Charles A. Alutto
About Charles A. Alutto
Charles A. Alutto (age 59) is an independent director of Proficient Auto Logistics (PAL). He is an operating executive with The Halifax Group since October 2021 and previously served as CEO of Sierra Lake Acquisition Corp. (SPAC) from September 2021 to December 2022, and President & CEO of Stericycle (NASDAQ: SRCL) from 2013 to 2019; he served on Stericycle’s board from 2012 to 2019. He holds an MBA from St. John’s University and a B.S. in Finance from Providence College . He has served on PAL’s Board since its IPO-related board formation in May 2024, with committee appointments effective May 13, 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Halifax Group (PE) | Operating Executive | Oct 2021 – present | Operating leadership in portfolio execution |
| Sierra Lake Acquisition Corp. (SPAC) | Chief Executive Officer | Sep 2021 – Dec 2022 | Led SPAC; deal evaluation and governance |
| Stericycle, Inc. (NASDAQ: SRCL) | President & CEO | 2013 – 2019 | Operational turnaround and compliance focus |
| Stericycle, Inc. | Director | 2012 – 2019 | Board oversight; industry compliance expertise |
External Roles
| Organization | Role | Current/Prior | Notes |
|---|---|---|---|
| The Halifax Group | Operating Executive | Current | Private equity operating role |
| Sierra Lake Acquisition Corp. | CEO | Prior | SPAC leadership (Sep 2021–Dec 2022) |
| Stericycle, Inc. | Director | Prior | Public company board (2012–2019) |
| Various privately held companies | Independent Board Member | Current | Several private boards (names not disclosed) |
Board Governance
- Independence: The Board determined Alutto is independent under Nasdaq listing standards; he is designated an audit committee financial expert alongside other audit members .
- Committee assignments:
- Audit Committee: Member; Audit Committee met 7 times in 2024 (post-IPO) .
- Nominating & Corporate Governance Committee: Chair; committee met 5 times in 2024 .
- Attendance: All directors attended at least 75% of Board and standing committee meetings in 2024; Board met three times after the IPO .
- Board leadership: Combined Chair/CEO (Richard D. O’Dell); Lead Independent Director is James B. Gattoni .
- Governance practices: Director/NEO stock ownership requirements; regular executive sessions of independent directors; majority voting in uncontested elections; clawback policy for Section 16 officers; hedging and pledging prohibited; public-company board service limited to three additional boards .
Fixed Compensation
| Year | Component | Amount | Detail |
|---|---|---|---|
| 2024 | Cash fees | $45,000 | Fees earned/paid in cash for director service |
| 2024 | Annual cash retainer (program) | $50,000 | Standard non-employee director annual cash retainer post-IPO |
| 2024 | Chair retainer (program) | $10,000 | Additional cash for Chair of Nominating & Corporate Governance Committee |
| 2024 | Lead Director retainer (program) | $20,000 | Program detail (held by Gattoni, not Alutto) |
Notes:
- 2024 cash fees reflect partial-year service post-IPO; committee chair fees apply per program design but are not itemized in the 2024 totals by director .
Performance Compensation
| Year | Award Type | Grant Value | Shares/Units | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| 2024 | RSUs (annual) | $75,000 | 5,000 RSUs | Vest on May 13, 2025 (one-year vest from IPO grant) | None disclosed for director RSUs (time-based only) |
Performance metric framework (company-wide plan capabilities, not applied to director RSUs): The 2024 LTIP permits performance awards tied to metrics including EPS, EBITDA, TSR, ROE, ROA, revenue, margin, cash flow, market share, governance/compliance, etc., with specified adjustment mechanics; directors typically receive time-based RSUs rather than performance awards .
Other Directorships & Interlocks
| Category | Company | Status | Interlock/Notes |
|---|---|---|---|
| Current public boards | — | None disclosed | No current public-company directorships listed |
| Prior public boards | Stericycle (SRCL) | 2012–2019 | Former CEO and director |
| Internal interlocks | Stericycle alumni | Brenda Frank (former Stericycle Chief People Officer) | Shared prior employer with fellow PAL director (Frank); no compensation committee interlocks reported |
Compensation Committee interlocks: None of PAL’s compensation committee members were officers/employees of PAL; no reciprocal interlocks disclosed .
Expertise & Qualifications
- Executive leadership in regulated, compliance-heavy industries (Stericycle), SPAC governance, and private equity operating roles .
- Financial oversight expertise: Audit Committee member; designated “audit committee financial expert” by Board .
- Education: MBA (St. John’s University); B.S. Finance (Providence College) .
Equity Ownership
| Holder | Shares Held | RSUs Vesting Within 60 Days | Total Beneficial | Ownership % |
|---|---|---|---|---|
| Charles A. Alutto | 38,250 | 5,000 | 43,250 | <1% (based on 27,069,114 shares) |
- Director stock ownership guideline: Required to own shares equal to two times annual director compensation; compliance expected within five years of initial election; directors cannot sell board compensation shares unless compliant (tax withholding exceptions) .
- Hedging and pledging: Prohibited under insider trading policy .
Governance Assessment
- Board effectiveness: Alutto strengthens oversight through dual roles—Audit Committee member (financial expert) and Chair of Nominating & Corporate Governance—supporting director recruitment, governance policy, board evaluations, and risk oversight linkage to Audit .
- Alignment and incentives: Director compensation tilt to equity ($75k RSUs annually) alongside cash retainer promotes alignment; RSUs are time-based with straightforward vesting; ownership guideline (2x annual comp) further aligns, with five-year runway for compliance .
- Independence and engagement: Determined independent; holds no disclosed related-party transactions; attended at least the required threshold; operates under strong governance norms (majority voting, executive sessions, clawback for officers, anti-hedging/pledging) that bolster investor confidence .
- Potential conflicts/RED FLAGS: None disclosed specific to Alutto. Notable network overlap with another director’s Stericycle background, but no committee interlocks or related-party transactions involving Alutto are reported. Company-level related-party items pertain to other directors/executives (e.g., Skiadas) and were reviewed under policy .
- Signals: Audit financial expert designation and governance chair role are positive indicators; clear director ownership guidelines and prohibition of hedging/pledging support alignment and risk control .