Steve F. Lux
About Steve F. Lux
Steven F. Lux (age 67) is an independent director of PAL. He is Founder and Managing Partner at Topmark Partners (growth equity; spun out of Stonehenge Capital in 2013), previously Managing Director at Stonehenge Capital (1998–2013), and prior to that spent 17 years at Bank One leading middle-market buyouts and capital markets transactions. He holds an MBA in Finance & Accounting and a BA in Economics from Tulane University. The Board has determined he is independent under Nasdaq rules after reviewing relationships and related-party disclosures .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stonehenge Capital | Managing Director | Nov 1998 – Jun 2013 | Growth equity fund leadership |
| Bank One (and predecessor, Dallas) | Commercial Lending Team Lead; later Capital Markets Group | ~1981 – 1998 (17 years) | Originated >$500M middle-market buyouts; VC/PE/corp finance origination across TX/Southwest |
| Proficient Auto Transport (acquired by PAL May 2024) | Director and investor | 2004 – May 2024 | Governance and investment oversight at acquired “Founding Company” |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Topmark Partners (Tampa, FL) | Founder & Managing Partner | 2013 – present | Growth equity firm spun out of Stonehenge Capital |
Board Governance
- Independence: Board determined Mr. Lux is independent (with Alutto, Col, Gattoni, Schraudenbach, Frank) after reviewing relationships and “Certain Relationships and Related Person Transactions” section .
- Leadership structure: CEO O’Dell also serves as Board Chair; James B. Gattoni is Lead Independent Director .
- Meetings and attendance: Board met 3 times in 2024; all directors attended at least 75% of aggregate Board and committee meetings in 2024 .
- Committees and chair roles (2024 composition):
- Audit: Chair John F. Schraudenbach; members Charles A. Alutto, James B. Gattoni. Lux is not listed as a member .
- Compensation: Chair James B. Gattoni; members Douglas L. Col, John F. Schraudenbach, Brenda R. Frank. Lux is not listed as a member .
- Nominating & Corporate Governance: Chair Charles A. Alutto; members Douglas L. Col, John F. Schraudenbach, Brenda R. Frank. Lux is not listed as a member .
- Committee meeting cadence (post-IPO 2024): Audit 7; Compensation 3; Nominating & Governance 5 .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $50,000 | Standard program |
| Lead Independent Director premium | +$20,000 | For Lead Director |
| Committee chair retainers | Audit $15,000; Compensation $10,000; Nominating/Gov $10,000 | Chair-only |
| 2024 actuals for Mr. Lux | $0 | “Mr. Lux did not receive any compensation in 2024 for his service as a director.” |
Performance Compensation
| Equity Type | Grant Value | Vesting | Performance Metrics | Notes |
|---|---|---|---|---|
| Annual RSU grant (non-employee directors) | $75,000 | Vests at next annual meeting | None (time-based) | Standard program; IPO-year awards based on IPO price vesting on May 13, 2025 |
| New director initial RSU grant | $75,000 (prorated) | Vests at next annual meeting | None | One-time on-boarding grant |
No PSUs, options, or performance metrics are disclosed for directors; awards are time-based RSUs intended to align with shareholders .
Other Directorships & Interlocks
| Company | Role | Public/Private | Committees |
|---|---|---|---|
| None disclosed | — | — | — |
No other public company directorships for Mr. Lux are disclosed in the proxy; his current operating role is at Topmark Partners (private) .
Expertise & Qualifications
- Finance and accounting expertise; maximizing efficiencies; extensive investing and credit background (growth equity, venture/private equity, corporate finance) .
- Capital allocation and transaction experience (originated >$500M middle-market buyouts; capital markets) .
- Academic credentials: MBA (Finance & Accounting), BA (Economics), Tulane University .
Equity Ownership
| Holder | Shares Held | RSUs Vesting Within 60 Days | Total Beneficial Ownership | Ownership % | Notes |
|---|---|---|---|---|---|
| Steven F. Lux | 602,476 | — | 602,476 | 2.2% | Held via a limited liability company of which Mr. Lux is an investor |
Additional alignment policies:
- Director stock ownership guideline: Non-executive directors must own shares equal to 2x annual compensation within five years; cannot sell board-compensation shares unless compliant (tax withholdings excepted) .
- Trading policy prohibits short-term speculative transactions in hedging and pledging Proficient securities, supporting alignment and reducing collateral risk .
Recent insider activity:
- No Form 4 insider transactions for “Lux” at PAL were found between 2024-01-01 and 2025-11-20 using the insider-trades skill (Form 4 scan; none returned).
Governance Assessment
Strengths
- Independence affirmed by the Board after reviewing related-person transactions; robust related-person transaction policy with Audit Committee oversight and case-by-case approval requirements .
- Strong equity alignment: meaningful personal stake (2.2% of outstanding shares) and director stock ownership guideline; no hedging/pledging under policy .
- High attendance culture: all directors ≥75% in 2024; established committee cadence post-IPO .
- Clear committee independence and financial expertise coverage (e.g., Audit Committee chaired by former E&Y partner and designated financial experts), which bolsters oversight even though Lux is not on committees .
Potential Risks / RED FLAGS to monitor
- Related-party context: Mr. Lux was a director and investor in Proficient Auto Transport, one of the “Founding Companies” acquired by PAL in May 2024; while not cited for specific consideration in the related-party section, the association can create perceived conflicts in integration oversight. The Board’s independence determination explicitly considered such relationships .
- Concentrated ownership: 2.2% beneficial stake via an LLC concentrates influence; however, this also enhances alignment. No pledging permitted under company policy, which mitigates collateralization risk .
- Committee engagement: Lux is not listed on Audit, Compensation, or Nominating/Governance committees; absence from key committees modestly limits direct oversight influence, though independent leadership and committee structures are robust .
Policy and process mitigants
- Formal related-person transactions policy with Audit Committee review; focus on terms comparability and independence impacts .
- Majority independent board; regular executive sessions of independent directors; clawback policy for incentive compensation of Section 16 officers; majority voting and resignation policy .
Fixed Compensation (Detail: 2024 Non-Employee Directors; for context)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Charles A. Alutto | 45,000 | 75,000 | 120,000 |
| Douglas L. Col | 37,500 | 75,000 | 112,500 |
| Brenda R. 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 |
| Steve F. Lux | — | — | — (no 2024 director pay) |
RSUs outstanding for directors at 12/31/2024 (vested 5/13/2025): Alutto 5,000; Col 5,000; Frank 4,448; Gattoni 5,000; Schraudenbach 5,000 .
Other Directorships & Interlocks
| Director | Current Public Company Boards | Committee Roles Elsewhere |
|---|---|---|
| Steve F. Lux | None disclosed | — |
No public company interlocks for Lux are disclosed in the proxy .
Governance Signals Summary
- Independence status: Independent
- Committee assignments: None listed (not Audit/Comp/NCG)
- Attendance: ≥75% in 2024 across Board/committees
- Director compensation structure: Cash retainer + time-based RSUs; no performance metrics for director equity
- Ownership alignment: 602,476 shares (2.2%) via LLC; director ownership guidelines; anti-hedging/pledging policy
- Related-party context: Prior director/investor in acquired entity (Proficient Auto Transport); Board considered this in independence determination; formal related-party policy in place