Brenda Frank
About Brenda Frank
Brenda Frank, age 55, is an independent director of Proficient Auto Logistics (PAL). She is Group Senior Vice President of Human Resources at Ross Stores and previously held senior HR and legal roles at Stericycle and Shred‑it; she began her career practicing law at Wilson Sonsini and Proskauer. She holds a J.D. from NYU School of Law and graduated magna cum laude with a B.S. in Accounting from SUNY Albany. She serves on PAL’s Compensation and Nominating & Corporate Governance Committees and is designated independent by the Board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stericycle (NASDAQ: SRCL) | Chief People Officer | 2016–2018 | Led integration of Shred‑it acquisition |
| Shred‑it | EVP HR, Franchise Relations; General Counsel & Secretary | 2010–2016 | Human capital leadership and legal oversight |
| Itochu International Inc. | SVP & GM of HR | Earlier career | Oversaw HR across diversified investments |
| Wilson Sonsini Goodrich & Rosati; Proskauer Rose | Attorney | Earlier career | Corporate legal practice |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ross Stores (NASDAQ: ROST) | Group Senior Vice President, Human Resources | 2018–Present | Human capital management for a large retailer |
Board Governance
- Independence: Board determined Ms. Frank is independent under Nasdaq standards.
- Committee assignments: Member, Compensation Committee (appointed Nov 6, 2024); Member, Nominating & Corporate Governance Committee (appointed Nov 6, 2024); not an Audit Committee member.
- Committee leadership: No chair roles disclosed for Ms. Frank.
- Meeting cadence: 2024 meetings held post‑IPO—Audit 7; Compensation 3; Nominating & Corporate Governance 5. Board met three times in 2024.
- Attendance: All directors attended at least 75% of aggregate Board and committee meetings in 2024.
- Board leadership: Combined Chair/CEO (Richard O’Dell); Lead Independent Director (James Gattoni).
- Executive sessions: Regular executive sessions of independent directors.
- Risk oversight: Audit Committee oversees enterprise risk; management handles day‑to‑day risk.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $12,500 | Reflects partial‑year service/proration |
| Stock Awards (grant‑date fair value) | $37,500 | RSUs under 2024 plan; proration |
| Total | $50,000 | 2024 director compensation |
Program structure (post‑IPO): Annual cash retainer $50,000; annual equity grant $75,000 in RSUs vesting at next annual meeting; lead director add’l $20,000; Audit Chair add’l $15,000; Compensation and Nominating Chairs add’l $10,000 each; new directors receive a prorated initial RSU grant of $75,000.
Performance Compensation
| Equity Award Type | Grant Value | Shares/Units | Vesting | Performance Metrics |
|---|---|---|---|---|
| RSUs (Director) | $37,500 | 4,448 units | Vest May 13, 2025 | None disclosed for director RSUs (time‑based) |
Note: The 2024 Long‑Term Incentive Plan permits performance awards with metrics including revenue growth, EBITDA, ROE, TSR, margin, cash flow, debt reduction, market share, and others; however, no performance‑based director awards for Ms. Frank are disclosed.
Other Directorships & Interlocks
| Company | Role | Interlock/Notes |
|---|---|---|
| None disclosed | — | No current public company directorships disclosed. |
| Stericycle (past employment) | CPO (2016–2018) | Interlock via Stericycle with director Charles Alutto (former CEO and director at Stericycle). Not a related‑party transaction. |
Compensation Committee interlocks: None—no PAL executives serve on other boards’ compensation committees and Compensation Committee members are independent.
Expertise & Qualifications
- Deep human capital management expertise across retail and industrial services; prior general counsel and secretary experience; accounting background.
- Legal and HR integration experience (Shred‑it acquisition).
- Education: J.D., NYU School of Law; B.S. Accounting magna cum laude, SUNY Albany.
Equity Ownership
| Holding Type | Amount | Vesting/Status | Value Reference | Ownership % |
|---|---|---|---|---|
| Shares Held | 4,000 | Direct ownership | — | <1% |
| RSUs Vesting Within 60 Days | 4,448 | Vest May 13, 2025 | — | <1% |
| Total Beneficial Ownership | 8,448 | Includes shares + RSUs within 60 days | — | <1% of 27,069,114 shares outstanding |
Stock ownership guidelines for directors: Must own shares equal to 2× annual director compensation (cash + equity), measured by fair market value; compliance window is five years from initial election; sales of board‑compensation shares restricted until guideline is met (tax withholding exceptions permitted).
Hedging/pledging: Company prohibits hedging and pledging for directors.
Price reference: PAL closing price $8.07 on Dec 31, 2024 (used in NEO RSU valuation; illustrative reference point).
Governance Assessment
- Independence and committee service: Ms. Frank is independent and sits on two key governance committees (Compensation; Nominating & Corporate Governance), supporting board oversight of pay practices and director nominations.
- Engagement: Board and committees met frequently post‑IPO; all directors met at least the 75% attendance threshold, indicating baseline engagement.
- Pay and alignment: Director pay mix is balanced cash ($50k target) and RSUs ($75k target) with time‑based vesting; ownership guidelines (2× total compensation) promote alignment, with a five‑year compliance runway for newer directors like Ms. Frank.
- Risk controls: Robust insider trading policy with hedging/pledging prohibitions; clawback policy for Section 16 officers; majority‑independent board; regular executive sessions; lead independent director structure.
- Potential conflicts/red flags: No related‑party transactions involving Ms. Frank disclosed; historical Stericycle ties create a network interlock with director Alutto but no committee interlock or insider participation issues; no tax gross‑ups, no option repricing; no pledging/hedging.
- EGC status: Company is exempt from say‑on‑pay requirements, reducing external feedback loops on compensation in near term.
Red Flags to Monitor
- Ownership guideline progress: Track Ms. Frank’s accumulation toward 2× annual compensation over the five‑year window; as a recent appointee, holdings may be below guideline early on.
- Interlock optics: Prior Stericycle affiliation alongside Alutto could be scrutinized for perceived influence, though both are independent and no related transactions are disclosed.