Amy Rice
About Amy Rice
President & Chief Operating Officer of Proficient Auto Logistics (PAL), appointed August 14, 2024, following the IPO integration of PAL’s founding companies; prior leadership roles include CSX Corp. (2011–2019) and CEO of Sy‑Klone International (2019–2023) . Company operating momentum under current leadership includes Q2 2025 operating revenue of $115.5 million, up 21.4% sequentially and 8.4% year over year, with units delivered up 24% YoY, reflecting market share gains and the Brothers Auto Transport acquisition . PAL is an Emerging Growth Company, disclosing reduced executive compensation detail and exempt from advisory say‑on‑pay votes, which affects compensation transparency .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CSX Corp. | Various roles | 2011–2019 | Class I freight/transport experience; operational exposure to rail and logistics networks |
| Sy‑Klone International | Chief Executive Officer | 2019–2023 | Led industrial manufacturer; executive leadership and operations experience |
External Roles
- No external public company board roles disclosed in the DEF 14A and filings reviewed .
Fixed Compensation
| Item | 2024 | Source |
|---|---|---|
| Base Salary (contracted) | $500,000 (annual, effective Aug 14, 2024) | Employment agreement |
| Base Salary (paid in 2024) | $168,663 | Summary Compensation Table |
| Target Bonus % | 40% of base salary (used to calculate prorated severance bonus) | Employment agreement |
| Actual Bonus Paid (2024) | $0 (no discretionary bonuses due to missed targets) | Proxy disclosure |
| All Other Compensation (2024) | $3,059 | Summary Compensation Table |
Performance Compensation
| Grant Date | Instrument | Shares | Grant-Date Fair Value | Vesting Schedule | Performance Metric | Notes |
|---|---|---|---|---|---|---|
| Aug 14, 2024 | RSUs | 64,666 | $1,325,000 | 33.3% on Aug 14, 2025; 33.3% on Aug 14, 2026; 33.3% on Aug 14, 2027 (continued employment) | Time-based (service) | Award granted at employment; forfeiture upon termination unless otherwise provided |
| 2024 Plan Framework | Plan permits RSUs, options, SARs, and performance awards | — | — | 1–5 year typical vesting; straight-line expense recognition | Performance awards may be tied to revenue, EBITDA, TSR, ROE, margins, cash flow, market share, etc. | No individual performance metrics disclosed for Rice’s 2024 RSU grant |
| Annual Bonus Framework | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Cash bonus (2024 performance) | — | Company financial targets set by Board | Targets not met for 2024 | $0 | Must remain employed through year-end to receive bonus |
Key observation: Rice’s 2024 equity is entirely time‑vesting RSUs; no executive‑specific performance metrics or PSU structures were disclosed for her 2024 grant .
Equity Ownership & Alignment
| Measure | As of | Amount | Detail |
|---|---|---|---|
| Shares Held (direct/indirect) | Mar 31, 2025 | 735 | No RSUs vesting within 60 days |
| Total Beneficial Ownership | Mar 31, 2025 | 735 | Less than 1% of 27,069,114 shares outstanding |
| Unvested RSUs (outstanding awards) | Dec 31, 2024 | 64,666 | Market/payout value $521,855 at $8.07/share |
| Vested vs. Unvested Breakdown | Dec 31, 2024 | Vested: 0; Unvested: 64,666 | First vesting Aug 14, 2025 |
| Hedging/Pledging | Policy | Prohibited for officers/directors | No margin accounts or pledging; hedging transactions banned |
| Ownership Guidelines | — | Not disclosed | — |
Vesting unlocks are scheduled annually on Aug 14, 2025/2026/2027; while the plan permits share withholding for taxes, no Form 4 trading activity is cited here. Hedging and pledging are explicitly prohibited, supporting alignment .
Employment Terms
| Term | Detail |
|---|---|
| Start Date & Role | Joined PAL as President & COO on Aug 14, 2024 |
| Contract Term | Three-year term from Aug 14, 2024 with successive one-year renewals by mutual written agreement |
| Base Salary | $500,000 (subject to annual review) |
| Annual Bonus Eligibility | Eligible; percentage schedule set by Board; employment through year-end required to receive bonus |
| RSU Award | 64,666 RSUs; $1,325,000 fair value; vests evenly on Aug 14, 2025/2026/2027, subject to continued employment |
| Severance (without cause / for good reason) | One year of base salary plus a prorated bonus equal to 40% of base salary, contingent on release/compliance |
| Restrictive Covenants | 24‑month non‑compete; 24‑month non‑solicit (employees and customers) |
| Change‑of‑Control | Not specifically disclosed for Rice in proxy excerpts reviewed |
| Clawbacks/Tax Gross‑Ups | Not disclosed for Rice; insider trading policy prohibits hedging and pledging |
Investment Implications
- Pay-for-performance alignment: 2024 award for Rice is time-based RSUs with no disclosed executive-specific performance metrics; cash bonus tied to Board-set financial targets paid $0 for 2024 due to missed targets, indicating discipline but limited metric transparency under EGC status .
- Vesting cadence and potential supply: Annual RSU vesting on Aug 14, 2025–2027 creates periodic equity unlocks; PAL’s plan allows tax withholding via share settlement, mitigating open-market sale pressure, though individual trading activity is not cited here .
- Ownership and alignment: Rice’s direct beneficial ownership is de minimis (<1%); unvested equity provides retention incentives; strict prohibitions on hedging/pledging reduce misalignment risk .
- Retention and protections: 24‑month non‑compete/non‑solicit plus 1× base salary severance and a 40% prorated bonus cushion provide retention balance; change‑of‑control terms for Rice are not specified in reviewed excerpts, a diligence gap for M&A risk analysis .
- Execution track record context: Company revenue and unit growth in Q2 2025 highlight operational execution amid market/tariff volatility, with Rice leading operations commentary on mix and bid dynamics—supportive for operating discipline and market share gains .
- Governance risk: A material weakness in internal controls is being remediated (IT general controls, close/reconciliations), a governance overhang that can influence incentive outcomes and investor confidence until resolved .
Overall: Rice’s compensation is skewed to time-based equity with clear vesting dates and disciplined bonus outcomes; retention covenants are robust. Low direct ownership is offset by unvested RSUs and strict anti-hedging/pledging policy. Continued monitoring of RSU vesting dates, any Form 4 activity, and resolution of the ICFR material weakness is warranted for trading signals and governance risk management.
Citations: