John Skiadas
About John Skiadas
John Skiadas (age 54) is a director of Proficient Auto Logistics, Inc. (PAL). He founded Delta Automotive Services, Inc. (d/b/a Delta Auto Transport) in 1999 and holds a bachelor’s degree from the University of Maryland in Transportation and Logistics . He joined PAL’s Board at IPO closing on May 13, 2024 and subsequently entered a short-term consulting role to assist integration of Delta into PAL . The Board’s independence review does not list him as independent, reflecting related-party ties and ongoing compensation arrangements during the period .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Delta Automotive Services, Inc. (Delta Auto Transport) | Founder and Owner | 1999–May 13, 2024 | Sold to PAL as one of five Founding Companies; received $28,355,465 cash and 1,927,610 shares for his interests (208,866 shares held back for indemnification) |
| Proficient Auto Logistics (PAL) | Vice President East | May 13, 2024–Dec 16, 2024 (transition to consulting) | Operational leadership in East; employment agreement at $300,000 annual salary |
| Proficient Auto Logistics (PAL) | Consultant (integration/advisory) | Dec 16, 2024–Feb 28, 2025 (agreement dated Jan 26, 2025) | Advisory to support Delta integration; Board agreed to nominate him for reelection; base salary $250,000 annual rate with benefits; continued base pay until Aug 28, 2025, in lieu of severance |
| Proficient Auto Logistics (PAL) | Director | Since May 13, 2024 | Board member; no committee assignments disclosed for Skiadas |
External Roles
- None disclosed for Mr. Skiadas in the proxy biography (no public company boards or committee roles referenced) .
Board Governance
- Independence status: The Board determined Messrs. Alutto, Col, Gattoni, Lux and Ms. Frank, and Mr. Schraudenbach are independent; Mr. Skiadas is not listed among independent directors .
- Committee memberships: Audit (Schraudenbach – Chair; Alutto; Gattoni) ; Compensation (Gattoni – Chair; Col; Schraudenbach; Frank) ; Nominating & Corporate Governance (Alutto – Chair; Col; Schraudenbach; Frank) . Mr. Skiadas is not shown as a member of any committee .
- Board leadership: CEO and Chair roles combined (Richard O’Dell); James Gattoni designated Lead Independent Director .
- Attendance: The Board met three times in 2024; all directors attended at least 75% of Board and applicable committee meetings .
- Executive sessions: Regular executive sessions of independent directors noted in governance highlights .
Fixed Compensation
| Component | Amount | Period | Notes |
|---|---|---|---|
| Employment base salary (VP East) | $300,000 annual rate | From IPO (May 13, 2024) until transition to consulting | Reported in related-party employment arrangements |
| Consulting base salary | $250,000 annual rate | Dec 16, 2024–Feb 28, 2025 (Consulting Agreement dated Jan 26, 2025) | Includes retirement, health, welfare and fringe benefits comparable to Delta employees |
| Continued salary in lieu of severance | $250,000 annual rate through Aug 28, 2025 | Mar 1, 2025–Aug 28, 2025 | In lieu of severance under prior agreements |
| Director cash retainer (program overview) | $50,000 annual retainer for non-employee directors (Lead +$20k; Audit Chair +$15k; Comp/Nominating Chairs +$10k) | Standard program post-IPO | Mr. Skiadas not listed among directors receiving 2024 director compensation; likely due to employment/consulting status |
Performance Compensation
| Metric | Disclosure for Mr. Skiadas |
|---|---|
| Annual bonus target/actual | Not disclosed for Mr. Skiadas (consulting agreement specifies base compensation only) |
| Stock awards (RSUs/PSUs) | No director RSUs or option awards disclosed for Mr. Skiadas for 2024; director RSUs were granted to other non-employee directors |
| Option awards | None disclosed for Mr. Skiadas |
| Performance metrics (revenue, EBITDA, TSR, ESG) | Not disclosed for Mr. Skiadas; consulting role compensation not tied to performance metrics |
| Vesting schedules | Not applicable (no awards disclosed for Mr. Skiadas) |
| Clawback provisions | Company-wide clawback policy adopted (applies to Section 16 officers; policy included as exhibit to Form 10-K) |
| Change-of-control | Company equity plan sets change-of-control rules; no director-specific change-of-control terms disclosed for Mr. Skiadas |
Other Directorships & Interlocks
| Organization | Role | Committee Positions | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Mr. Skiadas |
Expertise & Qualifications
- Founder-operator experience: Built Delta Auto Transport over 25+ years; industry knowledge and market expertise highlighted in Board nomination rationale .
- Education: Bachelor’s degree, University of Maryland (Transportation and Logistics) .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Shares held | 1,927,597 | Sole voting/investment power unless otherwise indicated |
| RSUs vesting within 60 days | — | No RSUs shown vesting within 60 days for Mr. Skiadas |
| Total beneficial ownership | 1,927,597 | As of Mar 31, 2025 |
| Beneficial ownership % | 7.1% (based on 27,069,114 shares outstanding) | Significant insider stake |
| Held-back shares for indemnification | 208,866 shares held back under Delta Combination Agreement | Part of transaction consideration |
| Hedging/pledging | Prohibited under insider trading policy (no pledging, no hedging) | Applies to directors |
| Director ownership guidelines | Non-executive directors must own ≥2x annual compensation within 5 years; sales restricted until threshold met | Compliance status for directors not disclosed |
Insider Trades
| Period | Filing Notes | Disclosure |
|---|---|---|
| FY2024–proxy record | Section 16(a) compliance noted; late filings identified only for Amy Rice; no late filings mentioned for Mr. Skiadas | No Form 4 anomalies disclosed for Mr. Skiadas |
Governance Assessment
- Independence and conflicts: Mr. Skiadas is not classified as independent and received substantial related-party consideration in the Combinations ($28.36 million cash and 1,927,610 shares; 208,866 held back), plus employment and consulting compensation and a contractual nomination commitment—factors that can compromise independence and present perceived conflicts of interest for a director .
- Committee roles and board effectiveness: He does not serve on Audit, Compensation, or Nominating committees; this limits direct influence on critical oversight areas (financial reporting, pay, nominations), which can mitigate conflict risk but also reduces governance engagement leverage compared to independent directors on those committees .
- Attendance and engagement: Board met three times in 2024; all directors met at least the 75% attendance threshold; executive sessions and governance structures are in place, with a Lead Independent Director providing counterbalance to combined Chair/CEO .
- Alignment: He holds 7.1% of shares, creating strong economic alignment; company policies prohibit hedging/pledging, and director ownership guidelines target meaningful skin-in-the-game, though director-specific compliance status was not disclosed .
RED FLAGS
- Not independent; significant related-party involvement and continuing compensation via consulting arrangement tied to Board nomination commitment .
- Large transaction consideration and ongoing pay while serving as a director could raise investor concerns about objective oversight, especially in post-merger integration decisions affecting prior affiliate (Delta) .
Positive Signals
- No disclosed late Section 16 filings or hedging/pledging; governance framework includes clawback policy and ownership requirements; independent directors lead key committees and a Lead Independent Director is in place .