SEC Form DEF 14A filed by Proficient Auto Logistics Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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SCHEDULE 14A

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Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.    )

Check the appropriate box:

Proficient Auto Logistics, Inc.
(Name of Registrant as Specified In Its Charter)

________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Proficient Auto Logistics, Inc.
12276 San Jose Blvd., Suite 426
Jacksonville, FL 32223

Dear Stockholders:

It is with great pleasure that I invite you to our 2025 Annual Meeting of Stockholders, the first meeting of stockholders after our successful initial public offering in 2024. The meeting will be held on Tuesday, May 6, 2025, at 11:00 a.m. Eastern Time. Our Annual Meeting will be held in a virtual-only format.

2024 was a momentous year for the Company. We completed our initial public offering and the combination of our five founding companies, Delta Auto Transport, Inc., Deluxe Auto Carriers, Inc., Sierra Mountain Group, Inc., Proficient Auto Transport and Tribeca Automotive Inc. Not long after the IPO and consistent with our growth strategy, we also completed the acquisition of Auto Transport Group.

Although the underlying market conditions became difficult in the second half of 2024, and remain so, we continue to build an integrated national operating foundation that we are confident will serve us well as the market begins to rebound. Likewise, the strength of our balance sheet will be a differentiating factor in the marketplace and positions us to take advantage of the opportunities that can often arise from difficult markets.

Our formal agenda for the meeting is to vote on the election of directors and to ratify the selection of independent auditors for 2025. In addition, I will report to you the highlights of 2024 and discuss the outlook for our business in 2025. We will also answer any questions you may have. Representatives of our independent auditors will be in attendance at the meeting and will be available to answer questions as well.

Whether or not you plan to attend the meeting, your vote on these matters is important to us. Stockholders of record can vote their shares via the Internet, by using a toll-free telephone number or by requesting and completing a proxy card and mailing it in the return envelope provided. If you hold shares through your broker or other intermediary, that person or institution will provide you with instructions on how to vote your shares.

If you are a beneficial holder of our shares, we urge you to give voting instructions to your broker so that your vote can be counted. This is especially important since the Nasdaq Stock Market does not allow brokers to cast votes with respect to the election of directors unless they have received instructions from the beneficial owner of shares.

We look forward to seeing you at the meeting.

Richard D. O’Dell
Chief Executive Officer

Proficient Auto Logistics, Inc.
12276 San Jose Blvd., Suite 426
Jacksonville, FL 32223

Notice of 2025 Annual Meeting of Stockholders

Notice is hereby given that the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Proficient Auto Logistics, Inc. (“Proficient” or the “Company”), will be a virtual-only meeting to be held on May 6, 2025, at 11:00 a.m. Eastern Time. The purpose of the Annual Meeting is the following:

1.   to elect eight (8) directors to hold office until the 2026 annual meeting and until their successor is duly elected and qualified or until their earlier resignation, removal, incapacity or death;

2.   to ratify the appointment of Grant Thornton LLP as Proficient’s independent registered public accounting firm for the fiscal year ending December 31, 2025;

3.   to transact such other business, if any, as lawfully may be brought before the meeting.

Only stockholders of record at the close of business on March 10, 2025, will be entitled to vote at the Annual Meeting and at any adjournment or postponement thereof.

The Board of Directors unanimously recommends that you vote “FOR” each nominee listed on the enclosed proxy card or voting instruction form and “FOR” all other Company proposals.

Whether or not you plan to attend the 2025 Annual Meeting and regardless of the number of shares you own, please vote as promptly as possible via the Internet or by telephone in accordance with the instructions in your proxy materials. For further information concerning the individuals nominated by the Board as directors, the proposals being voted upon, and use of the proxy and other related matters, you are urged to read the attached proxy statement in its entirety.

This notice of 2025 Annual Meeting of Stockholders and the accompanying proxy statement are first being mailed to stockholders of record on or around April 8, 2025.

Our Annual Meeting will be held in a virtual-only format. The Annual Meeting can be accessed at the following link: https://www.cstproxy.com/proficientautologistics/2025. Additionally, if you cannot attend virtually, you can listen telephonically by dialing 800-450-7155 Conference ID 7583205#.

Note About Forward-Looking Statements

This Proxy Statement includes estimates, projections, statements relating to our business plans, objectives, and expected operating results that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may appear throughout this Proxy Statement, including the Proxy Summary, Part 2 – Named Executive Officer Compensation, and Part 4 – Proposals to be Voted on During the Meeting. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties that may cause actual results to differ materially. We describe risks and uncertainties that could cause actual results and events to differ materially in “Risk Factors,” “Quantitative and Qualitative Disclosures about Market Risk,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our Form 10-K for the year ended December 31, 2024 (the “Form 10-K”). Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date they are made. We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise, except as required by law.

This Proxy Statement includes several website addresses and references to additional materials found on those websites. Information contained on, or accessible through, these websites is not a part of this proxy statement, and the inclusion of website addresses in this proxy statement is only an inactive textual reference.

TABLE OF CONTENTS

Proficient Auto Logistics, Inc.

12276 San Jose Blvd., Suite 426

Jacksonville, FL 32223

April 8, 2025

PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting. References to the “Company,” “Proficient,” “we,” “us,” or “our” in this proxy statement refer to Proficient Auto Logistics, Inc. and its subsidiaries as a whole.

2025 Annual Meeting Proposals

Our Board has nominated eight (8) individuals for election as directors at the Company’s 2025 Annual Meeting of Stockholders (the “Annual Meeting”). All of the nominees are currently serving as members of the Board. We believe each nominee has a wide-ranging set of qualifications, skills and experiences relevant to Proficient’s strategic evolution, including deep expertise in the automotive or transportation industry, public company leadership and corporate governance.

Additional information concerning the composition of our Board and our director nominees can be found under Proposal 1: Election of Directors.

Corporate Governance and Board Highlights

The following are highlights of our corporate governance practices. Please see the section below entitled “Corporate Governance and Board Matters” for more information.

Executive Compensation Highlights

The following are highlights of our executive compensation practices. Please see the section below entitled “Executive Compensation” for more information.

Proficient is committed to responsible executive compensation practices that reflect recognized high corporate governance standards. A summary of our notable practices is provided below.

PROPOSAL NO. 1: ELECTION OF the board of DIRECTORS

At the Annual Meeting, stockholders will vote on the election of eight (8) director nominees listed on the following pages. The term of the directors expires at the Company’s 2026 annual meeting of stockholders.

Following the recommendation of the Nominating and Corporate Governance Committee, the Company’s Board of Directors (the “Board”) has nominated Richard D. O’Dell, Charles A. Alutto, Douglas L. Col, Brenda Frank, James B. Gattoni, Steven F. Lux, John F. Schraudenbach, and John Skiadas for election at the Annual Meeting.

If any director nominee is unable to serve, the individuals named as proxy may vote for another nominee proposed by the Board, or the Board may reduce the number of directors to be elected. Each nominee has indicated that they will serve if elected. If any director resigns, dies, or is otherwise unable to serve out his or her term, or the Board increases the number of directors, the Board may fill the vacancy until the next annual meeting of stockholders.

Set forth below is information with respect to the nominees for election as directors. There are no arrangements or understandings between any director and any other person pursuant to which any director was or is selected as a director or nominee, other than Mr. Skiadas, who entered into a Consulting Agreement with the Company pursuant to which the Company agreed that, among other things, Mr. Skiadas would be nominated as a candidate standing for election at the 2025 Annual Meeting. Additional information regarding Mr. Skiadas’s Consulting Agreement is described in the section titled “Related Party Transactions.”

Board of Directors

Overview

Our business and affairs are managed under the direction of our Board. The primary responsibilities of our Board are to provide oversight, strategic guidance, counseling and direction to our management. The Nominating and Corporate Governance Committee works with the Board on an annual basis to evaluate the Board as a whole and its individual members in light of the needs of the Board, including the extent to which the current composition of the Board reflects a wide-ranging mix of knowledge, experience, skills, viewpoints, tenures and backgrounds.

Our Board believes that a balance of director experience, skills, diversity and tenure is a strategic asset to our stockholders. Our Board further believes that our current director nominees meet the criteria described in the Company’s Corporate Governance Guidelines and collectively exhibit the diversity and depth and breadth of experience necessary to contribute to an engaged board that is capable of effectively and thoughtfully overseeing the Company’s management.

BOARD RESPONSIBILITIES

Overview

Our Board oversees our business and monitors the performance of management. The directors keep themselves up to date on the Company by discussing matters with the CEO, CFO, COO and other key executives and our principal external advisors, such as outside legal counsel, outside auditors, investment bankers and other consultants, by reading the reports and other materials that are provided regularly and by participating in Board and committee meetings.

The Company holds regular Board meetings. The Board met three times in 2024, the first meeting occurring two weeks after the Board was constituted in connection with the closing of the IPO. The Board may hold telephonic sessions on various topics. All of our directors attended at least 75% of the aggregate number of meetings of the Board and the standing committees on which they served during the year ended December 31, 2024.

Corporate Governance

In exercising its fiduciary duties, the Board is committed to strong corporate governance, as reflected through its policies and practices. We review annually, internally and with the Board, the provisions of the Sarbanes-Oxley Act of 2002, the rules of the SEC and Nasdaq’s listing standards regarding corporate governance policies and processes, and are in compliance with the rules and listing standards. The Company has adopted Corporate Governance Guidelines that provide the framework for the Board’s governance and cover issues such as the Board’s responsibilities, director qualification standards (including independence), director responsibilities, executive sessions and Board self-evaluations. The Board reviews regularly our policies, practices and processes in the context of current corporate governance trends, stockholder feedback, regulatory changes and recognized best practices and revises such policies when appropriate. Each of the Company’s Board committees, which include the Audit, Compensation, Nominating and Corporate Governance Committees, has adopted a charter defining their respective purposes and responsibilities. Additionally, we require compliance with our Code of Business Conduct policy, applicable to all of our employees and directors.

Copies of our governance documents, including our Corporate Governance Guidelines, Code of Business Conduct and each committee charter, are available on our website located at www.proficient autologistics.com under “Investor Relations — Governance Documents.”

RELATED PARTY TRANSACTIONS

Policies and Procedures for Transactions with Related Persons

The Board adopted a written related-person transactions policy that sets forth our policies and procedures regarding the identification, review, consideration and oversight of “related-person transactions.” For purposes of our policy only, a “related-person transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) involving an amount that exceeds $120,000 in which we are a participant and in which a “related person” has a material interest. Transactions involving compensation for executive officers and directors that have been approved by the Board are not considered related-person transactions under this policy. A related person is any executive officer, director, nominee to become a director or a beneficial owner of more than 5% of our common stock, including any of their immediate family members and affiliates, including entities owned or controlled by such persons.

Under the policy, where a transaction has been identified as a related-person transaction, management must present information regarding the proposed related-person transaction to our Audit Committee (or, where review by our Audit Committee would be inappropriate, to another independent body of our Board) for review. The presentation must include a description of, among other things, all of the

parties thereto, the direct and indirect interests of the related persons, the purpose of the transaction, the material facts, the benefits of the transaction to us and whether any alternative transactions are available, an assessment of whether the terms are comparable to the terms available from unrelated third parties and management’s recommendation. To identify related-person transactions in advance, we rely on information supplied by our executive officers, directors and certain significant stockholders. In evaluating related-person transactions, our Audit Committee or another independent body of our Board considers the relevant available facts and circumstances, including, but not limited to:

■    the risks, costs and benefits to us;

■    the impact on a director’s independence in the event the related person is a director, immediate family member of a director or an entity with which a director is affiliated;

■    the terms of the transaction;

■    the availability of other sources for comparable services or products; and

■    the terms available to or from, as the case may be, unrelated third parties.

Related Party Consideration in Connection with the Combinations

On May 13, 2024, we completed our IPO. Prior to the IPO, we had entered into agreements (the “Combination Agreements”) to acquire in multiple, separate acquisitions (the “Combinations”) five operating businesses and their respective affiliated entities, as applicable, operating under the following names: (i) Delta Automotive Services, Inc. (which converted to Delta Automotive Services, LLC in an F-reorganization on April 29, 2024), doing business as Delta Auto Transport, Inc. (“Delta”), (ii) Deluxe Auto Carriers, Inc. (“Deluxe”), (iii) Sierra Mountain Group, Inc. (“Sierra”), (iv) Proficient Auto Transport, Inc. (“Proficient Transport”), and (v) Tribeca Automotive Inc. (“Tribeca” and, together with Delta, Deluxe, Sierra, and Proficient Transport, the “Founding Companies”). On May 13, 2024, in connection with the closing of the IPO, we also completed the acquisitions of all the Founding Companies.

During the fiscal year ended December 31, 2024, the following individuals who became our executive officers or directors, as applicable, received the following consideration from the Combinations for their interests in their respective Founding Company.

(1)     Mr. Beggs became a director and our President and Chief Operating Officer upon the closing of the IPO. Mr. Beggs retired as President and Chief Operating Officer of the Company and as a director of the Company effective August 14, 2024.

(2)     Mr. Skiadas became a director upon the closing of the IPO.

(3)     This number is exclusive of 208,866 shares of our common stock that were held back to support the indemnification obligations under the Combination Agreement with Delta.

Related Party Employment Arrangements

In connection with the closing of the IPO, we entered into employment agreements and paid salaries to certain related parties.

We entered into an employment agreement with Randy Beggs, paying him a salary in the amount of $500,000 for his position as our President and Chief Operating Officer. Mr. Beggs was the President and Chief Executive Officer of Proficient Transport. As discussed above, Mr. Beggs retired as President and Chief Operating Officer of the Company and as a director of the Company effective August 14, 2024.

In connection with the Combinations, we agreed to employ John Skiadas, the sole stockholder of Delta, as Vice President East reporting to our President and Chief Operating Officer with an annual salary of $300,000. On January 26, 2025, the Company, Delta and Mr. Skiadas entered into a consulting agreement (the “Consulting Agreement”). Pursuant to the terms of the Consulting Agreement, Mr. Skiadas transitioned into an advisory role to provide assistance in transitioning responsibilities and workstreams to facilitate Delta’s integration into the Company, among other services. The term of the Consulting Agreement was from December 16, 2024 through February 28, 2025. As compensation for the services provided, Mr. Skiadas received a base salary at the annual rate of $250,000 (“Base Salary”), retirement, health, welfare and other fringe benefits comparable to those of other employees of Delta. The Consulting Agreement further provided that the Board will nominate Mr. Skiadas for reelection to the Board at the Company’s next annual meeting of stockholders. Mr. Skiadas will continue to receive the Base Salary until August 28, 2025, which payment shall be in lieu of any severance pay otherwise payable to Mr. Skiadas pursuant to prior agreements between Mr. Skiadas, the Company and Delta.

STOCKHOLDER ENGAGEMENT

Our Board is committed to acting in the best interests of the Company’s stockholders, and views ongoing dialogue with stockholders as a critical component of the Company’s corporate governance program. Our Board believes such ongoing dialogue promotes transparency, improves understanding of stockholder perspective and increases accountability. We maintain an active and broad-based stockholder outreach program, communicating with and seeking input from stockholders on issues of importance to them, including a variety of topics related to our corporate governance practices, executive compensation and business strategy.

Stockholder Recommendations and Nominations of Director Candidates

The Nominating and Corporate Governance Committee will consider a stockholder’s recommendation for directors by following substantially the same process and applying substantially the same criteria as for candidates recommended by other sources, but the Nominating and Corporate Governance Committee has no obligation to recommend such candidates for nomination by the Board. To have a director recommendation evaluated by the Nominating and Corporate Governance Committee, a stockholder should provide timely notice of its recommendation with the biographical and background materials set forth in Section 2.12 of our by-laws related to director nominations. Stockholder recommendations for directors should be mailed to: Corporate Secretary, Proficient Auto Logistics, Inc., 12276 San Jose Blvd., Suite 426, Jacksonville, Florida 32223. No person recommended by a stockholder will become a Company nominee for director and be included in the Company’s proxy statement unless the Nominating and Corporate Governance Committee recommends, and the Board approves, such person.

If a stockholder desires to nominate a person for election as director at a stockholders’ meeting, that stockholder must comply with Section 2.12 of our by-laws, which requires, among other things, notice not more than 120 days nor less than 90 days in advance of the anniversary of the date of the proxy statement provided in connection with the previous year’s annual meeting of stockholder. For more information, see the section entitled “Stockholder Proposals for 2026 Annual Meeting.”

Communicating with the Board

Our Board, based on the recommendation of the Nominating and Corporate Governance Committee, provides a process for stockholders, employees or other interested parties to send communications to our Board. Stockholders, employees or other interested parties wanting to contact the Board or any individual director may send written communications to the Board by email at [email protected] or by mail c/o Corporate Secretary, Proficient Auto Logistics, Inc., 12276 San Jose Blvd., Suite 426, Jacksonville, Florida 32223. Communication with the Board may be anonymous. The Secretary will forward all communications addressed to the Board to the Lead Independent Director, who will then determine when it is appropriate to distribute such communications to other members of the Board or to management.

Indemnification of Directors and Executive Officers

We have entered into agreements to indemnify our directors and certain of our officers in addition to the right to indemnification provided to such persons in our certificate of incorporation and by-laws. These agreements will, among other things, require us to indemnify these individuals to the fullest extent permitted under Delaware law, including for certain expenses (including attorneys’ fees), judgments, fines and settlement amounts incurred by such person in any action or proceeding, including any action by or in our right, on account of services by any such person as a director or officer of our Company or as a director or officer of any of our subsidiaries, or as a director or officer of any other company or enterprise if any such person serves in such capacity at our request. We also intend to enter into indemnification agreements with our future directors and executive officers.

Director Compensation

The table below shows all compensation paid to each individual who served as a non-employee member of the Board during 2024 for their services as directors in 2024, other than Mr. Lux, who did not receive any compensation in 2024 for his service as a director.

(1)     The amounts reported represent the aggregate grant date fair value of the restricted stock units (“RSUs”) awarded to the non-employee directors in the year ended December 31, 2024, calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, “Compensation — Stock Compensation (Topic 718).” Such grant date fair values do not take into account any estimated forfeitures. The amounts reported in this column reflect the accounting cost for these RSUs and do not correspond to the actual economic value actually received by the non-employee directors or that may be received by the non-employee directors upon the sale of the underlying shares of Common Stock.

As of December 31, 2024, each director held RSUs as shown below.

(1)     The RSUs vest on May 13, 2025 and convert into Common Stock on a one-for-one basis.

Non-Employee Director Compensation

Following completion of our IPO, Messrs. Alutto, Col, Gattoni and Schraudenbach each received annual compensation of $50,000 in cash and $75,000 in shares of common stock under the 2024 Plan (as defined below) in the form of RSUs (based on the price to public of our common stock in the IPO) that will vest in full on May 13, 2025, the first anniversary of the date of the grant.

Under our director compensation program, each new non-employee director elected to the Board is granted an initial, one-time grant of shares of common stock under the 2024 Plan in the form of RSUs (based on the fair market value on the date of grant) equal to $75,000 (prorated based on the effective date of the director’s appointment), which vests on the date of the next succeeding annual meeting of stockholders.

On the date of each annual meeting of stockholders, each non-employee director receives an annual equity award with a value of $75,000, which vests on the date of the next succeeding annual meeting of stockholders. In addition to these equity awards, we pay our non-employee directors an annual cash retainer for service on the Board of $50,000. The lead director is paid an additional cash retainer of $20,000 per year, the chair of the Audit Committee is paid an additional cash retainer of $15,000 per year and the chairs of the Compensation Committee and the Nominating and Corporate Governance Committee are each paid an additional cash retainer of $10,000 per year.

We also reimburse our non-employee directors for reasonable travel and out-of-pocket expenses incurred in connection with attending our Board of Directors and committee meetings. This program is intended to provide a total compensation package that enables us to attract and retain qualified and experienced individuals to serve as directors and to align our directors’ interests with those of our stockholders.

Non-Executive Director Stock Ownership Requirements

Our Corporate Governance Guidelines require non-executive directors to own shares of our common stock equal to two times the directors’ annual compensation (based on the fair market value of our common stock). Each non-executive director has until the fifth anniversary of his or her initial election to the Board to achieve this minimum. Non-executive directors may not sell any shares paid to them as board compensation unless they meet the foregoing minimum ownership thresholds at the time of sale, other than shares sold or withheld to pay taxes on a prior year’s compensation.

EXECUTIVE COMPENSATION

Executive Officer Minimum Stock Ownership Guidelines

To align the interests of our executive officers with the long-term interests of our stockholders, our executive officers must maintain an ownership level in our common stock equal to three times such executive officer’s annual base salary and bonus (based on the fair market value of our common stock). Each executive officer has until the fifth anniversary of his or her initial appointment to achieve this minimum ownership threshold. Executive officers may not sell any shares paid to them as compensation unless they meet the foregoing minimum ownership thresholds at the time of sale, other than shares sold or withheld to pay taxes on a prior year’s compensation. As of the Record Date, all of our executive officers are in compliance with our stock ownership guidelines.

Clawback Policy

We have adopted a clawback policy that allows us to recoup certain incentive-based compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under U.S. federal securities laws. The Clawback Policy is included as an exhibit to the Form 10-K.

Insider Trading Policy

We have adopted an insider trading policy applicable to our directors, officers and employees and have implemented processes for the Company that we believe are reasonably designed to promote compliance with insider trading laws, rules, and regulations, and the Nasdaq Stock Market LLC listing standards. The insider trading policy is included as an exhibit to the Form 10-K.

Hedging Prohibitions

Our insider trading policy covering employees, officers and directors of the Company prohibits any of such individuals from engaging in short sales of Company securities (sales of securities that are not then owned), including a “sale against the box” (a sale with delayed delivery), transactions in publicly traded options on Company securities (such as puts, calls and other derivative securities) and hedging transactions and all other similar forms of monetization transactions. For purposes of this policy, hedging includes the purchase of financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds), or engaging in any other transaction, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of company securities.

Share Pledging

Our insider trading policy covering employees, officers and directors of the Company prohibits any of such individuals from holding Company securities in a margin account or pledging Company securities as collateral for a loan.

Equity Grants

The Compensation Committee does not grant equity awards in anticipation of the release of material nonpublic information, and does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

Executive Transitions

On August 14, 2024, Amy Rice joined the Company as President and Chief Operating Officer. Ms. Rice served in various roles at CSX Corp., a Class I freight railroad and transportation provider, from 2011 – 2019 and as CEO of Sy-Klone International, a manufacturer of air filtration products for the mining and construction industry, from 2019 – 2023.

On August 14, 2024, Randy Beggs retired as President and Chief Operating Officer of the Company and as a director of the Company. Mr. Beggs continued with the Company through August 31, 2024 to assist in the transition. Mr. Beggs became the Company’s President and Chief Operating Officer and a director upon completion of the IPO. Mr. Beggs had been the President and Chief Executive Officer of Proficient Auto Transport, Inc., one of the Company’s predecessors, since April 2018.

2024 Summary Compensation Table

Our NEOs for the year ended December 31, 2024 include our Chief Executive Officer, our President and Chief Operating Officer, our Chief Financial Officer and our former President and Chief Operating Officer.

The following table presents the compensation awarded to, earned by or paid to each of our NEOs for the year ended December 31, 2024.

(1)     Mr. O’Dell’s base salary for the twelve months ending May 13, 2024 was paid in 2024 pursuant to the terms of his employment agreement.

(2)     No discretionary cash bonuses were paid in 2025 in respect of performance in 2024 as the Company did not meet the financial performance targets set by the Board. Mr. Wright was paid a one-time transaction success bonus of $75,000 upon completion of the Company’s IPO.

(3)     In connection with the IPO, Mr. O’Dell received an award of 1,212,532 RSUs (equal to five percent of our then outstanding shares on a fully diluted basis (other than shares reserved for issuance under the 2024 Plan)), Mr. Beggs received an award of 80,000 RSUs and Mr. Wright received an award of 88,333 RSUs. Mr. Beggs’s RSUs were forfeited upon his retirement in August 2024. Ms. Rice received an award of 64,666 RSUs in connection with the execution of her employment agreement. See “— Executive Employment Agreements.” The amounts reported represent the aggregate grant date fair value of RSUs awarded to the NEOs in 2024 calculated in accordance with ASC Topic 718. Such grant date fair value does not take into account any estimated forfeitures. These amounts do not correspond to the actual value that may be recognized by the NEOs upon vesting of the applicable awards.

(4)     The amounts reported in “All Other Compensation” include: Mr. Wright — $16,630 for housing reimbursement, and Mr. Beggs — $81,820 for car and car allowance.

Narrative Disclosure to Summary Compensation Table

See below under “— Executive Employment Agreements” for the material terms of each NEO’s employment agreement and the material terms of grants of RSUs.

2024 Outstanding Equity Awards at Fiscal Year-End

The following table sets forth the outstanding equity awards held by our NEOs as of December 31, 2024.

(1)     The market value of RSUs that have not vested is based on the number of unvested RSUs outstanding multiplied by $8.07, which was the closing price of our Common Stock on the Nasdaq Stock Market on December 31, 2024.

(2)     Mr. Beggs retired on August 14, 2024 and, as a consequence his unvested RSUs were forfeited.

Executive Employment Agreements

In connection with the IPO, we negotiated employment agreements with each of Messrs. O’Dell, Beggs and Wright. Pursuant to such agreements, each executive commenced employment with us effective upon the closing of the IPO. The employment agreements established initial base salaries and annual cash bonuses to be effective following the IPO. Any increases to base salary or annual bonus opportunities after the periods provided in the employment agreements will be determined by our Compensation Committee.

The annual base salaries of the executives are as follows: Mr. O’Dell — $650,000, Mr. Beggs — $500,000 and Mr. Wright — $375,000. Mr. Wright’s annual salary was increased to $450,000 effective February 1, 2025.

For the year ended December 31, 2025, Mr. Wright will also be eligible to receive an annual cash bonus equal to the percentage of his salary set forth below based upon the Company meeting certain financial performance targets to be set by the Board:

Upon Mr. O’Dell’s completion of two years of continuous employment with the Company, the Board will consider whether he may become eligible to receive additional awards under the 2024 Plan (described in greater detail below) with target award values, performance metrics, and vesting conditions to be determined and approved by the Board.

In connection with the IPO, Mr. O’Dell received an initial award of 1,212,532 RSUs (equal to five percent of our then outstanding shares on a fully diluted basis (other than shares reserved for issuance under the 2024 Plan)). 404,177 of the RSUs vested immediately and the remaining 808,355 units will vest equally on each of May 13, 2025, 2026, 2027, 2028 and 2029 (the first, second, third, fourth, and fifth anniversaries of the IPO), subject to continued employment with us; provided, however, that vesting will accelerate in the event of Mr. O’Dell’s retirement (as defined in the applicable award agreement) on or after the second anniversary of the completion of the IPO, subject to continued employment with us.

In connection with the IPO, Messrs. Beggs and Wright also received awards of RSUs in the amount of 80,000 (equal to $1,200,000 based on the $15.00 initial public offering price of our common stock in the IPO) and 88,333 shares (equal to $1,325,000 based on the $15.00 initial public offering price of our common stock in the IPO). One-third of the shares will vest on each of May 13, 2025, 2026 and 2027 (the first, second and third anniversaries of the completion of the IPO), generally subject to continued employment with us.

Effective upon completion of the IPO, Mr. Wright also received a one-time transaction success bonus of $75,000.

Each employment agreement has an initial term of three years (beginning on May 13, 2024), unless terminated by either party prior to the end of such initial term. Each agreement also may be terminated upon the death or disability of the executive or for “cause” upon notice by us to the executive. The employment agreements provide that if the executive is terminated without cause or resigns for “good reason,” such executive will be paid a severance amount in accordance with our regular pay schedule equal to the annual base salary paid to such executive for the following periods: Mr. Beggs — one year, Mr. Wright — one year and Mr. O’Dell — one year (not to exceed $650,000). Mr. O’Dell will also become immediately vested in the unvested portion(s) of his initial award of restricted shares of common stock or RSUs. The employment agreements contain covenants not to compete with us and covenants not to solicit our employees or customers for a period of two years following termination of the agreements.

On August 14, 2024, Mr. Beggs retired as President and Chief Operating Officer of the Company and as a director of the Company. Mr. Beggs continued with the Company through August 31, 2024 to assist in the transition.

On August 14, 2024, the Company entered into an executive employment agreement with Ms. Rice pursuant to which she joined the Company as President and Chief Operating Officer. Ms. Rice’s employment agreement has a three-year term beginning on August 14, 2024, with successive one-year renewals by mutual written agreement. Pursuant to the employment agreement, Ms. Rice receives an annual base salary of $500,000, subject to annual review. Ms. Rice will also be eligible for an annual cash bonus equal to the percentage of her salary set forth in the table above based upon the Company meeting certain financial performance targets to be set by the Board. Ms. Rice must remain employed through the last day of the calendar year in order to receive the annual bonus for such year.

Ms. Rice received a one-time award of 64,666 RSUs with a value equal to $1,325,000 (based on the closing price of one share of Company stock on the date of the grant). The RSUs will vest in three equal annual installments on each August 14, 2025, 2026 and 2027 (the first, second and third anniversaries of the date of grant) subject to Ms. Rice’s continued employment.

Subject to the signing of a release and compliance with the terms of the employment agreement, in the event of a termination of Ms. Rice’s employment either without “cause” (as defined in the employment agreement) or for “good reason” (as defined in the employment agreement), Ms. Rice will be entitled to “severance pay” equal to one year of her base salary plus a prorated bonus equal to 40% of her base salary.

Under the terms of her employment agreement, Ms. Rice is subject to ongoing confidentiality and non-disparagement obligations, a 24-month non-competition covenant, a 24-month non-solicitation of employees of the Company covenant (including former employees or consultants within the six-month period prior to the solicitation), and a 24-month non-solicitation of customers of the Company covenant.

PROPOSAL NO. 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

At the Annual Meeting, we are asking our shareholders to ratify the Audit Committee’s selection of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2025. The Audit Committee reviews both the audit scope and estimated fees for professional services for the coming year. If the Company’s shareholders do not ratify the appointment of Grant Thornton LLP, the Audit Committee will reconsider the appointment and may affirm the appointment or retain another independent accounting firm. Even if the appointment is ratified, the Audit Committee may in the future replace Grant Thornton LLP as our independent registered public accounting firm if it is determined that it is in the Company’s best interests to do so. We expect that representatives of Grant Thornton LLP will attend the Annual Meeting and will have the opportunity to make a statement if they wish and will be available to respond to appropriate questions from shareholders.

Independent Registered Public Accounting Firm Fee Information

The following table sets forth the fees for professional services rendered by Grant Thornton LLP for 2024 and 2023:

(1)     Audit fees for 2024 and 2023 were for professional services rendered in connection with: the integrated audits of our consolidated financial statements and comfort letters and consents issued in connection with the Company’s IPO.

Pre-Approval Policy of Audit and Non-Audit Services

The Audit Committee pre-approved all of the services associated with the fees described above. The Audit Committee has adopted policies and procedures for the pre-approval of all audit and permissible non-audit services provided by our independent registered public accounting firm. The Audit Committee provides a general pre-approval of certain audit and non-audit services on an annual basis. The types of services that may be covered by a general pre-approval include other audit services, audit-related services and permissible non-audit services. If a type of service is not covered by the Audit Committee’s general pre-approval, the Audit Committee must review the service on a specific case-by-case basis and pre-approve it if such service is to be provided by the independent registered public accounting firm. Annual audit services, engagement terms, and fees require specific pre-approval of the Audit Committee. Any proposed services exceeding the pre-approved fees also require specific pre-approval by the Audit Committee.

For both types of pre-approval, the Audit Committee will consider whether such services are consistent with the SEC’s rules on auditor independence. The Audit Committee may delegate either type of pre-approval authority to one or more of its members.

SECURITY OWNERSHIP

Security Ownership of Management

The following table sets forth, as of March 31, 2025 (or January 1, 2025 in the case of Mr. Beggs), the beneficial ownership of our common stock by our current directors, our NEOs and our directors and executive officers as a group. Unless otherwise indicated, the named individual has sole voting and investment power over the common stock under the column “Shares Held.”

*        Denotes beneficial ownership of less than one percent. Beneficial ownership percentages are based on 27,069,114 shares of our common stock.

(1)     Includes 1,332 shares held through a UTMA for the benefit of Mr. Wright’s grandchildren and 933 shares held by Mr. Wright’s spouse.

(2)     Represents shares held by a limited liability company of which Mr. Lux is an investor.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

Solicitation and Proposals

Why has this proxy statement been made available to me?

Our Board is soliciting proxies for use at our Annual Meeting to be held on May 6, 2025, and any adjournments or postponements of the meeting. The meeting will be held at 11:00 a.m. Eastern Time and will be a virtual meeting via live webcast on the Internet. You will be able to attend the 2025 Annual Meeting, vote and submit your questions during the meeting by visiting https://www.cstproxy.com/proficientautologistics/2025. Additionally, if you cannot attend virtually, you can listen telephonically by dialing 800-450-7155 Conference ID 7583205#.

What proposals will be voted on at the Annual Meeting?

The Board recommends that you vote your shares “FOR” each of the director nominees to the Board set forth in this Proxy Statement and “FOR” the ratification of the selection of Grant Thornton LLP as our independent registered public accounting firm for 2025.

What vote is required to approve each proposal?

We will appoint one or more inspectors of election to count votes cast in person (including virtually) electronically or by proxy.

Who will pay the costs of soliciting proxies for the Annual Meeting?

The Company will pay all the costs of soliciting proxies for the Annual Meeting. Our directors and employees may, without additional remuneration, also solicit proxies by telephone, by fax or other electronic means of communication, or in person. We will reimburse banks, brokers, and other nominees for the expenses they incur in forwarding the Notice and proxy materials, as applicable, to you.

Casting Your Vote

Who is entitled to vote?

Owners of our common stock at the close of business on March 10, 2025 (the “record date”), are entitled to vote at the Annual Meeting and any adjournments and postponements thereof. On that date, we had 25,604,744 shares of our common stock outstanding and entitled to vote. Our common stock is our only outstanding class of stock.

How many votes do I have?

You have one vote for each share of our common stock that you owned at the close of business on March 10, 2025.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

Many of our stockholders hold their shares through a bank, broker or other nominee rather than directly in their own name. As summarized below, there are some differences between shares held directly in your own name and those owned beneficially through a bank, broker or other nominee.

Stockholder of Record

If on the record date your shares are registered directly in your name with our transfer agent, Continental Stock Transfer and Trust (“CST”), you are considered, with respect to those shares, the stockholder of record and the Notice is being sent to you directly. As the stockholder of record, you have the right to grant your voting proxy directly or to vote during the Annual Meeting. You may grant your voting proxy in three ways: by mail using the enclosed proxy card, by telephone or by Internet. For information on how to vote by telephone or Internet, see the heading below “May I vote by telephone or via the Internet?” For information on how to vote during the Annual Meeting, see the heading below “How do I attend and vote during the virtual Annual Meeting?”

Beneficial Owner

If on the record date your shares are held by a bank, broker or other nominee, you are considered the beneficial owner of shares held in “street name,” and the Notice is being forwarded to you by your bank, broker or other nominee that is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your bank, broker or other nominee on how to vote your shares and are also invited to attend the virtual Annual Meeting.

However, because you are not the stockholder of record you may only vote your shares during the Annual Meeting if your bank, broker or other nominee has provided a signed legal proxy giving you the right to vote those shares and you follow the other instructions described below under the heading “How do I attend and vote during the virtual Annual Meeting?” If your shares are held in street name and you would like to vote by telephone or by Internet, you will need to contact your bank, broker or other nominee for instructions.

How do I vote by proxy if I am a stockholder of record?

If you are a stockholder of record, you must properly submit your proxy card (by telephone, via the Internet or by mail) so that it is received by us before the Annual Meeting. The individuals named on your proxy card will vote your shares as you have directed. If you sign the proxy card (including electronic signatures in the case of Internet or telephonic voting) but do not make specific choices, your shares will be voted as recommended by the Board:

■    “FOR” the election of each director nominee proposed by the Board.

■    “FOR” the ratification of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025.

If any other matter is presented at the Annual Meeting, your proxy will be voted in accordance with the best judgment of the individuals named on the proxy card. As of the date of this proxy statement, we know of no other matters to be acted on at the Annual Meeting.

How do I give voting instructions if I am a beneficial owner?

If you are a beneficial owner of shares, you will receive instructions from your bank, broker or other nominee as to how to vote your shares. If you give instructions to your bank, broker or other nominee, the bank, broker or other nominee will vote your shares as you direct. If your broker does not receive instructions from you about how your shares are to be voted, one of two things can happen, depending on the type of proposal. Brokers have discretionary power to vote your shares with respect to “routine” matters, but they do not have discretionary power to vote your shares with respect to “non-routine” matters. The election of directors is considered a “non-routine” matter and, as such, brokers holding shares beneficially owned by their clients do not have the ability to cast votes with respect to that matter unless the broker has received instructions from the beneficial owner of the shares. If you do not provide instructions, your bank, broker or other nominee may vote your shares in their discretion for the ratification of Grant Thornton LLP as the Company’s independent registered public accounting firm, as this is considered a “routine” matter.

It is therefore important that you provide instructions to your broker if your shares are beneficially held by a broker so that your votes with respect to the election of directors are counted.

May I vote by telephone or via the Internet?

Yes. If you are a stockholder of record, you have a choice of voting by telephone using a toll-free telephone number, voting over the Internet, or voting by completing the enclosed proxy card and mailing it in the return envelope provided. To vote by telephone or via the Internet, follow the instructions provided on the proxy card. We encourage you to vote by telephone or over the Internet because your vote will be tabulated faster than if you mail it. If you vote by telephone or over the Internet, you may incur costs, such as usage charges from Internet access providers and telephone companies. You will be responsible for those costs.

If you are a beneficial owner and hold your shares in “street name,” you will need to contact your bank, broker or other nominee to determine whether you will be able to vote by telephone or electronically through the Internet.

Whether or not you plan to attend the virtual Annual Meeting, we urge you to vote. Voting by telephone, over the Internet or returning your proxy card by mail will not affect your right to attend the virtual Annual Meeting and vote.

May I revoke my proxy or my voting instructions?

Yes. If you change your mind after you vote, if you are a stockholder of record, you may revoke your proxy through the following procedures:

■    Send in another signed proxy with a later date or resubmit your vote by telephone or the Internet;

■    Send a letter revoking your proxy to the Company’s Corporate Secretary at 12276 San Jose Blvd., Suite 426, Jacksonville, Florida 32223; or

■    Attend the virtual Annual Meeting and vote during the meeting at https://www.cstproxy.com/
proficientautologistics/2025.

If you are a beneficial owner and hold your shares in “street name,” you will need to contact your bank, broker or other nominee to determine how to revoke your voting instructions.

If you wish to revoke your proxy or voting instructions, you must do so in sufficient time to permit the necessary examination and tabulation of the subsequent proxy or revocation before the vote is taken.

Stockholder Proposals for Inclusion in Proxy Statement

If you wish to submit a matter to be considered for inclusion in the proxy material for the 2026 annual meeting, please send it to the Corporate Secretary, at 12276 San Jose Blvd., Suite 426, Jacksonville, Florida 32223. Proposed stockholder proposal agenda items must be received no later than 5:00 p.m. Eastern Time on December 8, 2025 and otherwise comply with the SEC requirements under Rule 14a-8 of the Exchange Act to be eligible for inclusion in the Company’s 2026 annual meeting proxy statement.

Other Proposals and Nominees

To submit a stockholder proposal that is not eligible for inclusion in the proxy materials for our next annual meeting, or to make a nomination for one or more directors at the annual meeting, a stockholder must give timely notice of the proposal or nomination in writing to our Corporate Secretary at our principal executive offices and comply with the other requirements set forth in our by-laws. To be timely, notice must be delivered to the Corporate Secretary at the address noted above between November 10, 2025 and December 10, 2025; provided, however, that if the date of the annual meeting is more than 30 days before the anniversary date of the prior year’s annual meeting or more than 60 days after the anniversary of the previous year’s annual meeting, we must receive the stockholder’s notice by the close of business on the later of: (i) 90 days prior to the annual meeting and (ii) 10 days after the day we provide public disclosure of the meeting date. The notice must set forth, as to each proposed matter, the information required by our by-laws and any other information that is required to be provided by such stockholder pursuant to the Exchange Act or applicable SEC rules.

In addition to satisfying the foregoing requirements, to comply with the universal proxy rules, stockholders that intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later January 9, 2026.

The presiding officer of the meeting will not acknowledge any proposal or nomination not made in compliance with the foregoing procedures.

YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. IMMEDIATE - 24 Hours a Day, 7 Days a Week or by Mail Vote by Internet or Telephone - QUICK EASY 2025 PROFICIENT AUTO LOGISTICS, INC. Your phone or Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card. Votes submitted electronically over the Internet or by telephone must be received by 11:59 p.m., Eastern Time, on May 5 , 2025. INTERNET/MOBILE – www.cstproxyvote.com Use the Internet to vote your proxy. Have your proxy card available when you access the above website. Follow the prompts to vote your shares. Vote at the Meeting – If you plan to attend the virtual online annual meeting, you will need your 12 digit control number to vote electronically at the annual meeting. To attend the annual meeting, visit: https://www.cstproxy.com/ proficientautologistics/2025 PHONE (US ONLY) – 1 (866) 894-0536 Use a touch-tone telephone to vote your proxy. Have your proxy card available when you call. Follow the voting instructions to vote your shares. MAIL – Mark, sign and date your proxy card and return it in the postage-paid envelope provided. PLEASE DO NOT RETURN THE PROXY CARD IF YOU ARE VOTING ELECTRONICALLY OR BY PHONE. FOLD HERE DO NOT SEPARATE INSERT IN ENVELOPE PROVIDED PROXY THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1 AND 2. Please mark your votes like this X 1. Election of Directors. (1) Richard D. O’Dell (2) Charles A. Alutto (3) Douglas L. Col (4) Brenda Frank (5) James B. Gattoni (6) Steve F. Lux (7) John F. Schraudenbach (8) John Skiadas (Instruction: To withhold authority to vote for any individual nominee, strike a line through that nominee’s name in the list above) FOR all Nominees listed to the left WITHHOLD AUTHORITY to vote (except as marked to the contrary for all nominees listed to the left) 2. Ratification of the appointment of Grant Thornton LLP as Proficient’s independent registered public accounting firm for the fiscal year ending December 31, 2025. FOR AGAINST ABSTAIN (Instruction: To withhold authority to vote for any individual nominee, strike a line through that nominee’s name in the list above) CONTROL NUMBER Signature Signature, if held jointly Date ,2025 Note: Please sign exactly as name appears hereon. When shares are held by joint owners, both should sign. When signing as attorney, executor, administrator, trustee, guardian, or corporate officer, please give title as such.

2025 Important Notice Regarding the Internet Availability of Proxy Materials for the Annual Meeting of Stockholders to be held May 6, 2025 The 2025 Proxy Statement and the Annual Report on Form 10-K for the Year Ended December 31, 2024 are available at: https://www.cstproxy.com/proficientautologistics/2025 FOLD HERE DO NOT SEPARATE INSERT IN ENVELOPE PROVIDED PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS PROFICIENT AUTO LOGISTICS, INC. The undersigned appoints Richard D. O’Dell and Brad Wright, and each of them, as proxies, each with the power to appoint his substitute, and authorizes each of them to represent and to vote, as designated on the reverse hereof, all of the shares of common stock of PROFICIENT AUTO LOGISTICS, INC. held of record by the undersigned at the close of business on March 10, 2025 at the Annual Meeting of Stockholders of PROFICIENT AUTO LOGISTICS, INC. be held on May 6, 2025, or at any adjournment thereof. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS INDICATED. IF NO CONTRARY INDICATION IS MADE, THE PROXY WILL BE VOTED IN FAVOR OF ELECTING THE EIGHT NOMINEES THE BOARD OF DIRECTORS AND IN FAVOR OF PROPOSAL 2 AND IN ACCORDANCE WITH THE JUDGMENT OF THE PERSONS NAMED AS PROXY HEREIN ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING. THIS PROXY IS SOLICITED ON BEHALF THE BOARD OF DIRECTORS. (Continued and to be marked, dated and signed, on the other side)