice President — Rentals. Mr. Jolas, age 60, became our Executive Vice President, General Counsel and Corporate Secretary in July 2023. Prior to Custom Truck One Source, Mr. Jolas served as Senior Vice President, General Counsel and Corporate Secretary of U.S. Concrete, Inc. (NASDAQ: USCR) from 2013 until 2022. Prior to joining U.S. Concrete, Inc., Mr. Jolas served as Executive Vice President, Chief Legal Officer and Corporate Secretary for Regency Energy Partners LP (NYSE: RGP) commencing in 2009. Mr. Jolas has more than 35 years of legal experience, including extensive experience with corporate, securities, corporate governance, mergers and acquisitions, finance and transactional matters. Prior to joining Regency, he served in various legal roles at Dallas-based Trinity Industries, Inc. (NYSE: TRN) from 2006 through 2009, most recently as Vice President, Deputy General Counsel and Corporate Secretary. Prior to his work at Trinity, he served as Senior Regional Counsel for the Texas division of KB Home (NYSE: KBH) from 2004 to 2006; from 1996 to 2004, he served as General Counsel, Executive Vice President and Corporate Secretary for Radiologix, Inc. (AMEX: RGX); and from 1989 to 1996, as a member of the corporate securities group for Haynes and Boone, LLP. Mr. Jolas received his Bachelor of Arts degree in Economics from Northwestern University and a Juris Doctor degree from Duke University School of Law.

  26. Independent Compensation Consultant

    Independent Compensation Consultant Our Compensation Committee retained Farient Advisors, LLC ("Farient") as its compensation consultant. In order to design a competitive executive compensation program that will continue to attract top executive talent, our Compensation Committee, in conjunction with Farient, regularly evaluates our compensation philosophy and objectives and provides guidance in administering our executive compensation program. At the Compensation Committee’s request, Farient regularly attends Compensation Committee meetings. Farient presented its report on the competitiveness of the executive compensation program for 2023 to the Compensation Committee in March 2023. The Compensation Committee and the Board considered the report in making its compensation decisions, as further described below. The Compensation Committee has evaluated Farient’s independence pursuant to the requirements of the NYSE and SEC rules and has determined that Farient’s work in advising the Compensation Committee regarding 2023 executive compensation has not raised any conflicts of interest. Farient did not provide any other services to the Company in 2023.

  27. Peer Group and Benchmarking

    Peer Group and Benchmarking Farient completed competitive market positioning reviews of the Company’s NEOs based upon an assessment of relevant total comparative company data obtained from broad-based compensation surveys of companies and publicly reported proxy statements. The comparative reviews assessed the NEOs’ base salaries, target annual bonuses (as a percentage of salary), total cash compensation and total direct compensation against the compensation paid to comparable positions reported in the surveys and, for select positions, comparable executives of the companies listed below, as reported by those companies. The surveys presented anonymized compensation data, and the identities of the individual constituent companies used for comparison were not known by the Board. These companies (our "Peer Group") generally are competitors of CTOS, conduct business in similar industries, have annual sales that we believe are comparable, or have similar business models to CTOS.

  28. Peer Group and Benchmarking

    | Custom Truck One Source, Inc. Peer Group | | | | Terex | Federal Signal | Wabash | | Herc Holdings | GATX Corp. | Alamo Group | | Trinity | Alta Equipment | Shyft Group | | Manitowoc | H&E | Miller Industries | | Greenbrier Cos. | REV Group | McGrath RentCorp | | Triton International | WillScot Mobile | Douglas Dynamics |

  29. Components of Compensation

    Components of Compensation The compensation provided to our NEOs in 2023 consisted of the same elements generally available to our non-executive employees, including base salary, annual bonuses and retirement and other benefits, each of which is described in more detail below. In addition, each of our NEOs has the opportunity to participate in an equity-based long-term incentive program. Currently, we do not view perquisites or other personal benefits as a significant component of our executive compensation program. However, we may provide perquisites and other personal benefits in situations where we believe it is appropriate to assist an individual in the performance of his or her duties, to make our executive officers more efficient and effective, and for recruitment and retention purposes. The primary elements of our NEOs’ compensation and the main objectives of each are: ■Base Salary. Base salary attracts and retains talented executives, recognizes individual roles and responsibilities, and provides stable income. ■Annual Performance-Based Incentive Compensation. Annual performance bonuses (which we refer to as our Short-Term Incentive Plan, or "STIP") promote a focus on nearer-term performance objectives by rewarding executives for their contributions toward achieving those objectives. ■Long-Term Incentive Compensation. Equity-based compensation (which we refer to as our Long-Term Incentive Plan, or "LTIP"), provided in the form of restricted stock units ("RSUs") and performance stock units ("PSUs"), aligns executives’ interests with our stockholders’ interests, emphasizes long-term financial and operational performance, and helps retain executive talent. In addition, our NEOs are eligible to participate in our health and welfare programs and our 401(k) plan on the same basis as our other employees. We also maintain employment agreements with each of our NEOs, which encourage the continued attention and dedication of our management team and allow them to focus on the value to stockholders of strategic alternatives without concern for the impact on their continued employment. Each of these elements of compensation for 2023 is described further below.

  30. Annual Bonus

    Annual Bonus To maintain a competitive compensation program and motivate our NEOs to attain short-term financial performance metrics while making progress towards longer-term growth and other goals, we provide the NEOs with the opportunity to earn a portion of their overall compensation in the form of annual cash bonuses under our STIP. Each NEO has an annual target bonus percentage set forth in his employment agreement that is expressed as a percentage of the named executive officer’s annual base salary earned for the year. The Compensation Committee works with Farient and consults with our CEO to determine the financial performance goals on which annual bonuses are earned. Annual bonuses are calculated as the product of (i) a named executive officer’s target annual incentive bonus amount (as a percentage of base salary), multiplied by (ii) a percentage based on the financial target achievement for the fiscal year. In 2023, our NEOs’ annual bonuses were based solely on our achievement of Adjusted EBITDA with no individual component or discretionary variations applied by the Compensation Committee. Annual bonuses actually paid to our NEOs reflect changes in base salary and target bonus percentage that occurred during the fiscal year as well as performance against goals.

  31. 2023 Short-Term Incentive Plan ("STIP")

    2023 Short-Term Incentive Plan ("STIP") In March 2023, the Compensation Committee considered the recommendations of Farient, market data, and other factors, including the factors it considered in making base salary rate adjustments, to approve the Company's 2023 annual incentive plan (the "2023 STIP") and the target bonus percentages of the NEO’s (expressed as a percentage of their annual base salary rates) as set forth in the below table for the fiscal year 2023. The target bonus levels were set to reflect the NEOs relative responsibility for our performance and to allocate appropriately, the total cash opportunity between base salary and incentive-based compensation.

  32. 2023 Short-Term Incentive Plan ("STIP")

    | Named Executive Officer | 2023 Target Bonus Percentage(1) | | Ryan McMonagle | 50% | | Fred Ross | 50% | | Christopher J. Eperjesy | 65% | | Joseph Ross | 65% | | Thomas Rich | 65% | | Paul M. Jolas | 65% |

  33. 2023 Short-Term Incentive Plan ("STIP")

    (1) The percentages in this column represent the percentage that was in place as of December 31, 2023. Refer to the section entitled "Actual Payouts Under the 2023 STIP" below for actual amounts. For the 2023 STIP, it was determined that earnings before interest, taxes, depreciation, amortization and other adjustments ("Adjusted EBITDA," defined below) should be used as the performance measure for determining the cash STIP bonus payable to our NEOs. Adjusted EBITDA was chosen as the appropriate performance measure to motivate our key executives, including the NEOs, to both maximize earnings and increase our enterprise value. This performance measure's threshold and target are set such that they exceed fixed cash commitments. Adjusted EBITDA is calculated as net income (loss) plus interest expense, provision for income taxes, depreciation and amortization, and further adjusted for non-cash purchase accounting impact, transaction and process improvement costs, including business integration expenses, share-based payments, the change in fair value of derivative instruments, sales-type lease adjustment, and other special charges that are not expected to recur (each component deriving from measures as reported in the Company’s annual audited financial statements). A reconciliation of Adjusted EBITDA (which is a non-GAAP financial measure) to the most comparable GAAP measure is included in Annex B to this proxy statement. For our NEOs, 100% of their bonus opportunity for 2023 was based on Company ("corporate") Adjusted EBITDA.

  34. Actual Payouts Under the 2023 STIP

    Actual Payouts Under the 2023 STIP 2023 was another year of record financial and operational performance for the Company. The leadership of our senior management team was crucial to overcoming the challenges brought on by continued supply chain issues, albeit at improved levels compared to the prior fiscal year. Summarized below are a few of our 2023 achievements: ■Continued to benefit from our “one stop shop” business model: We continued to demonstrate the value of our business model with our ability to pivot between product categories and between selling and renting equipment as the markets dictate. We believe the breadth of our vehicle product offering and our ability to meet our customers' needs for specialized equipment uniquely positioned CTOS to capitalize on the tailwinds created by sustained demand. ■Record financial performance: 2023 saw record levels of both revenue and gross profit. Our Truck and Equipment Sales segment revenue was up 29% from the prior fiscal year. We also achieved 150 basis points in gross margin improvement in this segment, highlighting the continued strong demand environment, as well as the progress we have made in the continuous improvement of our production capabilities. These achievements highlight the strengths of our differentiated “one stop shop” business model. ■Focused on production and geographic footprint expansion: Our production team delivered four consecutive quarters of record production in 2023. Strategically, we remained focused on investing in and optimizing our production capacity to ensure that we deliver the product and service level our customers expect. In Kansas City, Missouri, we brought more than 200,000 square feet of new manufacturing, production and warehouse capacity online. In Union Grove, Wisconsin, we invested to nearly double production capacity. These investments will ensure that we have sufficient capacity to meet our growth targets for both our rental fleet and new equipment sales, as well as act as a catalyst for growth in our Aftermarket Parts and Services segment. We also continued the expansion of our geographic footprint, opening several new locations in the western region of the U.S., better positioning us for future growth and exceptional customer service. In 2023, the Company’s financial performance was between the threshold and target payout levels under the 2023 STIP for corporate performance and resulted in 91% of target payout under the plan for all NEOs. Information on the performance relative to goal and the target and actual 2023 STIP payouts are shown in the tables below.

  35. Actual Payouts Under the 2023 STIP

    | Performance Criteria (Corporate) | Threshold (50% Payout) ($ millions) | Target (100% Payout) ($ millions) | Maximum (175% Payout) ($ millions) | 2023 Performance ($ millions) | Payout Percentage Performance | | Adjusted EBITDA | $391.5 | $435.0 | $478.5 | $426.9 | 91% |

  36. Actual Payouts Under the 2023 STIP

    | Named Executive Officer | Base Salary | 2023 Target Bonus Percentage (as a percentage of Base Salary)(1) | Target 2023 STIP Bonus(1) | Actual 2023 STIP Award Paid(2) | | Ryan McMonagle | $850,000 | 50% | $425,000 | $386,750 | | Fred Ross | $800,000 | 50% | $400,000 | $369,688 | | Christopher J. Eperjesy | $585,000 | 65% | $380,250 | $346,028 | | Joseph Ross | $450,000 | 65% | $292,500 | $266,175 | | Thomas Rich | $450,000 | 65% | $292,500 | $266,175 | | Paul M. Jolas | $430,000 | 65% | $279,500 | $107,313 |

  37. Actual Payouts Under the 2023 STIP

    (1) Target bonus percentage represents the percentage in effect as of December 31, 2023. The target 2023 STIP bonus amount is shown based on each NEO’s annual base salary in effect as of December 31, 2023. (2) Actual 2023 STIP bonus awards paid reflect prorations for changes in base salary and target bonus percentage that occurred during the fiscal year and, with respect to Mr. Jolas, the timing of his appointment as Executive Vice President, General Counsel and Corporate Secretary.

  38. Discretionary Adjustments and Bonuses

    Discretionary Adjustments and Bonuses In the beginning of the fiscal year, we establish performance measures for determining STIP bonuses. The Compensation Committee and our Board generally view the use of STIP bonuses as an effective means to compensate our NEOs for rewarding performance and achieving our annual financial goals. However, the Compensation Committee reserves the ability to make discretionary adjustments to annual STIP payments or to provide discretionary bonus awards when it believes appropriate, including in recognition of an individual’s contributions to the Company’s performance for a given year or to motivate an individual. In making discretionary adjustments or awards, the Compensation Committee may take into consideration such factors and circumstances as it considers appropriate. On February 28, 2024, the Board approved a discretionary increase in Mr. McMonagle's 2023 bonus of $386,750 in recognition of his exceptional performance in 2023 and to align his compensation with the competitive market for a Chief Executive Officer.

  39. Long-Term Incentive Plan ("LTIP")

    Long-Term Incentive Plan ("LTIP") We view equity-based compensation as a critical component of our total compensation program. Equity-based compensation creates an ownership culture among our employees that provides an incentive to contribute to the continued growth and development of our business. It aligns interests of executives with those of our stockholders and reinforces our commitment to ensuring a strong linkage between company performance and executive pay. We do not currently have a formal policy for determining the number of equity-based awards to grant to NEOs.

  40. 2022 LTIP — Type of Equity Granted and Performance Metrics

    2022 LTIP — Type of Equity Granted and Performance Metrics The Company grants LTIP awards in the form of RSUs and PSUs to some of its employees, including its NEOs, as part of its regular grant cycle. RSUs and PSUs granted to our NEOs and other employees do not provide the holder with any rights as stockholders with respect to the units (e.g., no voting rights) and do not accrue any dividend equivalent rights. Holders of the units may not sell, assign or otherwise transfer them, without approval as required under the 2019 Omnibus Incentive Plan. The Compensation Committee has established annual awards for each employee, but in 2022 the Compensation Committee elected to award each employee (including our NEOs who were then employed by us) a grant with a grant date fair value equal to the award he or she would have received in 2023 and in 2024. As such, the NEOs other than Mr. Jolas did not receive LTIP grants in 2023 and are not expected to receive LTIP grants until 2025, except as necessary to respond to market changes and/or changed roles and responsibilities. Restricted Stock Units ("RSUs") An RSU is a right to receive a share of CTOS common stock or, at the option of the Company, an amount of cash on a specified vesting date in the future. The RSUs generally vest on each of the first four anniversaries of the RSU grant date, provided that the recipient remains employed by the Company through the applicable vesting date. The RSUs granted in 2022 for 2023 and 2024 awards vest as to 25% of the underlying shares on April 1 of each year beginning on April 1, 2024. Performance Stock Units ("PSUs") A PSU is a right to receive a share of CTOS common stock or, at the option of the Company, an amount of cash on a specified vesting date in the future, subject to the level of achievement of predetermined goals and/or targets over a specified period. PSU Performance Objectives The PSUs granted in 2021 and 2022 are divided into two vesting tranches, the "Tranche 1 PSUs" and the "Tranche 2 PSUs," and subject to vesting as described below. Tranche 1 PSUs and Tranche 2 PSUs contain differing vesting provisions. Vesting of these tranches relate to the applicable performance year, as set forth in the table below.

  41. 2022 LTIP — Type of Equity Granted and Performance Metrics

    | LTIP PSU Award | Performance Period | Type of Performance Measure | Vesting Period | | 2021 Tranche 1 PSUs | Fiscal Years 2021 — 2024 | Stock price goal | End of each performance year | | 2021 Tranche 2 PSUs | Fiscal Years 2021 — 2024 | Stock price goal or financial performance goal | For stock price goal, end of each performance year For financial performance goal, end of subsequent performance year | | 2022 Tranche 1 PSUs | Fiscal Years 2023 — 2026 | Stock price goal | End of each performance year | | 2022 Tranche 2 PSUs | Fiscal Years 2023 — 2026 | Financial performance goal | End of subsequent performance year |

  42. 2022 LTIP — Type of Equity Granted and Performance Metrics

    Tranche 1 PSUs The Tranche 1 PSUs are eligible to vest at the end of each of the fiscal years specified above subject to the attainment of a specific stock price target, averaged over 30-days, during the applicable performance year. If Platinum Equity, LLC or its affiliate consummates a sale of shares of the Company’s common stock to an unaffiliated third party when the specific stock price target has been attained the 30-day average price requirement is waived. In the event the stock price target is not attained for the given performance year, Tranche 1 PSUs will remain eligible to vest in a subsequent performance year. Tranche 2 PSUs The Tranche 2 PSUs granted in 2021 and 2022 each contain differing vesting provisions. These are discussed separately below. 2021 Tranche 2 PSUs. The Tranche 2 PSUs granted in 2021 (the "2021 Tranche 2 PSUs") may vest pursuant to the original vesting schedule (the "Original Schedule") or an alternative vesting schedule (the "Alternative Schedule"), whichever would result in a higher number of PSUs vesting for the applicable performance year (or if such number is equal, the Original Schedule). Pursuant to the Original Schedule, 25% of the 2021 Tranche 2 PSUs are eligible to vest at the end of each fiscal year 2021 through 2024 subject to the attainment of a specific stock price target, averaged over 60 days, during the applicable performance year. As with Tranche 1 PSUs, if Platinum Equity, LLC or its affiliate consummates a sale of shares of the Company’s common stock to an unaffiliated third party when the specific stock price target has been attained, then the 60-day average price requirement is waived. Any portion of such PSUs not vesting in one performance year because the stock price target was not attained remains eligible to vest in a subsequent performance year. The Alternative Schedule provides that 25% of the 2021 Tranche 2 PSUs (the "Eligible Tranche 2 PSUs") are eligible to vest at the end of each fiscal year 2022 through 2025 as follows: –100% of the Eligible Tranche 2 PSUs will vest subject to achievement of the Adjusted EBITDA goal for the prior fiscal year at the target level, or; –25% of the Eligible Tranche 2 PSUs will vest subject to achievement of the Adjusted EBITDA goal for the prior fiscal year at the threshold level (and if the Adjusted EBITDA goal is achieved between the target and threshold levels, then the number of Eligible Tranche 2 PSUs eligible to vest is determined based on straight-line interpolation between such performance levels). Notwithstanding the foregoing, no more than 25% of the 2021 Tranche 2 PSUs shall have vested at the end of fiscal year 2021, no more than 50% of the 2021 Tranche 2 PSUs shall have vested at the end of fiscal year 2022, no more than 75% of the 2021 Tranche 2 PSUs shall have vested at the end of fiscal year 2023 and no more than 100% of the 2021 Tranche 2 PSUs shall have vested at the end of fiscal year 2024. 2022 Tranche 2 PSUs. The Tranche 2 PSUs granted in 2022 (the "2022 Tranche 2 PSUs") are subject to the achievement of Adjusted EBITDA goals for the fiscal years 2023 through 2026, which goals will be determined not later than 90 days into the applicable performance year. These Tranche 2 PSUs are considered for accounting purposes to be granted when the applicable Adjusted EBITDA goals are established by the Compensation Committee and, consistent with SEC rules, will be disclosed as awards in the Summary Compensation Table and Grants of Plan-Based Awards Table as awards made during the Company’s fiscal year in which they are considered to have been granted. If the Adjusted EBITDA goal is achieved between the target and threshold levels, then the number of Tranche 2 PSUs eligible to vest is determined based on straight-line interpolation between such performance levels. If the target level of performance achievement is met for a given performance year, 25% of the 2022 Tranche 2 PSUs will vest at the end of the fiscal year following the applicable performance year.

  43. PSU Achievement for 2023

    PSU Achievement for 2023 On March 7, 2023, the Compensation Committee certified that the Adjusted EBITDA goal for the fiscal year ended December 31, 2022 for such performance period had been achieved between threshold and target level. Accordingly, 16.6% of the eligible 2021 Tranche 2 PSUs became fully vested on December 31, 2023. On February 28, 2024, the Board certified that the Adjusted EBITDA goal for the fiscal year ended December 31, 2023 had been achieved between threshold and target level (72%). Accordingly, 18% of the eligible 2021 Tranche 2 PSUs, the 2022 Tranche 2 PSUs and a portion of the Tranche 2 PSUs granted to Mr. Jolas in connection with his hiring and appointment as Executive Vice President, General Counsel and Corporate Secretary in 2023, will vest on December 31, 2024, subject to the recipient remaining employed by the Company through the vesting date. For additional detail on the RSUs and PSUs (both performance-based and service-based) held by our NEOs, see the "Outstanding Equity Awards at Fiscal Year-End" on page 52.

  44. Named Executive Officer LTIP Awards

    Named Executive Officer LTIP Awards Mr. Jolas received LTIP grants in 2023 in connection with his commencing employment. Due to the outsized LTIP grants made to the NEOs in 2022, none of the other NEOs received 2023 LTIP grants. However, the NEOs other than Mr. Jolas were deemed for accounting purposes to have received PSUs in 2023 when the Compensation Committee established the 2023 Adjusted EBITDA goal for their 2022 Tranche 2 PSUs. The following table lists the LTIP grants made (or deemed made) to the NEOs in 2023:

  45. Named Executive Officer LTIP Awards

    | Named Executive Officer | RSUs (units)(1) | PSUs (units)(1)(2) | | Ryan McMonagle | — | 40,625 | | Fred Ross | — | 43,750 | | Christopher J. Eperjesy | — | 33,750 | | Joseph Ross | — | 25,000 | | Thomas Rich | — | 25,000 | | Paul M. Jolas | 135,000 | 135,000 |

  46. Named Executive Officer LTIP Awards

    (1) The RSUs and PSUs were granted to Mr. Jolas in connection with his hiring and appointment as Executive Vice President, General Counsel and Corporate Secretary in 2023. The PSUs shown in this table for Mr. Jolas reflect the total number of PSUs awarded to Mr. Jolas and are comprised of 67,500 Tranche 1 PSUs which are eligible to vest at the end of each of fiscal years 2023 through 2027 subject to the attainment of a specific stock price target, averaged over 30 days, during the applicable performance year (with such performance target deemed attained if Platinum Equity, LLC or its affiliate consummates a sale of shares of the Company’s common stock to an unaffiliated third party when the specific stock price target has been attained), with any portion of such Tranche 1 PSUs remaining eligible to vest in a subsequent performance year in the event the stock price target is not attained for the given performance year, and 67,500 Tranche 2 PSUs, which include the portion of the Tranche 2 PSUs applicable to the fiscal 2023 performance year granted for accounting purposes following the Compensation Committee's establishment of the Adjusted EBITDA goal (8,438 PSUs). (2) The PSUs shown in this table reflect the portion of the 2022 Tranche 2 PSUs (with the exception of Mr. Jolas) applicable to the fiscal 2023 performance year that were approved by the Board in 2022 that are considered for accounting purposes to be granted in 2023 when the Adjusted EBITDA goal was established by the Compensation Committee. Additional information regarding the LTIP equity awards granted to our NEOs is included in the table below under "Grants of Plan-Based Awards" on page 49.

  47. Accounting for Share-Based Compensation

    Accounting for Share-Based Compensation We follow Financial Accounting Standard Board Accounting Standards Codification Topic 718 ("ASC Topic 718") for our share-based compensation awards. ASC Topic 718 requires companies to measure the compensation expense for all share-based payment awards made to employees and directors, including stock options, RSUs and PSUs, based on the grant date "fair value" of these awards. These calculations are performed for accounting purposes and reported in the compensation tables below, even though our NEOs may never realize any value from their awards. With respect to PSUs subject to performance-based (EBITDA) vesting conditions and RSUs, the aggregate grant date fair value of such awards was based on the Company’s share price on the grant date of the awards. With respect to PSUs subject to market-based vesting conditions, the grant date fair value of such award was determined utilizing a Monte Carlo simulation as disclosed in our 2023 Annual Report on Form 10-K. Additional information regarding the assumptions used to calculate the value of stock awards is provided in Note 14 to our audited consolidated financial statements included in our 2023 Annual Report on Form 10-K.

  48. Change in Control Provisions Affecting LTIP Awards

    Change in Control Provisions Affecting LTIP Awards RSUs With respect to the RSUs, if a change in control of the Company occurs after the date of grant, and the NEO has been in continuous service with the Company through such change in control, then: (i) if the consideration payable for shares in the change in control is at least 80% cash, all of the named executive officer’s unvested RSUs will vest; and (ii) if the consideration payable for shares in the change in control is not at least 80% cash, all of the named executive officer’s unvested RSUs will remain outstanding and vest in accordance with the applicable grant agreement, except that any unvested RSUs that are not continued, converted, assumed or replaced in the change in control will vest. PSUs With respect to the PSUs, if a change in control of the Company occurs after the date of grant and during the applicable performance period, and the NEO has been in continuous service with the Company through such change in control, then: (i) if the consideration payable for shares in the change in control is at least 80% cash, (a) all of the named executive officer’s unvested Tranche 1 PSUs will vest if such consideration equals or exceeds a specific stock price target; and (b) all of the named executive officer’s unvested Tranche 2 PSUs will vest if such consideration equals or exceeds a specific stock price target; and (ii) if the consideration payable for shares in the change in control is not at least 80% cash, (a) all of the named executive officer’s unvested Tranche 2 PSUs will remain outstanding, convert to time-based vesting and vest at the end of each performance year in accordance with the applicable grant agreement (without regard to any stock price target or Adjusted EBITDA goal, as applicable) if such consideration equals or exceeds a specific stock price target; and (b) all of the named executive officer’s unvested Tranche 1 PSUs will remain outstanding, convert to time-based vesting and vest at the end of each performance year in accordance with the applicable grant agreement (without regard to any stock price target) if such consideration equals or exceeds a specific stock price target, except that any unvested PSUs converted to time-based vesting that are not continued, converted, assumed or replaced in the change in control will vest. In addition, if the named executive officer’s employment is terminated by us without "cause" or by the NEO for "good reason," in either case, within one year following a change in control in which the consideration payable for shares in such change in control is not all cash, all of the named executive officer’s RSUs and PSUs converted to time-based vesting, in each case, that are then unvested will vest. If the consideration payable per share in the change in control is less than the stock price targets, all unvested PSUs will be forfeited for no consideration upon such change in control.

  49. Severance Agreements

    Severance Agreements CTOS considers maintenance of a strong management team essential to its success. To that end, CTOS recognizes that the uncertainty that may exist among management with respect to their "at-will" employment with CTOS could result in the departure or distraction of management personnel to the Company’s detriment. Accordingly, CTOS determined that severance arrangements are appropriate to encourage the continued attention and dedication of certain members of its management team and to allow them to focus on the value to stockholders of strategic alternatives without concern for the impact on their continued employment. Each of CTOS’ NEOs has entered into an employment agreement that entitles the NEO to severance payments and benefits in the event of certain terminations of employment. For more detail on the terms of these agreements, refer to section entitled "Potential Payments Upon Termination or a Change in Control" on page 53.

  50. Tax Considerations and Deductibility of Compensation

    Tax Considerations and Deductibility of Compensation Section 409A The Compensation Committee takes into account whether components of the compensation for our executive officers will be adversely impacted by the penalty tax imposed by Section 409A of the Code, and aims to structure these components to be compliant with or exempt from Section 409A to avoid such potential adverse tax consequences. Section 162(m) Section 162(m) of the Code disallows a tax deduction to public companies for compensation in excess of $1 million paid to "covered employees," which generally includes all NEOs. While the Compensation Committee may take the deductibility of compensation into account when making compensation decisions, the Compensation Committee will award compensation that it determines to be consistent with the goals of our executive compensation program even if such compensation is not deductible by us. "Golden Parachute" Payments Sections 280G and 4999 of the Code provide that certain executive officers and other service providers who are highly compensated or hold significant equity interests may be subject to an excise tax if they receive payments or benefits in connection with a change in control of the Company that exceeds certain prescribed limits, and that we, or a successor, may forfeit a tax deduction on the amounts subject to this additional tax. While the Compensation Committee may take the potential forfeiture of such tax deduction into account when making compensation decisions, it will award compensation that it determines to be consistent with the goals of our executive compensation program even if such compensation is not deductible by us. We do not provide any tax gross-ups to cover excise taxes under Section 4999 in connection with a change in control. However, the employment agreements with each of our NEOs include a "best net" provision under Section 280G of the Code, pursuant to which any "parachute payments" that become payable to the executive will either be paid in full or reduced so that such payments are not subject to the excise tax under Section 4999 of the Code, whichever results in the better after-tax position of the executive.

  51. Summary Compensation Table

    Summary Compensation Table The following table presents summary information regarding the total compensation for the years ended December 31, 2023, 2022 and 2021 for the named executive officers.

  52. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Non-Equity Incentive Plan ($)(4) | All Other ($)(5) | Total ($) | | Ryan McMonagle (Chief Executive Officer) | 2023 | 837,500 | 386,750 | 305,094 | 386,750 | 20,932 | 1,937,026 | | | 2022 | 800,000 | — | 2,747,875 | 400,000 | 20,862 | 3,968,737 | | | 2021 | 469,231 | 49,124 | 5,052,125 | 254,350 | 21,288 | 5,846,118 | | Fred Ross (former Chief Executive Officer) | 2023 | 812,500 | — | 328,563 | 369,688 | 32,763 | 1,543,514 | | | 2022 | 850,000 | — | 2,959,250 | 425,000 | 26,913 | 4,261,163 | | | 2021 | 621,154 | 66,716 | 5,440,750 | 306,133 | 12,698 | 6,447,451 | | Christopher J. Eperjesy (Chief Financial Officer) | 2023 | 585,000 | — | 253,463 | 346,028 | 25,950 | 1,210,441 | | | 2022 | 219,375 | 350,000 | 2,226,150 | 150,000 | 4,800 | 2,950,325 | | Joseph Ross (President — Sales) | 2023 | 450,000 | — | 187,750 | 266,175 | 25,950 | 929,875 | | | 2022 | 450,000 | — | 1,691,000 | 253,295 | 30,751 | 2,425,046 | | | 2021 | 313,462 | 36,682 | 3,109,000 | 176,354 | 22,198 | 3,657,696 | | Thomas Rich (President — Rentals) | 2023 | 450,000 | — | 187,750 | 266,175 | 14,093 | 918,018 | | | 2022 | 450,000 | 31,250 | 1,691,000 | 253,295 | 25,116 | 2,450,661 | | | 2021 | 321,154 | 34,182 | 3,109,000 | 176,354 | 11,263 | 3,651,953 | | Paul M. Jolas (Executive Vice President, General Counsel and Corporate Secretary) | 2023 | 165,385 | — | 1,251,791 | 107,313 | 20,111 | 1,544,600 | | | | | | | | | — |

  53. Summary Compensation Table

    (1) The amounts reported as salary in this column for 2023 may not exactly match the base salaries disclosed as 2023 base salaries in the CD&A due to base salary changes that occurred during the year and the timing of Mr. Jolas's appointment as Executive Vice President, General Counsel and Corporate Secretary. For additional information, please refer to "2023 Base Salaries" on page 39. (2) The amount for 2023 reflects a discretionary bonus for Mr. McMonagle approved by the Board on February 28, 2024 in recognition of his leadership and the Company's performance in fiscal year 2023. (3) The amounts in this column reflect the aggregate grant date fair values of the RSUs and the PSUs awarded to the NEOs under the LTIP computed in accordance with ASC Topic 718, as further described above under "Long-Term Incentive Plan ("LTIP")" on page 41 and under "Grants of Plan-Based Awards" on page 49. Please refer to the section "Accounting for Share-Based Compensation" in the CD&A on page 44 for information about the grant date fair value of these awards. The amounts reported with respect to PSUs that are considered for purposes of ASC Topic 718 to have been granted in 2023 are based on the probable outcome of the awards and, consistent with the estimate of aggregate compensation cost to be recognized over the performance period determined as of the grant date, assumes that the PSUs will be earned at target performance levels, which is also the highest level of performance for such awards. As described in "2022 LTIP – Type of Equity Granted and Performance Metrics" in the CD&A on page 42, grants of the Tranche 2 PSUs reflected in the Summary Compensation Table for 2023 reflect the portion of the Tranche 2 PSUs applicable to the fiscal 2023 performance year granted when the Adjusted EBITDA goal was established by the Compensation Committee. For additional information, including a discussion of the assumptions used to calculate the grant date fair values of these awards, see Note 14 to our Consolidated Financial Statements contained in our 2023 Annual Report on Form 10-K. (4) The amounts for 2023 reported in this column represent the amounts earned by each NEO under our 2023 STIP. For additional information regarding our 2023 STIP see "Annual Bonus" on page 39 in the CD&A. (5) The amounts reported as earned in this column represent the following for 2023: –Mr. McMonagle. Amounts include: $11,550 for 401(k) matching contributions and $9,382 for a vehicle allowance. –Mr. F. Ross. Amounts include: $11,550 for 401(k) matching contributions and $21,213 for costs related to a company vehicle. –Mr. Eperjesy. Amounts include: $11,550 for 401(k) matching contributions and $14,400 for a vehicle allowance. –Mr. J. Ross. Amounts include: $11,550 for 401(k) matching contributions and $14,400 for a vehicle allowance. –Mr. Rich. Amounts include: $14,093 for costs related to a company vehicle. –Mr. Jolas. Amounts include: $5,789 for 401(k) matching contributions and $14,322 for costs related to a company vehicle.

  54. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The table below presents information regarding awards under the 2023 STIP and LTIP for the fiscal year ended December 31, 2023.

  55. Grants of Plan-Based Awards

    | | | | Estimated Future Payouts Under | | | Estimated Future Payouts Under | | | All Other Stock Awards: Number of Shares of Stock or Units(5) | Grant Date Fair Value of Stock Awards ($)(6) | | | | | Non-Equity Incentive Plan Awards | | | Equity Incentive Plan Awards | | | | | | Name | Plan | Grant Date(3) | Threshold ($)(2) | Target ($)(2) | Maximum ($)(2) | Threshold (#)(4) | Target (#)(4) | Maximum (#)(4) | | | | Ryan McMonagle | 2023 STIP(1)(2) | | 209,375 | 418,750 | 732,813 | | | | | | | | 2022 LTIP PSU(3)(4) | 3/7/23 | | | | — | 40,625 | — | | 305,094 | | Fred Ross | 2023 STIP(1)(2) | | 203,125 | 406,250 | 710,938 | | | | | | | | 2022 LTIP PSU(3)(4) | 3/7/23 | | | | — | 43,750 | — | | 328,563 | | Christopher J. Eperjesy | 2023 STIP(1)(2) | | 190,125 | 380,250 | 665,438 | | | | | | | | 2022 LTIP PSU(3)(4) | 3/7/23 | | | | — | 33,750 | — | | 253,463 | | Joseph Ross | 2023 STIP(1)(2) | | 146,250 | 292,500 | 511,875 | | | | | | | | 2022 LTIP PSU(3)(4) | 3/7/23 | | | | — | 25,000 | — | | 187,750 | | Thomas Rich | 2023 STIP(1)(2) | | 146,250 | 292,500 | 511,875 | | | | | | | | 2022 LTIP PSU(3)(4) | 3/7/23 | | | | — | 25,000 | — | | 187,750 | | Paul M. Jolas | 2023 STIP(1)(2) | | 139,750 | 279,500 | 489,125 | | | | | | | | 2023 LTIP RSU(5) | 7/31/23 | | | | | | | 135,000 | 934,200 | | | 2023 LTIP PSU(3)(4) | 7/31/23 | | | | — | 75,938 | — | | 317,591 |

  56. Grants of Plan-Based Awards

    (1) With respect to the 2023 STIP awards, on February 27, 2024, the Compensation Committee approved the STIP, and affirmed the performance measures on which the cash STIP bonus payments were based. For more information regarding the 2023 STIP awards and the determination of the STIP target bonus percentages, see the discussion under "2023 Short-Term Incentive Plan ("STIP")" in the CD&A on page 40. (2) The 2023 STIP awards consist of annual incentive bonus opportunities for each of the NEOs awarded under the 2023 STIP. The threshold, target and maximum amounts shown are equal to 50%, 100% and 175%, respectively, of the NEOs’ target bonus percentage. See the description of the 2023 STIP under "2023 Short-Term Incentive Plan ("STIP")" above on page 40. The award amounts shown in this table are calculated based on each NEO’s annual base salary in effect on December 31, 2023, except with respect to Messrs. McMonagle and F. Ross, which amounts have been prorated to reflect base salary earned for 2023. For more information regarding the NEOs’ 2023 Base Salaries, see the discussion under "2023 Base Salaries" in the CD&A on page 39. Actual 2023 STIP award payments are listed under "Actual Payouts Under the 2023 STIP" above on page 40. (3) The LTIP Awards for Messrs. McMonagle, F. Ross, Eperjesy, J. Ross and Rich reflect the portion of the 2022 Tranche 2 PSUs applicable to the fiscal 2023 performance year granted for accounting purposes when the Adjusted EBITDA goal was established by the Compensation Committee. The LTIP Awards for Mr. Jolas were made in connection with his appointment as Executive Vice President, General Counsel and Corporate Secretary. These awards are comprised of 67,500 Tranche 1 PSUs which are eligible to vest at the end of each of fiscal years 2023 through 2027 subject to the attainment of a specific stock price target, averaged over 30 days, during the applicable performance year (with such performance target deemed attained if Platinum Equity, LLC or its affiliate consummates a sale of shares of the Company’s common stock to an unaffiliated third party when the specific stock price target has been attained), with any portion of such Tranche 1 PSUs remaining eligible to vest in a subsequent performance year in the event the stock price target is not attained for the given performance year, and the portion of the Tranche 2 PSUs applicable to the fiscal 2023 performance year granted for accounting purposes following the Compensation Committee's establishment of the Adjusted EBITDA goal (8,438 PSUs). (4) The maximum number of shares that may be earned with respect to the PSUs is equal to the number of shares earned at target level performance. (5) Reflects the LTIP awards in the form of time-based RSUs granted to Mr. Jolas under the LTIP in accordance with the 2019 Omnibus Incentive Plan as discussed under "Long-Term Incentive Plan ("LTIP")" beginning on page 41. These awards are also reported on the "Outstanding Equity Awards at Fiscal Year-End" table on page 52 and the aggregate grant date fair value is included in the Stock column of the "Summary Compensation Table" on page 48. (6) The grant date fair value of the RSU and PSU awards was computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures and as further described above in the notes to the "Summary Compensation Table" on page 48 and Note 14 to our Consolidated Financial Statements contained in our 2023 Annual Report on Form 10-K.

  57. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table summarizes, for each of the NEOs, the outstanding equity awards as of December 31, 2023. The market value of the shares of common stock reflected in the table is based upon the market price per share on December 29, 2023 (the last trading day of 2023), which was $6.18.

  58. Outstanding Equity Awards at Fiscal Year-End

    | | | | Stock Awards | | | | | Name | Award Type | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Ryan McMonagle | 2021 RSU Award | 5/27/21 | 81,250 | 502,125 | | | | | 2021 PSU Award | 5/27/21 | | | 128,699 | 795,360 | | | 2021 RSU Award | 7/08/21 | 81,250 | 502,125 | | | | | 2021 PSU Award | 7/08/21 | | | 128,699 | 795,360 | | | 2022 RSU Award | 8/02/22 | 325,000 | 2,008,500 | | | | | 2022 PSU Award | 8/02/22 | | | 203,125 | 1,255,313 | | Fred Ross | 2021 RSU Award | 5/27/21 | 87,500 | 540,750 | | | | | 2021 PSU Award | 5/27/21 | | | 138,600 | 856,548 | | | 2021 RSU Award | 7/08/21 | 87,500 | 540,750 | | | | | 2021 PSU Award | 7/08/21 | | | 138,600 | 856,548 | | | 2022 RSU Award | 8/02/22 | 350,000 | 2,163,000 | | | | | 2022 PSU Award | 8/02/22 | | | 218,750 | 1,351,875 | | Christopher J. Eperjesy | 2022 RSU Award | 8/02/22 | 247,500 | 1,529,550 | | | | | 2022 PSU Award | 8/02/22 | | | 168,750 | 1,042,875 | | Joseph Ross | 2021 RSU Award | 5/27/21 | 50,000 | 309,000 | | | | | 2021 PSU Award | 5/27/21 | | | 79,200 | 489,456 | | | 2021 RSU Award | 7/08/21 | 50,000 | 309,000 | | | | | 2021 PSU Award | 7/08/21 | | | 79,200 | 489,456 | | | 2022 RSU Award | 8/02/22 | 200,000 | 1,236,000 | | | | | 2022 PSU Award | 8/02/22 | | | 125,000 | 772,500 | | Thomas Rich | 2021 RSU Award | 5/27/21 | 50,000 | 309,000 | | | | | 2021 PSU Award | 5/27/21 | | | 79,200 | 489,456 | | | 2021 RSU Award | 7/08/21 | 50,000 | 309,000 | | | | | 2021 PSU Award | 7/08/21 | | | 79,200 | 489,456 | | | 2022 RSU Award | 8/02/22 | 200,000 | 1,236,000 | | | | | 2022 PSU Award | 8/02/22 | | | 125,000 | 772,500 | | Paul M. Jolas | 2023 RSU Award 1 | 7/31/23 | 67,500 | 417,150 | | | | | 2023 RSU Award 2 | 7/31/23 | 67,500 | 417,150 | | | | | 2023 PSU Award 1 | 7/31/23 | | | 42,188 | 260,722 | | | 2023 PSU Award 2 | 7/31/23 | | | 33,750 | 208,575 |

  59. Outstanding Equity Awards at Fiscal Year-End

    (1) Each of the RSU time-based awards vests as follows: –2021 RSU Award. One-fourth of the award vests on April 1 of each year beginning in 2022 subject to continued employment through the applicable vesting date. –2022 RSU Award. One-fourth of the award vests on April 1 of each year beginning in 2024 (2023 for Mr. Eperjesy) subject to continued employment through the applicable vesting date. –2023 RSU Award 1. One-fourth of the award vests on April 1 of each year beginning in 2024 subject to continued employment through the applicable vesting date. –2023 RSU Award 2. One-fourth of the award vests on April 1 of each year beginning in 2025 subject to continued employment through the applicable vesting date. (2) Each of the PSU performance-based awards vests as follows: –2021 and 2022 PSU Award. The PSUs are divided into two vesting tranches: (i) one-fourth of the PSUs in the first tranche vest at the end of each fiscal year 2021 through 2024 (2021 PSU Award) and the end of each fiscal year 2023 through 2026 (2022 PSU Award) subject to the attainment of a specific stock price target, averaged over 30 days, during the applicable performance year, (with such performance target deemed attained if Platinum Equity, LLC or its affiliate consummates a sale of shares of the Company’s common stock to an unaffiliated third party when the specific stock price target has been attained), with a portion of such PSUs remaining eligible to vest in a subsequent performance year in the event the stock price target is not obtained for the given performance year; and (ii)(A) one-fourth of the PSUs in the second tranche vest at the end of each fiscal year 2021 through 2024 (2021 PSU Award) and 2023 through 2026 (2022 PSU Award) subject to the attainment of a specific stock price target during the applicable performance year, with a portion of such PSUs remaining eligible to vest in a subsequent performance year in the event the stock price target is not obtained for the given performance year or (B) one-fourth of the PSUs in the second tranche vest at the end of each fiscal year 2022 through 2025 (2021 PSU Award) and 2024 through 2027 (2022 PSU Award) as follows: (x) 100% of the PSUs eligible to vest will vest subject to achievement of the specific EBITDA goal for the prior fiscal year at the target level or (y) one-fourth of the PSUs eligible to vest will vest subject to achievement of the specific EBITDA goal for the prior fiscal year at the threshold level (and if actual EBITDA is between the target and threshold levels, then the number of PSUs that vest is determined based on straight-line interpolation between such performance levels), whichever of clause (A) or (B) results in a higher number of PSUs vesting for the applicable performance year, in each case, subject to continued employment through the applicable vesting date. –2023 PSU Award 1 and 2. The PSUs are divided into two vesting tranches: (i) one-fourth of the PSUs in the first tranche vest at the end of each fiscal year 2023 through 2026 (2023 PSU Award 1) and at the end of each fiscal year 2024 through 2027 (2023 PSU Award 2) subject to the attainment of a specific stock price target, averaged over 30 days, during the applicable performance year (with such performance target deemed attained if Platinum Equity, LLC or its affiliate consummates a sale of shares of the Company’s common stock to an unaffiliated third party when the specific stock price target has been attained), with any portion of such PSUs remaining eligible to vest in a subsequent performance year in the event the stock price target is not obtained for the given performance year; and (ii) one-fourth of the PSUs in the second tranche vest at the end of each fiscal year 2023 through 2026 (2023 PSU Award 1) and at the end of each fiscal year 2024 through 2027 (2023 PSU Award 2) as follows: (x) 100% of the PSUs eligible to vest will vest subject to the achievement of a specific EBITDA goal for the prior fiscal year at the target level or (y) one-fourth of the PSUs eligible to vest will vest subject to achievement of the specific EBITDA goal for the prior fiscal year at the threshold level (and if actual EBITDA is between the target and threshold levels, then the number of PSUs that vest is determined based on straight-line interpolation between such performance levels), in each case, subject to continued employment through the applicable vesting date. As of December 31, 2023, none of the performance goals for the second tranche of the 2023 PSU Award 2 had been set. Accordingly, the second tranche of PSUs is reflected in the Outstanding Equity Awards at target level performance. Refer to "2022 LTIP — Type of Equity Granted and Performance Metrics" on page 42 for a further description of the PSU vesting provisions.

  60. 2023 Stock Vested and Option Exercises

    2023 Stock Vested and Option Exercises The following table presents, for each of the NEOs, the number of shares of our common stock acquired and the value realized upon the vesting and settlement of RSUs and PSUs during 2023. There were no exercises of stock options during 2023 by our NEOs. Stock awards vested in 2023 are comprised of RSUs and PSUs granted under the LTIP for the fiscal years ended December 31, 2021, 2022 and 2023.

  61. 2023 Stock Vested and Option Exercises

    | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Ryan McMonagle | 116,550 | $773,654 | | Fred Ross | 108,226 | $718,400 | | Christopher J. Eperjesy | 29,970 | $198,940 | | Joseph Ross | 66,600 | $442,088 | | Thomas Rich | 66,600 | $442,088 | | Paul M. Jolas | — | $0 |

  62. 2023 Stock Vested and Option Exercises

    (1) The value realized is calculated by multiplying the number of shares of stock received by the closing price per share of our common stock on the NYSE on the applicable vesting date or, if such date was not a trading date, on the last trading day immediately preceding the vesting date. In 2023, certain PSUs and RSUs held by our NEOs vested on April 1, 2023 and December 31, 2023, and the closing price per share of our common stock was $6.79 and $6.18, respectively.

  63. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Each of our NEOs has entered into an employment agreement, certain material terms of which have been summarized under "Employment Agreements" beginning on page 50. Upon a qualifying termination of employment, our NEOs are entitled to payments of compensation and certain benefits. The table below summarizes the termination scenarios in which our NEOs would be entitled to these benefits and quantifies the benefits payable to each NEO and upon the occurrence of a change in control. Under the employment agreements, the payment of termination benefits is generally subject to the executive’s execution and non-revocation of a general release of claims and continued compliance with restrictive covenant obligations. Vesting of unvested equity awards upon a change in control depends on the type and, for PSUs, the amount of consideration payable in the change in control, as further described in section "Change in Control Provisions Affecting LTIP Awards" in the CD&A beginning on page 44. The amounts shown are estimates of the amounts that would be paid to the NEOs upon the occurrence of the applicable triggering event, assuming that the triggering event occurred on December 31, 2023 and in the case of a change in control, that the consideration payable per share in the transaction was cash equal to our closing share price on the last trading day of 2023.

  64. Potential Payments Upon Termination or Change in Control

    | Name | Termination Scenario | Severance ($)(1) | Annual Incentive Plan ($)(2) | Benefits Continuation ($)(3) | Vesting of Restricted Stock Units ($)(4) | Total ($)(5) | | Ryan McMonagle | Termination Without Cause or for Good Reason (No Change in Control) | 1,700,000 | 425,000 | 41,728 | — | 2,166,728 | | | Termination Without Cause or for Good Reason in Connection with a Change in Control | 1,700,000 | 425,000 | 41,728 | 3,012,750 | 5,179,478 | | | Termination Due to Death | — | — | 170,864 | — | 170,864 | | | Termination Due to Disability | — | — | 20,864 | — | 20,864 | | | Change in Control (No Termination) | — | — | — | 3,012,750 | 3,012,750 | | Fred Ross | Termination Without Cause or for Good Reason (No Change in Control) | 1,600,000 | 400,000 | 35,226 | — | 2,035,226 | | | Termination Without Cause or for Good Reason in Connection with a Change in Control | 1,600,000 | 400,000 | 35,226 | 3,244,500 | 5,279,726 | | | Termination Due to Death | — | — | 167,613 | — | 167,613 | | | Termination Due to Disability | — | — | 17,613 | — | 17,613 | | | Change in Control (No Termination) | — | — | — | 3,244,500 | 3,244,500 | | Christopher J. Eperjesy | Termination Without Cause or for Good Reason (No Change in Control) | 585,000 | 380,250 | 20,864 | — | 986,114 | | | Termination Without Cause or for Good Reason in Connection with a Change in Control | 585,000 | 380,250 | 20,864 | 1,529,550 | 2,515,664 | | | Termination Due to Death | — | — | 170,864 | — | 170,864 | | | Termination Due to Disability | — | — | 20,864 | — | 20,864 | | | Change in Control (No Termination) | — | — | — | 1,529,550 | 1,529,550 | | Joseph Ross | Termination Without Cause or for Good Reason (No Change in Control) | 450,000 | 292,500 | 26,751 | — | 769,251 | | | Termination Without Cause or for Good Reason in Connection with a Change in Control | 450,000 | 292,500 | 26,751 | 1,854,000 | 2,623,251 | | | Termination Due to Death | — | — | 176,751 | — | 176,751 | | | Termination Due to Disability | — | — | 26,751 | — | 26,751 | | | Change in Control (No Termination) | — | — | — | 1,854,000 | 1,854,000 | | Thomas Rich | Termination Without Cause or for Good Reason (No Change in Control) | 450,000 | 292,500 | 26,577 | — | 769,077 | | | Termination Without Cause or for Good Reason in Connection with a Change in Control | 450,000 | 292,500 | 26,577 | 1,854,000 | 2,623,077 | | | Termination Due to Death | — | — | 176,577 | — | 176,577 | | | Termination Due to Disability | — | — | 26,577 | — | 26,577 | | | Change in Control (No Termination) | — | — | — | 1,854,000 | 1,854,000 | | Paul M. Jolas | Termination Without Cause or for Good Reason (No Change in Control) | 430,000 | 279,500 | 16,581 | — | 726,081 | | | Termination Without Cause or for Good Reason in Connection with a Change in Control | 430,000 | 279,500 | 16,581 | 834,300 | 1,560,381 | | | Termination Due to Death | — | — | 166,581 | — | 166,581 | | | Termination Due to Disability | — | — | 16,581 | — | 16,581 | | | Change in Control (No Termination) | — | — | — | 834,300 | 834,300 |

  65. Potential Payments Upon Termination or Change in Control

    (1) One times the NEO’s base salary, payable in installments during the 12-month period following the termination (in the cases of Messrs. McMonagle and F. Ross, such amount is two times his base salary, payable over the 24-month period following the termination). (2) Any prior year’s earned but unpaid annual bonus and a pro-rated annual bonus for the year of termination based on actual performance. The target annual award payment amount based on each NEO's annual base salary is reported in this table (see "Actual Payouts Under the 2023 STIP" on page 40). (3) Continued participation at the Company's cost in the Company’s group health plan for up to 12 months (or, in the cases of Messrs. McMonagle and F. Ross, continued participation for up to 24 months in such group health plan in the event of a termination without “cause” or for “good reason” or non-renewal of the employment term), and with respect to a termination due to death, a payment under a life insurance policy in an amount equal to 100% of the NEO’s base annual earnings (up to a maximum of $150,000). (4) The accelerated vesting of LTIP awards assuming a change in control in which the consideration payable per share is cash equal to the closing share price on the last trading day of the reporting year. The amount shown represents the value of RSUs that would vest upon the change in control transaction. Because the closing share price was lower than the stock price target for all of the PSUs, no PSUs would have vested and therefore no value related to PSUs is included in the amount shown in this column. If less than 80% of the consideration payable in a change in control is not cash, outstanding RSUs will remain outstanding and eligible to vest based on the existing vesting schedule and if value of the consideration payable per share in the change in control equals or exceeds the applicable stock price target, PSUs will generally convert to time-based vesting and vest at the end of each performance year in accordance with the applicable award agreement (without regard to any stock price target or EBITDA goal, as applicable, provided that if the RSUs and PSUs are not assumed or substituted for by the surviving company in the change in control, then the awards will vest. In addition, if the NEO’s employment is terminated by the Company without “cause” or by the NEO for “good reason,” in either case, within one year following a change in control in which less than 80% of the consideration payable is cash, any outstanding RSUs and converted PSUs will vest. If the consideration payable per share in a change in control is less than the stock price target for a PSU, the PSU will be forfeited for no consideration upon such change in control. Refer to "Change in Control Provisions Affecting LTIP Awards" in the CD&A on page 44 for further information. (5) Amounts shown do not account for any reduction pursuant to the Section 280G best pay provisions in the NEO employment agreements. Any such reduction would be calculated upon actual termination of employment.

  66. 2023 Pay Ratio

    2023 Pay Ratio As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act and related regulations, we are providing the following information about the relationship of the median annual total compensation of our employees and the annual total combined compensation of Messrs. McMonagle and F. Ross, each of whom served as our Chief Executive Officer during fiscal year 2023. Since two individuals served as our Chief Executive Officer during 2023, we combined the annual total compensation of each of Messrs. McMonagle and F. Ross pursuant to the SEC rules in order to arrive at the annual total combined compensation of $1,852,933. For the portion of fiscal year 2023 that each individual served as Chief Executive Officer, Mr. McMonagle had total compensation of $1,523,084, which includes base salary of $668,355, and Mr. F. Ross had total compensation of $329,849, which includes base salary of $181,645. The ratio of the annual total compensation of our "median employee" of $76,517 to the annual total combined compensation of our CEOs of $1,852,933, was approximately 24:1. In calculating the annual total compensation for the median employee, we included each element of compensation listed in the Summary Compensation Table above, including the Company’s matching contribution to a 401(k) plan or similar plan for such median employee. As permitted by SEC rules, for the 2023 pay ratio reported above, we used the same median employee that we used for our 2022 pay ratio, as we believe there have been no changes in our employee population or employee compensation arrangements during the last fiscal year that would significantly impact our pay ratio disclosure. To identify the median employee, we used W2 earnings as of December 31, 2022. We identified the median employee used for 2022 from the Company’s employee population as of December 31, 2022. After excluding 69 employees pursuant to the de minimis exemption, the Company’s employee population consisted of 2,098 employees. Under the de minimis exemption, the Company was permitted to exclude up to 5% of its total employees who are non-U.S. employees. The Company relied on this exemption to exclude the employee population of 69 employees in Canada, which collectively accounted for less than 5% of the Company’s total employee population of 2,167 as of December 31, 2022. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices, the pay ratio reported above should not be used as a basis for comparison between companies by other companies. In addition, we expect the Company’s annually reported pay ratio may vary significantly year over year, given the size of the Company and the potential variability in Company employee compensation.

  67. Pay Versus Performance

    Pay Versus Performance As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last three completed fiscal years. In determining the "compensation actually paid" to our NEOs, we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table. The table below summarizes compensation values reported in our Summary Compensation Table, as well as the adjusted values required in this section for the 2023, 2022 and 2021 fiscal years.

  68. Pay Versus Performance

    | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for Current PEO(1) | Summary Compensation Table Total for Former PEO(1) | Compensation Actually Paid to Current PEO(1)(2)(3) | Compensation Actually Paid to Former PEO(1)(2)(3) | Average Summary Compensation Table Total for Non-PEO(1) NEOs(1) | Average Compensation Actually Paid to Non-PEO NEOs(2)(3) | Company Total Stockholder Return | Peer Group Total Stockholder Return(4) | Net Income (Loss) ($ in millions) | Adjusted EBITDA(5) ($ in millions) | | 2023 | $1,937,026 | $1,543,514 | $765,594 | $329,849 | $1,038,424 | $575,754 | $97.78 | $146.01 | $50.7 | $426.9 | | 2022 | — | $4,261,163 | — | $3,142,037 | $2,134,747 | $1,445,764 | $85.75 | $114.07 | $38.9 | $393.0 | | 2021 | — | $6,447,451 | — | $5,441,201 | $4,009,465 | $2,510,468 | $108.55 | $125.90 | $(181.5) | $277.3 |

  69. Pay Versus Performance

    (1) Fred Ross served as Chief Executive Officer, the principal executive officer ("PEO"), in fiscal year 2021, in fiscal year 2022 and in fiscal year 2023 until March 20, 2023. Ryan McMonagle served as President and Chief Operating Officer in fiscal year 2021, in fiscal year 2022 and in fiscal year 2023 until March 20, 2023. Compensation reflected in the Summary Compensation Table Total for Current PEO column reflects the total compensation of our current Chief Executive Officer (“CEO”), Mr. McMonagle, for the fiscal year ended December 31, 2023, as reported in the Summary Compensation Table. Compensation reflected in the Summary Compensation Table Total for Former PEO column reflects the total compensation of our former CEO, Mr. F. Ross, for the fiscal years ended December 31, 2021, 2022 and 2023, as reported in the Summary Compensation Table. Fiscal year 2023 compensation reflected in the Summary Compensation Table Total for Non-PEO NEOs column reflects Mr. Ross’s service as Founder starting March 20, 2023 and Mr. McMonagle’s service as President and Chief Operating Officer until March 20, 2023. (2) Compensation Actually Paid ("CAP") is an amount calculated using a formula prescribed by the SEC based on total compensation as disclosed in the "Summary Compensation Table" ("SCT") on page 48, with specified adjustments for pensions (if applicable) and stock-based compensation. SCT and CAP for the PEO and Average Non-PEO NEOs reflects Mr. Ross’s service as CEO until March 20, 2023 and Mr. McMonagle’s service as CEO starting March 20, 2023 and Mr. Ross’s service as Founder starting March 20, 2023 and Mr. McMonagle’s service as President and Chief Operating Officer until March 20, 2023, respectively. To calculate CAP, the following amounts were deducted from and added to SCT total compensation:

  70. Pay Versus Performance

    | PEO SCT Total to CAP Reconciliation: | | | | | Year | SCT Total(i) | Net Adjustments to SCT Total(ii) (iii) | CAP | | 2023 | | | | | Current PEO | $1,937,026 | $(1,171,432) | $765,594 | | Former PEO | $1,543,514 | $(1,213,665) | $329,849 |

  71. Pay Versus Performance

    | Average Non-PEO NEOs SCT Total to CAP Reconciliation: | | | | | Year | SCT Total(i) | Net Adjustments to SCT Total(ii) (iii) | CAP | | 2023 | $1,038,424 | $(462,670) | $575,754 |

  72. Pay Versus Performance

    (i) Reflects "Total Compensation" reported in the SCT for our CEOs. (ii) Includes the grant date fair value of equity-based awards granted as reflected in the SCT for our CEOs. (iii) Includes the value of equity calculated in accordance with the SEC methodology for determining CAP for each year shown, adjusted for the 2023 CEO change as described above. Fair value or change in fair value, as applicable, of equity awards was determined by reference to (i) for RSUs, the closing price per share on the applicable year-end dates or, in the case of vesting dates, the closing price per share on the applicable vesting dates; (ii) for PSUs (excluding any market-based awards), the same valuation methodology as RSU awards except that the year-end values are multiplied by the probability of achievement of the applicable performance objective as of the applicable date; and, (iii) for market-based awards, the fair value is calculated using a Monte Carlo simulation approach in a risk-neutral framework to model future stock price movements based upon historical volatility (based on the weighted-average combination of the Company’s historic volatility and of the implied volatility of a group of the Company’s peers), risk-free rates of return, and correlation matrix. Please refer to the section "Accounting for Share-Based Compensation" in the CD&A on page 44 for additional information. The equity components of CAP for the 2023 fiscal year are further detailed in the supplemental tables below. No adjustments for pensions are required as the Company does not have a defined-benefit plan.

  73. Pay Versus Performance

    | | 2023 | | | Adjustments to Determine Compensation "Actually Paid" for CEOs | Current PEO | Former PEO | | Deduction for amounts reported under the "Stock Awards" column in the SCT | $(305,094) | $— | | Increase for fair value of awards granted during year that remain unvested as of year-end | (54,031) | — | | Increase/deduction for change in fair value from prior year-end to current year-end of awards granted prior to year that were outstanding and unvested as of year-end | (568,735) | — | | Increase/deduction for change in fair value from prior year-end to vesting date of awards granted prior to year that vested during year | 170,370 | — | | Deduction for proration of compensation for partial time served as PEO | (413,942) | (1,213,665) | | Total adjustments | $(1,171,432) | $(1,213,665) |

  74. Pay Versus Performance

    | Adjustments to Determine Average Compensation "Actually Paid" for Non-CEO NEOs | 2023 | | Deduction for amounts reported under the "Stock Awards" column in the SCT | $(441,863) | | Increase for fair value of awards granted during year that remain unvested as of year-end | (32,871) | | Increase/deduction for change in fair value from prior year-end to current year-end of awards granted prior to year that were outstanding and unvested as of year-end | (38,271) | | Increase/deduction for change in fair value from prior year-end to vesting date of awards granted prior to year that vested during year | 50,335 | | Total adjustments | $(462,670) |

  75. Pay Versus Performance

    (3) The assumptions used in calculating the fair value of unvested stock-based awards as of December 31 of each year (or the vest date, if earlier) were consistent with those used to calculate the grant date fair value. The amounts shown do not constitute a promise or commitment by the Company to pay and final outcomes are likely to differ. (4) The peer group is the S&P 600 Industrials and comprises those companies included in the S&P SmallCap 600 that are classified as members of the GICS® Industrials sector peer group (the "PvP Peer Group"). (5) As an additional measure, the Company has included Adjusted EBITDA, which is used by the Company to evaluate performance and allocate resources. For additional information refer to 2023 Short-Term Incentive Plan ("STIP") on page 40. The following discusses the relationship between compensation actually paid to our CEOs and the average of our non-CEO NEOs versus selected measures for 2021-2023: Compensation Actually Paid vs. Net Income (Loss) ■Compensation actually paid to our current CEO of $0.8 million for 2023 and to our former CEO of $0.3 million, $3.1 million and $5.4 million for 2023, 2022 and 2021, respectively, and average compensation actually paid to our non-CEO NEOs of $0.6 million, $1.4 million and $2.5 million for 2023, 2022 and 2021, respectively, compares to net income (loss) of $50.7 million, $38.9 million and $(181.5) million for 2023, 2022 and 2021, respectively. Compensation Actually Paid vs. Adjusted EBITDA ■Compensation actually paid to our current CEO of $0.8 million for 2023 and to our former CEO of $0.3 million, $3.1 million and $5.4 million for 2023, 2022 and 2021, respectively, and average compensation actually paid to our non-CEO NEOs of $0.6 million, $1.4 million and $2.5 million for 2023, 2022 and 2021, respectively, compares to Adjusted EBITDA of $426.9 million, $393.0 million and $277.3 million for 2023, 2022 and 2021, respectively. Company Cumulative TSR vs. PvP Peer Group TSR ■The Company’s TSR of $97.78, $85.75 and $108.55, for 2023, 2022 and 2021, respectively, compares to Peer Group TSR of $146.01, $114.07 and $125.90 for 2023, 2022 and 2021, respectively. Compensation Actually Paid vs. Company Cumulative TSR ■During 2023, compensation actually paid to our CEOs and average compensation actually paid to our non-CEO NEOs declined 65% and 60%, respectively, compared to a 14% increase in the Company's TSR. During 2022, compensation actually paid to our former CEO and average compensation actually paid to our non-CEO NEOs declined 42% for both, compared to a 21% decline in the Company's TSR. The following table lists the three most important financial performance measures that the Compensation Committee used to link compensation actually paid to the NEOs to Company performance for the most recently completed fiscal year.

  76. Pay Versus Performance

    | Most Important Performance Measures | | Adjusted EBITDA(1)(2) | | Gross Profit(3) | | Leverage Ratio(4) |

  77. Pay Versus Performance

    (1) Adjusted EBITDA is the performance measure used for performance units (the PSUs), as discussed in "Long-Term Incentive Plan ("LTIP")" beginning on page 41. (2) For our NEOs, 100% of their bonus opportunity for 2023 was based on Company ("corporate") Adjusted EBITDA for 2023. (3) Gross Profit is the performance measure used to evaluate the Company’s operating segment performance. For additional information, see Note 20 to our audited consolidated financial statements included in our 2023 Annual Report on Form 10-K. (4) Leverage Ratio is a measure used by the Company to evaluate the ability to service debt. Leverage Ratio is calculated as the ratio of "net debt," which is total debt excluding deferred financing fees less cash and cash equivalents, to Adjusted EBITDA.