John F. Schraudenbach
About John F. Schraudenbach
John F. Schraudenbach (age 65) serves as PAL’s Audit Committee Chair since the company’s May 2024 IPO; he is a partner at The Goodwin Group and previously spent 37 years at Ernst & Young, retiring in June 2019. He chairs the board of OneWater Marine (NYSE: ONEW), sits on Printpack’s board, and serves on the University of Georgia Foundation Board; he holds Bachelor’s and Master’s degrees in Accounting from the University of Georgia and was a certified public accountant. PAL’s board identifies him as independent.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young | Various positions; retired | 37 years, retired June 2019 | Senior audit/financial leadership experience relevant to audit chair role |
| The Goodwin Group | Partner (executive retained search) | Not disclosed | Executive search expertise; governance/people insights |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OneWater Marine (NYSE: ONEW) | Chairman of the Board | Not disclosed | Board leadership; sector experience in retail marine |
| Printpack, Inc. (private) | Director | Not disclosed | Packaging industry oversight |
| University of Georgia Foundation | Board member | Not disclosed | Non-profit governance |
| The Goodwin Group | Partner | Not disclosed | Talent/leadership advisory |
Board Governance
- Independence: PAL’s board determined Schraudenbach is independent.
- Board leadership: CEO also serves as Board Chair; Lead Independent Director is James B. Gattoni.
- Attendance: The board met 3 times in 2024; all directors attended at least 75% of board and committee meetings.
- Executive sessions: Regular executive sessions of independent directors.
| Committee | Role | Independence/Financial Expert | 2024 Meetings |
|---|---|---|---|
| Audit | Chair | Independent; designated “audit committee financial expert” (alongside Alutto, Gattoni) | 7 |
| Compensation | Member | Independent; committee oversees executive and director pay | 3 |
| Nominating & Corporate Governance | Member | Independent; committee oversees board composition/governance | 5 |
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| 2024 Cash Fees | $48,750 | Actual director cash compensation for 2024, likely pro-rated post-IPO |
| Annual Cash Retainer (program) | $50,000 | Standard non-employee director retainer |
| Audit Committee Chair Fee (program) | $15,000 | Additional annual cash for audit chair |
| Lead Independent Director (program) | $20,000 | Not applicable to Schraudenbach; for Lead Director |
| Compensation/Nominating Chair Fee (program) | $10,000 | Not applicable; he is not chair of these |
Performance Compensation
- Structure: Non-employee director equity awards are time-based RSUs; no director-specific performance metrics disclosed. Awards vest at the next succeeding annual meeting or on the one-year anniversary following IPO-related grants.
- Plan mechanics: PAL’s 2024 Long-Term Incentive Plan permits performance awards with metrics such as revenue growth, EBITDA, TSR, ROE/ROA, margin, cash flow, etc., but these are not used for standard director grants.
| Equity Component | Grant Date | Number of RSUs/Shares | Fair Value/Price | Vesting |
|---|---|---|---|---|
| 2024 RSU grant | Post-IPO (May 13, 2024) | 5,000 RSUs | $75,000 grant fair value for directors | Vests May 13, 2025 |
| 2025 RSU grant (annual) | May 13, 2025 | 9,135 RSUs | Price not stated; Form 4 award record | Vests at next annual meeting (per program) |
Performance metrics table (plan-level, applicable to performance awards if used; not applied to standard director RSUs):
| Metric Category | Examples |
|---|---|
| Financial | Earnings/EPS, EBITDA/EBIT, revenue growth, margins, cash flow, ROE/ROA, operating income, EVAs |
| Market | TSR, share price performance, market share |
| Operational/Strategic | Cost reduction, working capital, capex, risk controls, compliance, governance, individual goals |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| OneWater Marine (NYSE: ONEW) | Chairman | No PAL-related transactions disclosed; distinct industry (marine retail) |
| Printpack, Inc. | Director | No PAL-related transactions disclosed; packaging industry |
| University of Georgia Foundation | Board member | Non-profit; no PAL-related transactions disclosed |
Expertise & Qualifications
- Credentials: Former CPA; Audit/financial expertise recognized by PAL, designated audit committee financial expert.
- Education: Bachelor’s and Master’s in Accounting, University of Georgia.
- Industry/functional: Deep audit, accounting, corporate finance experience; board leadership across public and private entities.
Equity Ownership
| As of March 31, 2025 | Shares Held | RSUs Vesting Within 60 Days | Total Beneficial Ownership | Ownership % |
|---|---|---|---|---|
| John F. Schraudenbach | 10,000 | 5,000 | 15,000 | <1% (*) |
Insider transactions (Form 4):
| Filing Date | Transaction Date | Type | Security | Quantity | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|---|
| 2025-05-15 | 2025-05-13 | Award (A) | RSUs | 9,135 | $0 | 9,135 (derivative) | |
| 2025-05-15 | 2025-05-13 | Exempt (M) | Common Stock (RSU settlement) | 5,000 | $0 | 15,000 (common) |
Notes: Insider trades reflect RSU award and settlement activities; “M-Exempt” typically denotes exempt conversions/settlements of derivative securities (RSUs) into common shares. Full JSON retrieved 2025-11-20 via insider-trades skill.
Ownership alignment policies:
- Director stock ownership guideline: Minimum ownership equal to 2x annual director compensation to be achieved within 5 years; directors cannot sell board-comp shares unless in compliance (tax withholding exceptions).
- Hedging and pledging: Company prohibits hedging and pledging of PAL securities for directors, officers, and employees.
Governance Assessment
- Strengths
- Independent audit chair with audit committee “financial expert” designation; robust audit scope and oversight practices.
- High attendance threshold met; engaged board/committee cadence (Audit 7, Comp 3, N&G 5 in 2024).
- Shareholder-friendly policies: prohibition on hedging/pledging; majority voting; director resignation policy; clawback policy; stock ownership requirements for directors.
- Compensation committee independence; no interlocks/insider participation disclosed.
- Alignment
- Mix of director pay balances cash retainer with equity RSUs ($50k cash; $75k equity annually), promoting ownership and alignment; audit chair fee recognizes oversight burden.
- Beneficial ownership of 15,000 shares as of spring 2025 reflects increasing skin-in-the-game, consistent with RSU vesting and annual grants.
- Potential risks/RED FLAGS to monitor
- External roles: Chair at ONEW and positions at Printpack/UGA Foundation present time commitments; monitor service load vs PAL’s policy limiting additional public company boards to three (no breach indicated).
- Related-party exposure: No transactions disclosed involving Schraudenbach or his affiliates; continue oversight through Audit Committee per related-person transactions policy.
- Workload concentration: Membership on all three committees (audit chair plus comp and nom/gov member) increases workload; mitigated by experience and committee structures.
Overall, Schraudenbach presents strong audit governance credentials, independence, and growing ownership alignment with minimal conflict indicators disclosed. The policy framework (ownership guidelines, hedging/pledging bans, clawback) and committee independence support investor confidence in board oversight quality.