DEF 14A of Proficient Auto Logistics, Inc, Apr 8, 2025

DEF 14A of Proficient Auto Logistics, Inc

Filed Apr 8, 2025 · FY20240001213900-25-029640

Open on EDGAR

  1. PROPOSAL NO. 1: ELECTION OF the board of DIRECTORS

    PROPOSAL NO. 1: ELECTION OF the board of DIRECTORS At the Annual Meeting, stockholders will vote on the election of eight (8) director nominees listed on the following pages. The term of the directors expires at the Company’s 2026 annual meeting of stockholders. Following the recommendation of the Nominating and Corporate Governance Committee, the Company’s Board of Directors (the “Board”) has nominated Richard D. O’Dell, Charles A. Alutto, Douglas L. Col, Brenda Frank, James B. Gattoni, Steven F. Lux, John F. Schraudenbach, and John Skiadas for election at the Annual Meeting. If any director nominee is unable to serve, the individuals named as proxy may vote for another nominee proposed by the Board, or the Board may reduce the number of directors to be elected. Each nominee has indicated that they will serve if elected. If any director resigns, dies, or is otherwise unable to serve out his or her term, or the Board increases the number of directors, the Board may fill the vacancy until the next annual meeting of stockholders. Set forth below is information with respect to the nominees for election as directors. There are no arrangements or understandings between any director and any other person pursuant to which any director was or is selected as a director or nominee, other than Mr. Skiadas, who entered into a Consulting Agreement with the Company pursuant to which the Company agreed that, among other things, Mr. Skiadas would be nominated as a candidate standing for election at the 2025 Annual Meeting. Additional information regarding Mr. Skiadas’s Consulting Agreement is described in the section titled “Related Party Transactions.”

  2. PROPOSAL NO. 1: ELECTION OF the board of DIRECTORS

    | | Our Board recommends a vote FOR the election to the Board for each of the nominees listed below. |

  3. PROPOSAL NO. 1: ELECTION OF the board of DIRECTORS

    | Richard D. O’Dell Age 63 | Richard D. O’Dell is Chief Executive Officer of the Company. Mr. O’Dell has served as the Non-Executive Chairman of the Board of Directors of Saia since April 2020. Mr. O’Dell served as Chief Executive Officer of Saia from December 2006 until his retirement in April 2020. Mr. O’Dell joined Saia in 1997 and served in various executive and financial positions until his appointment as Chief Executive Officer. Mr. O’Dell also has experience in public accounting as a certified public accountant. Mr. O’Dell graduated with a bachelor’s degree in Accounting from the University of Kansas. | | | Mr. O’Dell’s industry and accounting expertise and deep understanding of finance in large companies qualify him to serve on our Board. | | Charles A. Alutto Age 59 | Charles A. Alutto is a director of the Board. Mr. Alutto has served as an operating executive with The Halifax Group, a private equity company, since October 2021. Mr. Alutto served as Chief Executive Officer of Sierra Lake Acquisition Corp., a blank-check special purpose acquisition corporation, from September 2021 until December 2022. From 2013 through 2019, Mr. Alutto was President and Chief Executive Officer of Stericycle Inc. (NASDAQ: SRCL), or Stericycle, a compliance company that specialized in collecting and disposing of regulated wastes and also provided document destruction services. Mr. Alutto served on Stericycle’s board of directors from 2012 to 2019 and currently serves as an independent board member for several privately held companies. Mr. Alutto has an MBA from St. John’s University and a bachelor’s degree in Finance from Providence College. | | | Mr. Alutto’s extensive background and leadership experience in various industries make him qualified to serve on our Board. |

  4. PROPOSAL NO. 1: ELECTION OF the board of DIRECTORS

    | Douglas L. Col Age 60 | Douglas L. Col is a director of the Board. Mr. Col served as Executive Vice President & Chief Financial Officer of Saia, Inc., a transportation company providing less-than-truckload services across North America, from January 2020 through his retirement as Chief Financial Officer in May 2024. Mr. Col joined Saia in 2014 as Vice President and Treasurer. Prior to joining Saia, Mr. Col was a Director in the transportation investment banking group at Cowen and Company from 2012-2013. From 2006-2011 Mr. Col was an equity analyst at Wellspring Management where he focused on industrial and transportation sectors. Mr. Col was a fund manager at Red Rock Partners from 2004-2006. Mr. Col is a current member of the board of directors of Knight-Swift Transportation Holdings Inc. (NYSE: KNX), a diversified freight transportation company. Mr. Col received his MBA from Vanderbilt University — Owen Graduate School of Management in 1994 and spent 10 years at Morgan Keegan & Company where he was a Managing Director focused on transportation equities. Mr. Col also has a Bachelor of Civil Engineering degree from the Georgia Institute of Technology. | | | Mr. Col’s over 20 years of experience in operations, strategy and corporate development in transportation-related industries make him qualified to serve on our Board. | | Brenda Frank Age 55 | Brenda Frank is a director of the Board. Ms. Frank is the current Group Senior Vice President of Human Resources at Ross Stores, Inc. (NASDAQ: ROST). Since joining Ross Stores in 2018, she has leveraged her extensive experience in human capital management and legal affairs. Previously, she served as Chief People Officer at Stericycle (NASDAQ: SRCL) from 2016 to 2018, where she led the integration of the Shred-it acquisition. From 2010 to 2016, she held the position of Executive Vice President of Human Resources, Franchise Relations, General Counsel & Secretary at Shred-it. Earlier in her career, she served as Senior Vice President and General Manager of HR at Itochu International Inc., the North American flagship of ITOCHU Corporation, overseeing HR operations for investments in a variety of industries. She began her career practicing law at Wilson Sonsini Goodrich & Rosati and Proskauer Rose LLP. Ms. Frank holds a J.D. from the New York University School of Law and graduated magna cum laude with a B.S. in Accounting from the State University of New York at Albany. | | | Ms. Frank’s experience in human resources, working for public companies and legal expertise make her qualified to serve on our Board. | | James B. Gattoni Age 63 | James B. Gattoni is a director of the Board. Mr. Gattoni served as President and Chief Executive Officer of Landstar System, Inc. (NASDAQ: LSTR) (“Landstar”), a worldwide, technology-enabled, asset-light provider of integrated transportation management solutions from 2015 until his retirement in 2024. From November 1995 through June 2024, Mr. Gattoni served in various capacities for Landstar, including as chief financial officer from 2007 through 2013 and President and CFO in 2014. Prior to joining Landstar, Mr. Gattoni was a certified public accountant in audit with KPMG for approximately eight years. Mr. Gattoni received a bachelor’s degree in Accounting from Ramapo College. | | | Mr. Gattoni’s 28 years of management and financial experience in the transportation industry make him qualified to serve on our Board. |

  5. PROPOSAL NO. 1: ELECTION OF the board of DIRECTORS

    | Steven F. Lux Age 67 | Steven F. Lux is a director of the Board. Mr. Lux is a Founder and Managing Partner at Topmark Partners, a growth equity firm based in Tampa, Florida, which spun out of Stonehenge Capital in 2013. Mr. Lux was a director of, and an investor in, Proficient Auto Transport from 2004 until its sale to the Company in May 2024. From November 1998 through June 2013, Mr. Lux was a Managing Director of Stonehenge Capital, a growth equity fund. Prior to 1998, Mr. Lux spent 17 years with Bank One and its predecessor in Dallas, where he led a team of commercial lenders that focused on and originated over $500 million of middle market buyouts and financed technology-enabled businesses. He later joined Bank One’s Capital Markets Group, where he originated venture capital, private equity, and corporate finance transactions throughout Texas and the Southwest. Mr. Lux has both an MBA in Finance and Accounting and a Bachelor of Arts in Economics from Tulane University. | | | Mr. Lux’s experience in finance, accounting and maximizing efficiencies make him qualified to serve on our Board. | | John F. Schraudenbach Age 65 | John F. Schraudenbach has served on our Board of Directors as our audit committee chair since the closing of our IPO. Mr. Schraudenbach is a partner with The Goodwin Group, an executive retained search firm. Prior to joining Goodwin, Mr. Schraudenbach held various positions at Ernst & Young for 37 years until his retirement in June 2019. Mr. Schraudenbach serves on the board of OneWater Marine (ONEW) which is a boat retailer where he is the Chairman of the Board. He also serves on the board of Printpack, Inc., a private manufacturer of packaging materials for consumer products and other industries. Mr. Schraudenbach also serves on the University of Georgia Foundation Board as well as various other civic organizations. Mr. Schraudenbach received both a Bachelor and Masters of Accounting from the University of Georgia. He was a certified public accountant. | | | Mr. Schraudenbach’s substantial financial and business expertise make him qualified to serve on our Board of Directors. | | John Skiadas Age 54 | John Skiadas is a director of the Board. Mr. Skiadas is the former owner of Delta Automotive Services, Inc., doing business as Delta Auto Transport, which he founded in 1999. Mr. Skiadas earned his bachelor’s degree from the University of Maryland, studying Transportation and Logistics. | | | Mr. Skiadas’s industry knowledge, market expertise and leadership experience make him qualified to serve on our Board. |

  6. Board of Directors

    Board of Directors

  7. Indemnification of Directors and Executive Officers

    Indemnification of Directors and Executive Officers We have entered into agreements to indemnify our directors and certain of our officers in addition to the right to indemnification provided to such persons in our certificate of incorporation and by-laws. These agreements will, among other things, require us to indemnify these individuals to the fullest extent permitted under Delaware law, including for certain expenses (including attorneys’ fees), judgments, fines and settlement amounts incurred by such person in any action or proceeding, including any action by or in our right, on account of services by any such person as a director or officer of our Company or as a director or officer of any of our subsidiaries, or as a director or officer of any other company or enterprise if any such person serves in such capacity at our request. We also intend to enter into indemnification agreements with our future directors and executive officers.

  8. Director Compensation

    Director Compensation The table below shows all compensation paid to each individual who served as a non-employee member of the Board during 2024 for their services as directors in 2024, other than Mr. Lux, who did not receive any compensation in 2024 for his service as a director.

  9. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Charles Alutto | $45,000 | $75,000 | $120,000 | | Douglas Col | 37,500 | 75,000 | 112,500 | | Brenda Frank | 12,500 | 37,500 | 50,000 | | James Gattoni | 60,000 | 75,000 | 135,000 | | John Schraudenbach | 48,750 | 75,000 | 123,750 |

  10. Director Compensation

    (1) The amounts reported represent the aggregate grant date fair value of the restricted stock units (“RSUs”) awarded to the non-employee directors in the year ended December 31, 2024, calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, “Compensation — Stock Compensation (Topic 718).” Such grant date fair values do not take into account any estimated forfeitures. The amounts reported in this column reflect the accounting cost for these RSUs and do not correspond to the actual economic value actually received by the non-employee directors or that may be received by the non-employee directors upon the sale of the underlying shares of Common Stock. As of December 31, 2024, each director held RSUs as shown below.

  11. Director Compensation

    | Name | Number of Shares Underlying RSUs(1) | | Charles Alutto | 5,000 | | Douglas Col | 5,000 | | Brenda Frank | 4,448 | | James Gattoni | 5,000 | | John Schraudenbach | 5,000 |

  12. Director Compensation

    (1) The RSUs vest on May 13, 2025 and convert into Common Stock on a one-for-one basis.

  13. Non-Employee Director Compensation

    Non-Employee Director Compensation Following completion of our IPO, Messrs. Alutto, Col, Gattoni and Schraudenbach each received annual compensation of $50,000 in cash and $75,000 in shares of common stock under the 2024 Plan (as defined below) in the form of RSUs (based on the price to public of our common stock in the IPO) that will vest in full on May 13, 2025, the first anniversary of the date of the grant. Under our director compensation program, each new non-employee director elected to the Board is granted an initial, one-time grant of shares of common stock under the 2024 Plan in the form of RSUs (based on the fair market value on the date of grant) equal to $75,000 (prorated based on the effective date of the director’s appointment), which vests on the date of the next succeeding annual meeting of stockholders. On the date of each annual meeting of stockholders, each non-employee director receives an annual equity award with a value of $75,000, which vests on the date of the next succeeding annual meeting of stockholders. In addition to these equity awards, we pay our non-employee directors an annual cash retainer for service on the Board of $50,000. The lead director is paid an additional cash retainer of $20,000 per year, the chair of the Audit Committee is paid an additional cash retainer of $15,000 per year and the chairs of the Compensation Committee and the Nominating and Corporate Governance Committee are each paid an additional cash retainer of $10,000 per year. We also reimburse our non-employee directors for reasonable travel and out-of-pocket expenses incurred in connection with attending our Board of Directors and committee meetings. This program is intended to provide a total compensation package that enables us to attract and retain qualified and experienced individuals to serve as directors and to align our directors’ interests with those of our stockholders.

  14. 2024 Summary Compensation Table

    2024 Summary Compensation Table Our NEOs for the year ended December 31, 2024 include our Chief Executive Officer, our President and Chief Operating Officer, our Chief Financial Officer and our former President and Chief Operating Officer. The following table presents the compensation awarded to, earned by or paid to each of our NEOs for the year ended December 31, 2024.

  15. 2024 Summary Compensation Table

    | Name and Principal Position | Salary ($) | Bonus ($)(2) | Stock Awards ($)(3) | All Other Compensation ($)(4) | Total ($) | | Richard D. O’Dell Chairman and Chief Executive Officer | $650,000(1) | $ — | $18,187,980 | $ — | $18,837,980 | | Amy Rice President and Chief Operating Officer | 168,663 | — | 1,325,000 | 3,059 | 1,496,723 | | Brad Wright Chief Financial Officer | 189,862 | 75,000 | 1,325,000 | 16,630 | 1,607,187 | | Randy Beggs(2) Former President and Chief Operating Officer | 188,551 | — | 1,200,000 | 81,820 | 1,470,372 |

  16. 2024 Summary Compensation Table

    (1) Mr. O’Dell’s base salary for the twelve months ending May 13, 2024 was paid in 2024 pursuant to the terms of his employment agreement. (2) No discretionary cash bonuses were paid in 2025 in respect of performance in 2024 as the Company did not meet the financial performance targets set by the Board. Mr. Wright was paid a one-time transaction success bonus of $75,000 upon completion of the Company’s IPO. (3) In connection with the IPO, Mr. O’Dell received an award of 1,212,532 RSUs (equal to five percent of our then outstanding shares on a fully diluted basis (other than shares reserved for issuance under the 2024 Plan)), Mr. Beggs received an award of 80,000 RSUs and Mr. Wright received an award of 88,333 RSUs. Mr. Beggs’s RSUs were forfeited upon his retirement in August 2024. Ms. Rice received an award of 64,666 RSUs in connection with the execution of her employment agreement. See “— Executive Employment Agreements.” The amounts reported represent the aggregate grant date fair value of RSUs awarded to the NEOs in 2024 calculated in accordance with ASC Topic 718. Such grant date fair value does not take into account any estimated forfeitures. These amounts do not correspond to the actual value that may be recognized by the NEOs upon vesting of the applicable awards. (4) The amounts reported in “All Other Compensation” include: Mr. Wright — $16,630 for housing reimbursement, and Mr. Beggs — $81,820 for car and car allowance.

  17. 2024 Outstanding Equity Awards at Fiscal Year-End

    2024 Outstanding Equity Awards at Fiscal Year-End The following table sets forth the outstanding equity awards held by our NEOs as of December 31, 2024.

  18. 2024 Outstanding Equity Awards at Fiscal Year-End

    | Name | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)(1) | | Richard D. O’Dell | 808,355 | $6,523,425 | | Amy Rice | 64,666 | 521,855 | | Brad Wright | 88,333 | 712,847 | | Randy Beggs(2) | — | — |

  19. 2024 Outstanding Equity Awards at Fiscal Year-End

    (1) The market value of RSUs that have not vested is based on the number of unvested RSUs outstanding multiplied by $8.07, which was the closing price of our Common Stock on the Nasdaq Stock Market on December 31, 2024. (2) Mr. Beggs retired on August 14, 2024 and, as a consequence his unvested RSUs were forfeited.