Richard O’Dell
About Richard O’Dell
Richard D. O’Dell, age 63, is Chief Executive Officer and Chair of the Board of Proficient Auto Logistics, Inc. (PAL) and has served as CEO and director since the company’s May 13, 2024 IPO, combining the CEO and Chair roles with a designated Lead Independent Director structure in place . He holds a bachelor’s degree in Accounting from the University of Kansas and is a certified public accountant by background . Under his tenure to date, PAL reported Q3 2025 Total Operating Revenue of $114.3 million (+24.9% YoY), Adjusted Operating Income of $4.2 million (vs. $1.1 million), and an improved Adjusted Operating Ratio of 96.3% (vs. 98.8%), with units delivered up 21% YoY, reflecting market share gains and operational improvements, while noting the auto-trucking market’s excess capacity backdrop . For FY2024, PAL reported Adjusted EBITDA of $24.6 million versus $12.9 million in 2023 (predecessor), noting comparability issues due to Successor/Predecessor periods post-IPO and the impact of stock-based comp and intangibles, with an Adjusted Operating Ratio of 97.2% .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Saia, Inc. | Chief Executive Officer | 2006–2020 | Led public LTL carrier through growth; deep industry and finance expertise cited by PAL as board qualification . |
| Saia, Inc. | Executive and financial positions | 1997–2006 | Built operational/financial foundation prior to CEO appointment . |
| Public accounting firms | CPA | N/A | Public accounting experience informs fiscal discipline and oversight . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Saia, Inc. | Non-Executive Chairman of the Board | 2020–present | Ongoing leadership role at a major transportation company, adding industry network and governance perspective . |
Fixed Compensation
| Component | 2024 |
|---|---|
| Base Salary | $650,000; Mr. O’Dell’s base salary for the 12 months ending May 13, 2024 was paid in 2024 pursuant to his employment agreement . |
| Cash Bonus | None; no discretionary cash bonuses were paid for 2024 performance as financial targets were not met . |
Performance Compensation
- Equity awards: In connection with the IPO, Mr. O’Dell received 1,212,532 RSUs (equal to 5% of then outstanding shares excluding the plan reserve); 404,177 vested immediately, and 808,355 vest in five equal annual installments on May 13 of 2025, 2026, 2027, 2028, and 2029, subject to continued employment; vesting accelerates upon “retirement” (as defined) on or after the second anniversary of the IPO, subject to continued employment .
- No performance-based (PSU/TSR) metrics disclosed for Mr. O’Dell’s 2024 awards; the 2024 Plan permits performance awards tied to metrics (e.g., EBITDA, TSR, ROE), but the proxy describes time-based RSUs for Mr. O’Dell post-IPO .
- Governance safeguards: No single-trigger change-in-control vesting; clawback policy adopted and applicable to Section 16 officers .
Mr. O’Dell RSU Vesting Schedule (shares)
| Date | 2025-05-13 | 2026-05-13 | 2027-05-13 | 2028-05-13 | 2029-05-13 |
|---|---|---|---|---|---|
| Shares vesting | 161,671 (equal installments over 5 years from remaining 808,355) | 161,671 | 161,671 | 161,671 | 161,671 |
Note: 404,177 RSUs vested immediately at IPO close on May 13, 2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Shares held (common) | 738,802 as of March 31, 2025 . |
| RSUs vesting within 60 days | 202,088 as of March 31, 2025 . |
| Total beneficial ownership | 940,890 shares (3.5% of 27,069,114 shares outstanding) as of March 31, 2025 . |
| Unvested RSUs | 808,355 unvested as of 12/31/2024; market value $6,523,425 at $8.07/share . |
| Ownership guidelines | Executives must hold stock equal to 3x annual base salary and bonus; executives were in compliance as of the record date . |
| Hedging/Pledging | Prohibited by insider trading policy; no pledging permitted . |
Employment Terms
| Term | Provision |
|---|---|
| Start date/role | Employment effective at IPO close (May 13, 2024) as CEO; also serves as Board Chair . |
| Agreement term | Initial three-year term beginning May 13, 2024, unless earlier terminated . |
| Severance (without cause/good reason) | One year of base salary (capped at $650,000); immediate vesting of unvested portion(s) of his initial IPO equity award upon qualifying termination . |
| Change-in-control | Company highlights no single-trigger vesting; change-in-control treatment under the 2024 Plan generally allows assumption/substitution; if not assumed, treatment per award/Board discretion . |
| Non-compete/Non-solicit | Two years post-termination for non-compete and non-solicit (employees/customers) . |
| Clawback | Policy adopted; applicable to current/former Section 16 officers . |
| Hedging/Pledging | Hedging and pledging of company securities prohibited . |
Board Governance
- Roles and structure: PAL combines CEO and Chair roles, with Mr. O’Dell as CEO and Board Chair and Mr. James B. Gattoni designated Lead Independent Director to facilitate independent oversight .
- Independence: The Board determined that Messrs. Alutto, Col, Gattoni, Lux, Schraudenbach and Ms. Frank are independent under Nasdaq and SEC standards; this list does not include Mr. O’Dell .
- Committees and chairs: Audit Committee (Chair: John F. Schraudenbach), Compensation Committee (Chair: James B. Gattoni), and Nominating & Corporate Governance Committee (Chair: Charles A. Alutto); Mr. O’Dell is not listed as a member of these committees .
- Meetings and attendance: In 2024, the Board met three times; all directors attended at least 75% of aggregate Board and committee meetings on which they served .
- Board leadership practices: Regular executive sessions of independent directors; stock ownership requirements for directors; majority voting policy for uncontested elections; clawback policy; hedging/pledging prohibited .
- Director ownership guidelines: Non-executive directors must own shares equal to 2x annual compensation within five years; restrictions on selling board compensation shares until compliant .
- Shareholder vote support: At the May 6, 2025 Annual Meeting, Mr. O’Dell received 15,172,391 votes “For” and 21,108 “Withheld,” indicating strong support; Proposal 2 (auditor ratification) passed with 18,527,865 votes “For” .
- Say-on-pay: As an Emerging Growth Company, PAL is exempt from advisory say-on-pay and CEO pay ratio disclosures .
Director Compensation (context for governance quality)
- Non-employee director program: Annual cash retainer $50,000; annual equity award $75,000 RSUs; additional retainers: Lead Director $20,000, Audit Chair $15,000, Comp and Nominating Chairs $10,000 each; reimbursement of reasonable expenses .
- 2024 director compensation (select): Fees plus RSUs (e.g., Gattoni $60,000 cash and $75,000 RSUs), with RSUs generally vesting on May 13, 2025 .
Performance & Track Record
- Strategic integration and growth: PAL combined five founding companies at IPO and acquired ATG (Aug 16, 2024) and UTT (Nov 1, 2024), expanding geographic presence and services; PAL also notes new contract wins and market share gains post a competitor exit, targeting ~15% revenue run-rate uplift vs. pro forma 2024 as contracts ramp .
- Operating results: FY2024 EBITDA of $15.7 million and Adjusted EBITDA of $24.6 million, with Adjusted Operating Ratio of 97.2% excluding stock-based comp and intangible amortization, alongside noted Successor/Predecessor comparability limits and a 2024 ICFR material weakness under remediation .
- Recent quarter (Q3 2025): Revenue +24.9% YoY to $114.3 million; Adjusted Operating Income $4.2 million; Adjusted Operating Ratio 96.3%; units delivered +21% YoY .
Compensation Structure Analysis
- Mix shift and concentration: Mr. O’Dell’s 2024 pay is dominated by a one-time IPO RSU grant ($18.19 million grant date fair value) with time-based vesting, and no cash bonus paid for 2024 due to unmet performance targets, indicating near-term alignment via equity but limited disclosed annual performance linkage for the CEO in 2024 .
- Metric rigor: No CEO-specific annual performance metrics were disclosed for 2024, though the plan allows performance awards and the CFO’s 2025 bonus grid provides an example of outcome-based payout calibration .
- Shareholder-friendly features: No single-trigger CoC vesting, no excise tax gross-ups, hedging/pledging prohibitions, and a clawback policy .
Vesting Schedules and Insider Selling Pressure
- Concentrated vest dates: Remaining CEO RSUs vest equally each May 13 from 2025–2029, creating identifiable potential liquidity windows subject to trading policies and blackout periods (five installments of 161,671 shares) .
- Existing unvested overhang: 808,355 unvested CEO RSUs as of 12/31/2024 (valued at $6.52 million at $8.07/share at 12/31/2024) .
- Trading restrictions: Hedging/pledging prohibited; insider trading policy in effect .
Related Party Transactions (screen)
- Proxy details several related party items connected to founding combinations and a director (Skiadas) consulting/nominating arrangement; no related party transaction disclosures specific to Mr. O’Dell were identified .
Risk Indicators & Red Flags
- CEO + Chair dual role mitigated via Lead Independent Director and governance practices, but still a commonly monitored structure by investors; PAL explicitly defends the combined structure and cites oversight mechanisms .
- 2024 material weakness in ICFR (IT general controls, close process), with remediation underway; potential impact if not timely remediated .
- Customer concentration risk (top four at 49.6% in 2024; GM at 22%) and cyclical auto industry exposure .
- No say-on-pay vote due to EGC status; reduces immediate shareholder feedback loop on pay design .
Compensation Peer Group and Say-on-Pay
- Compensation peer group and target percentile not disclosed in the 2025 DEF 14A; the company states it periodically retains an independent compensation consultant .
- Say-on-pay history: Not applicable as an EGC (exempt from advisory votes) .
Board Service History, Committee Roles, and Dual-Role Implications
- Service history: Mr. O’Dell has served on PAL’s Board since the IPO (May 13, 2024) and is Chair; he is also Non-Executive Chairman at Saia .
- Committee roles: Mr. O’Dell is not listed on Audit, Compensation, or Nominating & Corporate Governance Committees; current committee chairs are Schraudenbach (Audit), Gattoni (Compensation), Alutto (Nominating) .
- Dual-role implications: PAL combines CEO and Chair, with a Lead Independent Director appointed (Gattoni) and regular executive sessions of independent directors to enhance oversight .
Investment Implications
- Equity overhang and timing: The CEO’s five annual equal RSU tranches (2025–2029) create predictable potential supply events around each May 13 vesting date, subject to trading windows, which investors may monitor alongside performance milestones and blackout periods .
- Alignment and retention: Strong ownership (3.5% beneficial stake) and multi-year vesting provide alignment and retention incentives; executive ownership guidelines and hedging/pledging prohibitions further reinforce alignment .
- Governance watchpoints: CEO+Chair structure persists, albeit with a Lead Independent Director and independent committees; continued progress on ICFR remediation and delivery of contract ramp targets should be tracked for execution risk mitigation .
- Performance momentum: Q3 2025 improvements in revenue and margins and expected incremental volume from competitor exit–related contract wins support near-term operating momentum under Mr. O’Dell’s leadership .