James B. Gattoni
About James B. Gattoni
James B. Gattoni, age 63, is an independent director at Proficient Auto Logistics (PAL). He is the Board’s Lead Independent Director and serves as Chair of the Compensation Committee and a member of the Audit Committee, with the Board designating him among its audit committee financial experts . Gattoni previously served 28 years at Landstar System, including CFO (2007–2013), President & CFO (2014), and President & CEO (2015–2024); earlier, he was a CPA in audit at KPMG and holds a B.S. in Accounting from Ramapo College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Landstar System, Inc. (NASDAQ: LSTR) | President & CEO | 2015–2024 | Led a large, technology-enabled, asset-light transportation platform |
| Landstar System, Inc. | President & CFO | 2014 | Senior financial and operational leadership |
| Landstar System, Inc. | Chief Financial Officer | 2007–2013 | Financial stewardship and reporting oversight |
| Landstar System, Inc. | Various roles | 1995–2007 | Progressively senior finance/management roles |
| KPMG | Audit (CPA) | ~8 years (pre-1995) | Public company audit and controls experience |
External Roles
| Company/Organization | Role | Status |
|---|---|---|
| — | None disclosed in PAL’s proxy statement for 2025 | — |
Board Governance
- Independence: The Board determined Mr. Gattoni is independent under Nasdaq and SEC standards .
- Leadership: The Board combines Chair/CEO roles; independent directors designated Gattoni as Lead Independent Director to facilitate independent oversight and governance .
- Committees:
- Compensation Committee: Chair (independent) .
- Audit Committee: Member; designated as an “audit committee financial expert” by the Board .
- Meetings and attendance:
- Board met three times in 2024; all directors attended ≥75% of Board and committee meetings .
- Committee meetings in 2024 (post-IPO): Audit (7), Compensation (3), Nominating & Corporate Governance (5) .
- Committee membership timeline: All committee members (other than Ms. Frank) appointed effective May 13, 2024; Ms. Frank added to Compensation and Nominating & Corporate Governance on November 6, 2024 .
Fixed Compensation
| Item | Amount/Detail |
|---|---|
| 2024 Fees Earned or Paid in Cash (actual) | $60,000 |
| 2024 Stock Awards (RSUs) – grant date fair value (actual) | $75,000 |
| 2024 Total Director Compensation (actual) | $135,000 |
Director compensation program (post-IPO framework):
- Annual cash retainer: $50,000; Lead Independent Director additional $20,000; Committee Chair retainers: Audit $15,000; Compensation $10,000; Nominating & Corporate Governance $10,000 .
- Annual equity: $75,000 in RSUs at each annual meeting, vesting at the next annual meeting; initial one-time RSU grant (prorated) for new directors .
Performance Compensation
| Component | Structure | Metrics/Terms |
|---|---|---|
| Annual Director Equity | RSUs; $75,000 value; vest at next annual meeting | Time-based; not performance-conditioned |
| 2024 RSU Grant (post-IPO) | $75,000 RSUs (based on IPO price) | Vest in full on May 13, 2025 (first anniversary of grant) |
| Clawback | Company clawback policy to recoup incentive-based compensation upon accounting restatements | Policy included as exhibit to 10-K |
| Change-in-Control (Plan terms) | No single-trigger vesting; awards may be assumed/continued/substituted; otherwise per award agreement/Board | 2024 LTIP change-in-control provisions; “No single-trigger vesting” reiterated in governance highlights |
| Performance Awards (Plan capacity) | 2024 LTIP permits performance-based awards | Potential metrics include EPS, EBITDA, TSR, ROE, ROA, share price, revenue, margin, cash flow, market share, debt reduction, etc. (plan-level) |
Note: Directors receive time-based RSUs; performance-based equity metrics listed above reflect plan capacity, not director grants .
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Compensation Committee Interlocks | None; no executive officer interlocks disclosed |
| Policy on external public boards | Number of additional public company boards limited to three (governance highlights) |
Expertise & Qualifications
- Audit and financial expertise: Board-designated “audit committee financial expert”; prior CFO and CEO experience in transportation .
- Industry depth: 28 years at Landstar in asset-light, technology-enabled transportation .
- Governance: Lead Independent Director facilitating independent oversight, board communications, and governance consideration .
Equity Ownership
| As of March 31, 2025 | Shares Held | RSUs Vesting Within 60 Days | Total Beneficial Ownership | Ownership % (out of 27,069,114) |
|---|---|---|---|---|
| James B. Gattoni | 20,000 | 5,000 | 25,000 | <1% |
Additional alignment policies:
- Director stock ownership guidelines: Non-executive directors must own shares equal to 2x annual director compensation within five years; sales of board-compensation shares restricted until guideline met .
- Hedging/pledging: Hedging and pledging of company stock are prohibited for directors .
Insider Trades
| Date | Form | Transaction | Shares | Price | Notes | |---|---|---:|---:|---| | — | — | No Form 4 transactions disclosed in the 2025 proxy; Section 16(a) compliance discussed (no issues noted for Mr. Gattoni) | — | — | Proxy details beneficial ownership; Section 16 discussion notes late filings only for Ms. Rice |
Governance Assessment
- Strengths:
- Independent Lead Director with deep sector CFO/CEO background; designated audit committee financial expert—supports robust oversight of financial reporting, pay, and risk .
- Clear director pay structure with equity component and ownership guidelines; prohibitions on hedging/pledging and a clawback framework—aligns with investor-preferred practices .
- Attendance: Board reports all directors attended ≥75% of meetings in 2024; committees met actively post-IPO (Audit 7; Compensation 3; N&G 5) .
- Watch items:
- Combined Chair/CEO structure relies on Lead Independent Director function; continued effectiveness depends on Gattoni’s active facilitation of independent sessions and oversight .
- Board-related party dynamics exist (e.g., Skiadas consulting agreement included a nomination commitment), though not involving Gattoni; continued vigilance by independent directors is warranted .
- No red flags identified specific to Gattoni:
- Independence affirmed; no related-party transactions disclosed for him; no hedging/pledging; beneficial ownership reported and modest as a percentage of outstanding shares .
Appendix: Director Compensation Detail (Peers on Board for context)
| Director (2024) | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 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 B. Gattoni | 60,000 | 75,000 | 135,000 |
| John F. Schraudenbach | 48,750 | 75,000 | 123,750 |
Notes:
- Director RSU balances (12/31/2024): Gattoni 5,000 RSUs vesting May 13, 2025 .
- Board is an Emerging Growth Company (EGC); not required to hold say-on-pay at this stage .