DEF 14A of Custom Truck One Source, Inc., Apr 28, 2025

DEF 14A of Custom Truck One Source, Inc.

Filed Apr 28, 2025 · FY20240001709682-25-000016

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, 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, 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 10 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, 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, Ein, and Heinberg, Vice Admiral Jackson, and Ms. Nelson, representing five of our 10 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, Messrs. Samson, Glatt and Wolf are entitled to eight votes on the Board, which votes shall be equally divided among these three directors.

  4. Biographies

    Biographies The following table sets forth the names, ages as of April 17, 2025, 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 | | | | | | | | | | Fred Ross | C | No | 67 | 2021 | | | 2025 | 2028 | | Georgia Nelson | C | Yes | 75 | 2021 | • | Chair | 2025 | 2028 | | Mary Jackson | C | Yes | 58 | 2022 | • | • | 2025 | 2028 | | Ryan McMonagle | C | No | 47 | 2023 | | | 2025 | 2028 | | Continuing Directors | | | | | | | | | | Paul Bader | A | Yes | 66 | 2021 | Chair(F) | | 2026 | | | Mark D. Ein | A | Yes | 60 | 2019 | | | 2026 | | | David Glatt | A | No | 48 | 2021 | | | 2026 | | | Marshall Heinberg | B | Yes | 68 | 2021 | • (F) | | 2027 | | | Louis Samson | B | No | 52 | 2021 | | | 2027 | | | David Wolf | B | No | 49 | 2021 | | • | 2027 | |

  6. Biographies

    (F) Audit Committee Financial Expert

  7. Nominees for Director

    Nominees for Director

  8. Fred Ross

    Fred Ross Mr. Ross founded Custom Truck & Equipment, LLC ("CTE"), 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.

  9. 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. 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. In November 2023, she retired as a director of Sims Metal Management Limited, where she had served as a director since 2014. In April 2024, she retired as a director from Cummins Inc., where she had served as a director since 2004. In September 2024, she retired as a director from Ball Corporation, where she had served as a director since 2006. 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. Vice Admiral Jackson retired in July 2020 after over three decades of service in the United States Navy. She began her career as a Surface Warfare Officer serving on Navy warships achieving command of USS McFAUL (DDG 74), an Arleigh Burke class destroyer. She subsequently went on to command the Navy’s largest Navy base, Naval Station Norfolk, where she was the equivalent of a city manager or Mayor for a city with a population of 64,000 people, managing operational and service industries while managing the Navy’s relationship with local agencies, surrounding communities, regulators, and national media. Upon selection as a Flag Officer, she served in Shore Installation Regional and Enterprise level (Navy Installations Command) assignments, ultimately accountable for $7.5 billion and 53,000 personnel, and executed efficient and effective operational, material and personnel programs from facility management, utilities, port and air operations, security, crisis response, and Sailor/family support services (lodging, food services, childcare, fitness) for 71 Navy installations across 10 Regions providing global support to the Navy and Joint forces. Currently, Vice Admiral Jackson remains engaged through a portfolio of activities, including service as an Independent Director, consulting as an advisor to clients, and supporting several non-profits such as the Surface Navy Association and the United States Naval Academy Foundation. Additionally, she serves on the board of Victory Capital Holdings (NASDAQ: VCTR) and Jacobs (NYSE: J). Vice Admiral Jackson holds a Bachelor’s Degree in Physics (Oceanography emphasis) from the United States Naval Academy and a Master’s degree in Engineering Management from George Washington University. Vice Admiral Jackson was selected to serve on our Board due to her experience in management and knowledge of our business.

  10. Ryan McMonagle

    Ryan McMonagle Mr. McMonagle 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.

  11. Continuing Directors

    Continuing Directors

  12. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  13. Non-Employee Director Compensation

    Non-Employee 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"):

  14. Non-Employee 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 |

  15. Non-Employee 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.

  16. 2024 Director Compensation Table

    2024 Director Compensation Table The table below details cash and incentive equity compensation paid to our non-employee directors during the year ended December 31, 2024. Mr. McMonagle does not receive any additional compensation for his service as a director and his compensation is disclosed in the “Executive Compensation” and “Compensation Tables” sections below.

  17. 2024 Director Compensation Table

    | Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2) | Total ($) | | Marshall Heinberg | $200,000 | $235,159 | $435,159 | | Louis Samson | — | — | — | | David Wolf | — | — | — | | Georgia Nelson | $100,000 | $130,642 | $230,642 | | Mary Jackson | $100,000 | $130,642 | $230,642 | | David Glatt | — | — | — | | Paul Bader | $100,000 | $130,642 | $230,642 | | Rahman D’Argenio(3)(4) | $87,750 | $130,642 | $218,392 | | Mark D. Ein | $100,000 | $130,642 | $230,642 |

  18. 2024 Director Compensation Table

    (1) Mr. F. Ross received $800,000 in base salary and $35,419 in other compensation during the year ended December 31, 2024, for his service as the Founder of the Company. Mr. F. Ross received no additional compensation for his service as a director. In connection with Mr. F. Ross’ transition from the role of Chief Executive Officer to the role of Founder of the Company, the Company and Mr. F. Ross entered into an amended and restated employment agreement on December 7, 2022, effective March 20, 2023, pursuant to which Mr. F. Ross serves as Founder for an initial term of one year, subject to renewal thereafter for successive one-year periods, and continues to serve on the Board as a Class B director until he voluntarily resigns, the Board requests that he resign or he is not renominated for election to the Board or elected by the stockholders of the Company. Pursuant to this amended and restated employment agreement, Mr. F. Ross is entitled to receive: (i) a base salary of $800,000 and (ii) an annual cash bonus equal to 50% of his base salary paid during the year based on Company performance metrics and/or individual performance objectives, in each case, as determined by the Board or its Compensation Committee. Mr. F. Ross may be eligible to receive equity awards under the 2019 Omnibus Incentive Plan, as determined by the Board or its Compensation Committee. As an employee, Mr. F. Ross does not receive compensation under the non-employee director compensation policy described above. Mr. F. Ross is also party to a restrictive covenant agreement with the Company, pursuant to which Mr. F. Ross is subject to certain restrictive covenants, including confidentiality, non-disparagement and 24-month post-termination non-competition and non-solicitation covenants. (2) 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, 2024. Please refer to Note 13 to our Consolidated Financial Statements contained in our 2024 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, 2024, or $5.88 per share. (3) Mr. D’Argenio resigned from our Board, effective as of August 16, 2024. (4) 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 exercisable option awards and restricted stock unit awards held as of December 31, 2024 by each non-employee director who served on our Board in 2024.

  19. 2024 Director Compensation Table

    | Name(1) | Options Outstanding at Fiscal Year End | Restricted Stock Units Outstanding at Fiscal Year End | | Marshall Heinberg | — | 39,993 | | Louis Samson | — | — | | David Wolf | — | — | | Georgia Nelson | — | 22,218 | | David Glatt | — | — | | Paul Bader | — | 22,218 | | Rahman D’Argenio(2) | — | — | | Mark D. Ein | 20,000 | 22,218 | | Mary Jackson | — | 22,218 |

  20. 2024 Director Compensation Table

    (1) Mr. F. Ross had no options or restricted stock units outstanding as of December 31, 2024. (2) Mr. D’Argenio resigned from our Board, effective as of August 16, 2024.

  21. Biographies

    Biographies The following table identifies certain information about our executive officers as of April 17, 2025. 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, 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 47, 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 57, 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 53, 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 58, 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 61, 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 and align them with the interests of the shareholders, 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 2024 to the Compensation Committee in February 2024. 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 2024 executive compensation has not raised any conflicts of interest. Farient did not provide any other services to the Company in 2024.

  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 pay data obtained from broad-based compensation surveys 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 provided anonymized compensation data, and the identities of the individual constituent companies used for comparison were not known by the Board. Proxy pay data were derived from our Peer Group, shown below, comprising companies that 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 (1) | | | | 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 | | WillScot Mobile | Douglas Dynamics | |

  29. Peer Group and Benchmarking

    (1) Triton International was removed from peer group as it was acquired during 2023.

  30. Components of Compensation

    Components of Compensation The compensation provided to our NEOs in 2024 consisted of the same pay 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 contributes to attraction and retention of our talented executives, recognizes individual roles and responsibilities, and provides stable income. ■Annual Incentive Compensation. Annual bonuses (which we refer to as our Short-Term Incentive Plan, or "STIP") contribute to competitive total pay while promoting 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") contributes to competitive total pay while providing restricted stock units ("RSUs") and performance stock units ("PSUs") that align our executives’ and stockholders’ interests by rewarding long-term financial and operational performance. We do not currently grant new awards of stock options, stock appreciation rights or similar option-like equity awards. 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 2024 is described further below.

  31. 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 that is expressed as a percentage of the named executive officer’s annual base salary, originally set forth in his employment agreement and reviewed for potential adjustment each 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 2024, our NEOs’ annual bonuses were based solely on our achievement of financial objectives (Adjusted EBITDA and Adjusted Unlevered Free Cash Flow) with no individual component or discretionary variations applied by the Compensation Committee.

  32. 2024 Short-Term Incentive Plan ("STIP")

    2024 Short-Term Incentive Plan ("STIP") In February 2024, 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 2024 annual incentive plan (the "2024 STIP") and the target bonus percentages of the NEOs (expressed as a percentage of their annual base salary rates at the end of the year) as set forth in the below table for the fiscal year 2024. The target bonus percentages were set to reflect each NEO’s relative responsibility for our performance and appropriately allocate the total cash opportunity between fixed and variable compensation. In April, our Board approved an amendment to Mr. McMonagle’s employment agreement to increase his target bonus opportunity from 50% to 100% of his annual base salary, in order to align with market compensation levels.

  33. 2024 Short-Term Incentive Plan ("STIP")

    | Named Executive Officer | 2024 Target Bonus Percentage(1) | | Ryan McMonagle | 100% | | Christopher J. Eperjesy | 65% | | Joseph Ross | 65% | | Thomas Rich | 65% | | Paul M. Jolas | 65% |

  34. 2024 Short-Term Incentive Plan ("STIP")

    (1) The percentages in this column represent the percentage that was in place as of December 31, 2024. For the 2024 STIP, it was determined that Adjusted EBITDA and Adjusted Unlevered Free Cash Flow (each as described below) should be used as the performance measures for determining the cash STIP bonus payable to our NEOs. Adjusted EBITDA and Adjusted Unlevered Free Cash Flow were chosen as the appropriate performance measures to motivate our key executives, including the NEOs, to both maximize earnings and increase our enterprise value. The performance measures’ thresholds and targets are set such that they exceed fixed cash commitments. Adjusted EBITDA is calculated as net income, as adjusted for provision for income taxes, interest expense, net, depreciation of rental equipment and non-rental depreciation and amortization, and further adjusted for the impact of the fair value mark-up of acquired rental fleet (the "non-cash purchase accounting impact"), business acquisition and merger-related costs, including integration, the impact of accounting for certain of our rental contracts with customers that are accounted for under GAAP as a sales-type lease and stock compensation expense. A reconciliation of Adjusted EBITDA (which is a non-GAAP financial measure) to the most comparable GAAP measure is included in Annex A to this proxy statement. Adjusted Unlevered Free Cash Flow is calculated as net cash flow from operating activities, adjusted for non-trade floor plan activity of acquisition of inventory through floor plan payables, less repayment of non-trade floor plan payables, for an adjusted net cash flow from operating activities, less net cash flow from investing activities adjusted for acquisitions. A reconciliation of Adjusted Unlevered Free Cash Flow (which is a non-GAAP financial measure) to the most comparable GAAP measure is included in Annex A to this proxy statement. For our NEOs, 70% of their bonus opportunity for 2024 was based on Company ("corporate") Adjusted EBITDA and 30% was based on Adjusted Unlevered Free Cash Flow. As noted below, for 2024, the performance thresholds were not met, and as such, no STIP was awarded.

  35. 2024 Short-Term Incentive Plan ("STIP")

    | Performance Criteria (Corporate) | Threshold (50% Payout) ($ millions) | Target (100% Payout) ($ millions) | Maximum (175% Payout) ($ millions) | 2024 Performance ($ millions) | Payout Percentage Performance | | Adjusted EBITDA | $427.0 | $469.0 | $511.0 | $339.7 | —% | | Adjusted Unlevered Free Cash Flow | $165.0 | $235.0 | $306.0 | $2.2 | —% |

  36. Discretionary Adjustments and Bonuses

    Discretionary Adjustments and Bonuses In the beginning of the 2024 fiscal year, we established 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. In making discretionary adjustments or awards, the Compensation Committee may take into consideration such factors and circumstances as it considers appropriate. There were no discretionary adjustments or bonuses awarded for 2024.

  37. 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 the 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.

  38. 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 select 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). Holders of the units may not sell, assign or otherwise transfer them, without approval as required under the Amended and Restated 2019 Omnibus Incentive Plan (the “2019 Omnibus Incentive Plan”). The Compensation Committee has established target 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 target award he or she would have received in 2023 and in 2024. As such, the NEOs (other than Mr. Jolas in connection with his commencing employment in 2023) did not receive LTIP grants in 2023 and 2024. 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 relates to the applicable performance year, as set forth in the table below.

  39. 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 |

  40. 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 up to the end of the performance period. 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.

  41. PSU Achievement for 2024

    PSU Achievement for 2024 On February 28, 2024, the Compensation Committee certified that the Adjusted EBITDA goal for the fiscal year ended December 31, 2023 for such performance period 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, became fully vested on December 31, 2024. The Adjusted EBITDA goal threshold for the fiscal year ended December 31, 2024, and the stock price-based goal threshold for the three-year fiscal period ended December 31, 2024, were not met. Therefore, the 2021 Tranche 1 and Tranche 2 PSUs as well as the 2022 Tranche 2 PSUs that would have been eligible for vesting at December 31, 2025 were cancelled. 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 42.

  42. Named Executive Officer LTIP Awards

    Named Executive Officer LTIP Awards The following table lists the LTIP grants made (or deemed made) to the NEOs in 2024.

  43. Named Executive Officer LTIP Awards

    | Named Executive Officer | RSUs (units) | PSUs (units)(1) | | Ryan McMonagle | — | 40,625 | | Christopher J. Eperjesy | — | 33,750 | | Joseph Ross | — | 25,000 | | Thomas Rich | — | 25,000 | | Paul M. Jolas | — | 16,874 |

  44. Named Executive Officer LTIP Awards

    (1) The PSUs shown in this table reflect the portion of the 2022 Tranche 2 PSUs (with the exception of Mr. Jolas, which was awarded in 2023 in connection with his commencing employment) applicable to the fiscal 2024 performance year that were approved by the Board in 2022 that are considered for accounting purposes to be granted in 2024 when the Adjusted EBITDA goal was established by the Compensation Committee during their February 2024 meeting. It was determined during the year the performance target was not going to be met and these PSUs were forfeited prior to the vesting period. 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 39.

  45. 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 2024 Annual Report on Form 10-K. Additional information regarding the assumptions used to calculate the value of stock awards is provided in Note 13 to our audited consolidated financial statements included in our 2024 Annual Report on Form 10-K.

  46. 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.

  47. 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 the section entitled "Potential Payments Upon Termination or a Change in Control" on page 43.

  48. 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 it 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.

  49. Summary Compensation Table

    Summary Compensation Table The following table presents summary information regarding the total compensation for the years ended December 31, 2024, 2023 and 2022 for the named executive officers.

  50. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Non-Equity Incentive Plan ($) | All Other ($)(3) | Total ($) | | Ryan McMonagle (Chief Executive Officer) | 2024 | 850,000 | — | 253,500 | — | 22,948 | 1,126,448 | | | 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 | | Christopher J. Eperjesy (Chief Financial Officer) | 2024 | 597,116 | — | 210,600 | — | 23,870 | 831,586 | | | 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) | 2024 | 490,385 | — | 156,000 | — | 23,773 | 670,158 | | | 2023 | 450,000 | — | 187,750 | 266,175 | 25,950 | 929,875 | | | 2022 | 450,000 | — | 1,691,000 | 253,295 | 30,751 | 2,425,046 | | Thomas Rich (President — Rentals) | 2024 | 490,385 | — | 156,000 | — | 17,372 | 663,757 | | | 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 | | Paul M. Jolas (Executive Vice President, General Counsel and Corporate Secretary) | 2024 | 430,000 | — | 105,294 | — | 26,975 | 562,269 | | | 2023 | 165,385 | — | 1,251,791 | 107,313 | 20,111 | 1,544,600 |

  51. Summary Compensation Table

    (1) The amounts reported as salary in this column for 2024 may not exactly match the base salaries disclosed as 2024 base salaries in the CD&A due to base salary changes that occurred during the year. For additional information, please refer to "2024 Base Salaries" on page 30. (2) 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 32 and under "Grants of Plan-Based Awards" on page 39. Please refer to the section "Accounting for Share-Based Compensation" in the CD&A on page 34 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 2024 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 32, grants of the Tranche 2 PSUs reflected in the Summary Compensation Table for 2024 reflect the portion of the Tranche 2 PSUs applicable to the fiscal 2024 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 13 to our Consolidated Financial Statements contained in our 2024 Annual Report on Form 10-K. (3) The amounts reported as earned in this column represent the following for 2024: –Mr. McMonagle. Amounts include: $6,865 for 401(k) matching contributions and $16,083 for costs related to a company vehicle. –Mr. Eperjesy. Amounts include: $9,470 for 401(k) matching contributions and $14,400 for a vehicle allowance. –Mr. J. Ross. Amounts include: $9,373 for 401(k) matching contributions and $14,400 for a vehicle allowance. –Mr. Rich. Amounts include: $17,372 for costs related to a company vehicle. –Mr. Jolas. Amounts include: $6,946 for 401(k) matching contributions, $14,400 for a vehicle allowance and $5,629 for costs related to a company vehicle.

  52. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The table below presents information regarding awards under the 2024 STIP and LTIP for the fiscal year ended December 31, 2024.

  53. Grants of Plan-Based Awards

    | | | | Estimated Future Payouts Under | | | Estimated Future Payouts Under | | | All Other Stock Awards: Number of Shares of Stock or Units) | Grant Date Fair Value of Stock Awards ($)(5) | | | | | Non-Equity Incentive Plan Awards | | | Equity Incentive Plan Awards | | | | | | Name | Plan | Grant Date(3) | Threshold ($)(2) | Target ($)(2) | Maximum ($)(2) | Threshold (#)(4) | Target (#)(4) | Maximum (#)(4) | | | | Ryan McMonagle | 2024 STIP(1)(2) | | 425,000 | 850,000 | 1,487,500 | | | | | | | | 2022 LTIP PSU(3)(4) | 2/28/24 | | | | — | 40,625 | — | | 253,500 | | Christopher J. Eperjesy | 2024 STIP(1)(2) | | 195,000 | 390,000 | 682,500 | | | | | | | | 2022 LTIP PSU(3)(4) | 2/28/24 | | | | — | 33,750 | — | | 210,600 | | Joseph Ross | 2024 STIP(1)(2) | | 162,500 | 325,000 | 568,750 | | | | | | | | 2022 LTIP PSU(3)(4) | 2/28/24 | | | | — | 25,000 | — | | 156,000 | | Thomas Rich | 2024 STIP(1)(2) | | 162,500 | 325,000 | 568,750 | | | | | | | | 2022 LTIP PSU(3)(4) | 2/28/24 | | | | — | 25,000 | — | | 156,000 | | Paul M. Jolas | 2024 STIP(1)(2) | | 139,750 | 279,500 | 489,125 | | | | | | | | 2023 LTIP PSU(3)(4) | 2/28/24 | | | | — | 16,874 | — | | 105,294 |

  54. Grants of Plan-Based Awards

    (1) With respect to the 2024 STIP awards, on February 28, 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 2024 STIP awards and the determination of the STIP target bonus percentages, see the discussion under "2024 Short-Term Incentive Plan ("STIP")" in the CD&A on page 31. (2) The 2024 STIP awards consist of annual incentive bonus opportunities for each of the NEOs awarded under the 2024 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 2024 STIP under "2024 Short-Term Incentive Plan ("STIP")" above on page 31. The award amounts shown in this table are calculated based on each NEO’s annual base salary in effect on December 31, 2024. For more information regarding the NEOs’ 2024 Base Salaries, see the discussion under "2024 Base Salaries" in the CD&A on page 30. For 2024 the performance thresholds were not met, and as such, no STIP was awarded to the NEOs. (3) The LTIP Awards for Messrs. McMonagle, Eperjesy, Ross and Rich reflect the portion of the 2022 Tranche 2 PSUs applicable to the fiscal 2024 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 the Tranche 2 PSUs applicable to the fiscal 2024 performance year granted for accounting purposes following the Compensation Committee’s establishment of the Adjusted EBITDA goal (8,437 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) 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 38 and Note 13 to our Consolidated Financial Statements contained in our 2024 Annual Report on Form 10-K.

  55. 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, 2024. The market value of the shares of common stock reflected in the table is based upon the market price per share on December 31, 2024 (the last trading day of 2024), which was $4.81.

  56. 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 | 40,625 | 195,406 | | | | | 2021 PSU Award | 5/27/21 | | | — | — | | | 2021 RSU Award | 7/08/21 | 40,625 | 195,406 | | | | | 2021 PSU Award | 7/08/21 | | | — | — | | | 2022 RSU Award | 8/02/22 | 243,750 | 1,172,438 | | | | | 2022 PSU Award | 8/02/22 | | | 162,500 | 781,625 | | Christopher J. Eperjesy | 2022 RSU Award | 8/02/22 | 180,000 | 865,800 | | | | | 2022 PSU Award | 8/02/22 | | | 135,000 | 649,350 | | Joseph Ross | 2021 RSU Award | 5/27/21 | 25,000 | 120,250 | | | | | 2021 PSU Award | 5/27/21 | | | — | — | | | 2021 RSU Award | 7/08/21 | 25,000 | 120,250 | | | | | 2021 PSU Award | 7/08/21 | | | — | — | | | 2022 RSU Award | 8/02/22 | 150,000 | 721,500 | | | | | 2022 PSU Award | 8/02/22 | | | 100,000 | 481,000 | | Thomas Rich | 2021 RSU Award | 5/27/21 | 25,000 | 120,250 | | | | | 2021 PSU Award | 5/27/21 | | | — | — | | | 2021 RSU Award | 7/08/21 | 25,000 | 120,250 | | | | | 2021 PSU Award | 7/08/21 | | | — | — | | | 2022 RSU Award | 8/02/22 | 150,000 | 721,500 | | | | | 2022 PSU Award | 8/02/22 | | | 100,000 | 481,000 | | Paul M. Jolas | 2023 RSU Award 1 | 7/31/23 | 50,625 | 243,506 | | | | | 2023 RSU Award 2 | 7/31/23 | 67,500 | 324,675 | | | | | 2023 PSU Award 1 | 7/31/23 | | | 33,750 | 162,338 | | | 2023 PSU Award 2 | 7/31/23 | | | 33,750 | 162,338 |

  57. 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. Refer to "2022 LTIP — Type of Equity Granted and Performance Metrics" on page 32 for a further description of the PSU vesting provisions.

  58. 2024 Stock Vested and Option Exercises

    2024 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 2024. There were no exercises of stock options during 2024 by our NEOs. Stock awards vested in 2024 are comprised of RSUs and PSUs granted under the LTIP for the fiscal years ended December 31, 2022, 2023 and 2024.

  59. 2024 Stock Vested and Option Exercises

    | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Ryan McMonagle | 242,176 | $1,352,117 | | Christopher J. Eperjesy | 91,868 | $514,110 | | Joseph Ross | 136,100 | $761,641 | | Thomas Rich | 136,100 | $761,641 | | Paul M. Jolas | 22,968 | $128,532 |

  60. 2024 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 2024, certain RSUs and PSUs held by our NEOs vested on April 1, 2024 and December 31, 2024, respectively, and the closing price per share of our common stock was $5.88 and $4.81, respectively.

  61. 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 40. 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 34. 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, 2024 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 2024.

  62. 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 | 850,000 | 43,077 | — | 2,593,077 | | | Termination Without Cause or for Good Reason in Connection with a Change in Control | 1,700,000 | 850,000 | 43,077 | 1,563,250 | 4,156,327 | | | Termination Due to Death | — | — | 171,539 | — | 171,539 | | | Termination Due to Disability | — | — | 21,539 | — | 21,539 | | | Change in Control (No Termination) | — | — | — | 1,563,250 | 1,563,250 | | Christopher J. Eperjesy | Termination Without Cause or for Good Reason (No Change in Control) | 600,000 | 390,000 | 21,539 | — | 1,011,539 | | | Termination Without Cause or for Good Reason in Connection with a Change in Control | 600,000 | 390,000 | 21,539 | 865,800 | 1,877,339 | | | Termination Due to Death | — | — | 171,539 | — | 171,539 | | | Termination Due to Disability | — | — | 21,539 | — | 21,539 | | | Change in Control (No Termination) | — | — | — | 865,800 | 865,800 | | Joseph Ross | Termination Without Cause or for Good Reason (No Change in Control) | 500,000 | 325,000 | 28,210 | — | 853,210 | | | Termination Without Cause or for Good Reason in Connection with a Change in Control | 500,000 | 325,000 | 28,210 | 962,000 | 1,815,210 | | | Termination Due to Death | — | — | 178,210 | — | 178,210 | | | Termination Due to Disability | — | — | 28,210 | — | 28,210 | | | Change in Control (No Termination) | — | — | — | 962,000 | 962,000 | | Thomas Rich | Termination Without Cause or for Good Reason (No Change in Control) | 500,000 | 325,000 | 28,139 | — | 853,139 | | | Termination Without Cause or for Good Reason in Connection with a Change in Control | 500,000 | 325,000 | 28,139 | 962,000 | 1,815,139 | | | Termination Due to Death | — | — | 178,139 | — | 178,139 | | | Termination Due to Disability | — | — | 28,139 | — | 28,139 | | | Change in Control (No Termination) | — | — | — | 962,000 | 962,000 | | Paul M. Jolas | Termination Without Cause or for Good Reason (No Change in Control) | 430,000 | 279,500 | 17,422 | — | 726,922 | | | Termination Without Cause or for Good Reason in Connection with a Change in Control | 430,000 | 279,500 | 17,422 | 568,181 | 1,295,103 | | | Termination Due to Death | — | — | 167,422 | — | 167,422 | | | Termination Due to Disability | — | — | 17,422 | — | 17,422 | | | Change in Control (No Termination) | — | — | — | 568,181 | 568,181 |

  63. 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 case of Mr. McMonagle, 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. (3) Continued participation at the Company’s cost in the Company’s group health plan for up to 12 months (or, in the case of Mr. McMonagle, 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 34 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.

  64. 2024 Pay Ratio

    2024 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 compensation of Mr. McMonagle, our CEO during fiscal year 2024. The ratio of the annual total compensation of our "median employee" of $76,517 to the annual total compensation of our CEO of $1,126,448, was approximately 15:1. 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 2024 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.

  65. 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 2024, 2023 and 2022 fiscal years.

  66. 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) | | 2024 | $1,126,448 | — | $353,322 | — | $681,943 | $501,033 | $77.83 | $135.70 | $(28.7) | $339.7 | | 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 |

  67. Pay Versus Performance

    (1) Ryan McMonagle served as Chief Executive Officer ("CEO"), the principal executive officer ("PEO"), in fiscal year 2024 and in fiscal year 2023 after March 20, 2023, and served as President and Chief Operating Officer in fiscal year 2022 and in fiscal year 2023 until March 20, 2023. Fred Ross served as CEO, the PEO, 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 CEO, Mr. McMonagle, for the fiscal years ended December 31, 2023 and 2024, 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, 2022 and 2023, as reported in the Summary Compensation Table in the Company’s 2024 Proxy Statement. Fiscal year 2023 compensation reflected in the Summary Compensation Table Total for Non-PEO NEOs column reflects Mr. F 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 38, with specified adjustments for pensions (if applicable) and stock-based compensation. To calculate CAP, the following amounts were deducted from and added to SCT total compensation:

  68. Pay Versus Performance

    | PEO SCT Total to CAP Reconciliation: | | | | | Year | SCT Total(i) | Net Adjustments to SCT Total(ii) | CAP | | 2024 | $1,126,448 | $(773,126) | $353,322 |

  69. Pay Versus Performance

    | Average Non-PEO NEOs SCT Total to CAP Reconciliation: | | | | | Year | SCT Total(i) | Net Adjustments to SCT Total(ii) | CAP | | 2024 | $681,943 | $(180,910) | $501,033 |

  70. Pay Versus Performance

    (i) Reflects "Total Compensation" reported in the SCT for the year shown. (ii) Includes the value of equity calculated in accordance with the SEC methodology for determining CAP for each year shown. 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 34 for additional information. The equity components of CAP for the 2024 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.

  71. Pay Versus Performance

    | Adjustments to Determine Compensation "Actually Paid" for CEOs | 2024 | | Deduction for amounts reported under the "Stock Awards" column in the SCT | $(253,500) | | 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 | (744,250) | | Increase/deduction for change in fair value from prior year-end to vesting date of awards granted prior to year that vested during year | 224,624 | | Total adjustments | $(773,126) |

  72. Pay Versus Performance

    | Adjustments to Determine Average Compensation "Actually Paid" for Non-CEO NEOs | 2024 | | Deduction for amounts reported under the "Stock Awards" column in the SCT | $(156,974) | | Increase for fair value of awards granted during year that remain unvested as of year-end | (44,499) | | 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 | (58,224) | | Increase/deduction for change in fair value from prior year-end to vesting date of awards granted prior to year that vested during year | 78,787 | | Total adjustments | $(180,910) |

  73. 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 2024 Short-Term Incentive Plan ("STIP") on page 31. The following discusses the relationship between compensation actually paid to our CEOs and the average of our non-CEO NEOs versus selected measures for 2022-2024: Compensation Actually Paid vs. Net Income (Loss) ■Compensation actually paid to our current CEO of $0.4 million and $0.8 million for 2024 and 2023, respectively, and to our former CEO of $0.3 million and $3.1 million for 2023 and 2022, respectively, and average compensation actually paid to our non-CEO NEOs of $0.5 million, $0.6 million and $1.4 million for 2024, 2023 and 2022, respectively, compares to net income (loss) of $(28.7) million, $50.7 million and $38.9 million for 2024, 2023 and 2022, respectively. Compensation Actually Paid vs. Adjusted EBITDA ■Compensation actually paid to our current CEO of $0.4 million and $0.8 million for 2024 and 2023, respectively, and to our former CEO of $0.3 million and $3.1 million for 2023 and 2022, respectively, and average compensation actually paid to our non-CEO NEOs of $0.5 million, $0.6 million and $1.4 million for 2024, 2023 and 2022, respectively, compares to Adjusted EBITDA of $339.7 million, $426.9 million and $393.0 million for 2024, 2023 and 2022, respectively. Company Cumulative TSR vs. PvP Peer Group TSR ■The Company’s TSR of $77.83, $97.78 and $85.75, for 2024, 2023 and 2022, respectively, compares to Peer Group TSR of $135.70, $146.01 and $114.07 for 2024, 2023 and 2022, respectively. Compensation Actually Paid vs. Company Cumulative TSR ■During 2024, compensation actually paid to our CEO and average compensation actually paid to our non-CEO NEOs declined 68% and 13%, respectively, compared to a 20% decrease in the Company’s 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. The following table lists the four 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.

  74. Pay Versus Performance

    | Most Important Performance Measures | | Adjusted EBITDA(1)(3) | | Adjusted Unlevered Free Cash Flow(2)(3) | | Gross Profit(4) | | Leverage Ratio(5) |

  75. 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 32. (2) Adjusted Unlevered Free Cash Flow is one of the performance measures used for bonus opportunity, as discussed in 2024 Short-Term Incentive Plan ("STIP") on page 31. (3) For our NEOs, 100% of their bonus opportunity for 2024 was based on Company ("corporate") Adjusted EBITDA and Adjusted Unlevered Free Cash Flow for 2024, as discussed in 2024 Short-Term Incentive Plan ("STIP") on page 31. (4) Gross Profit is the performance measure used to evaluate the Company’s operating segment performance. For additional information, see Note 19 to our audited consolidated financial statements included in our 2024 Annual Report on Form 10-K. (5) 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, over Adjusted EBITDA.