Proficient Auto Logistics, Inc (PAL): director Steven Hansen elected to the board

Events in this filing

Item 5.02 as filed

Item
5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers
On
October 30, 2026, the Board of Directors (the “Board”) of Proficient Auto Logistics, Inc. (the “Company”) increased
the size of the Board and appointed Steven Hansen (“Mr. Hansen”) to serve as a member of the Board, effective immediately,
until the Company’s annual meeting of stockholders to be held in 2027.
Mr.
Hansen is a co-founder of Hansen & Adkins, Inc. (“H&A”), a finished-vehicle logistics and automobile
transportation company, which was acquired by the Company in August 2026. Mr. Hansen served in various roles with H&A and its
subsidiaries since he co-founded H&A in 1994. Mr. Hansen is a founding member and founding chairman of the Auto Haulers
Association of America and currently serves on its board of directors. His experience includes automobile transportation operations,
fleet maintenance, risk management, finance, personnel management, insurance, and U.S. Department of Transportation regulations. Mr.
Hansen earned a Bachelor of Science in Public Administration from the University of Southern California. We believe that Mr.
Hansen’s long and extensive experience in the auto hauling business qualifies him to serve as a director of the
Company.
Pursuant
to an employment agreement, dated August 14, 2026 (the “Employment Agreement”), Mr. Hansen agreed to provide advisory services
to the Company from August 14, 2026 through December 31, 2026. The Employment Agreement provides for compensation at a prorated annual
rate of $250,000 and includes medical and dental insurance benefits. The foregoing description
of the Employment Agreement is not complete and is qualified in its entirety by reference to the full text of the Employment Agreement,
which is filed as Exhibit 10.1 to this Current Report on Form 8-K. There are currently no arrangements or understandings between
Mr. Hansen and any person pursuant to which Mr. Hansen was selected as a director.
On
August 14, 2026, the Company entered into (i) three lease arrangements with 3611 Farquhar Investments, LLC (the “Farquhar Leases”),
and (ii) one lease arrangement with 480 Dick Buchanan Street, LLC (the “Buchanan Lease”). Each lease has an initial term
commencing on August 13, 2026 and expiring December 31, 2027. Each lease provides the Company, as lessee, with five options to extend
the term for two years each. The leases contain specified termination rights relating to, among other things, tenant defaults, casualty,
condemnation, hazardous-substance conditions and certain required capital expenditures, subject to their applicable notice, cure and
other conditions. Mr. Hansen owns a 50% equity interest in each of these lessors. The aggregate annual value of the leases with 3611 Farquhar
Investments, LLC is approximately $1,200,000 and the aggregate annual value of the lease with 480 Dick Buchanan Street, LLC is approximately
$180,000. The foregoing descriptions of the Farquhar Leases and the Buchanan Lease are not complete and are qualified in their entirety
by reference to the full text of the lease agreements, which are filed as Exhibits 10.2, 10.3, 10.4, and 10.5 to this Current Report
on Form 8-K.
As
set forth in the Company’s Current Reports on Form 8-K filed with the Securities and Exchange Commission on August 10, 2026 and
August 14, 2026, Proficient Services, Inc., a wholly owned subsidiary of the Company, acquired Hansen & Adkins Auto Transport, LLC
and certain affiliated entities, pursuant to that certain Equity Purchase Agreement, dated August 10, 2026 (the “Purchase Agreement”).
Pursuant to the terms of the Purchase Agreement, the Company paid an upfront purchase price of approximately $130 million, including
assumed debt of approximately $75 million. Of the approximately $55 million remaining, 421,354 shares of common stock of the Company
were issued to Mr. Hansen and approximately $52 million was paid in cash (subject to customary post-closing adjustments set forth in
the Purchase Agreement). The terms of the Purchase Agreement also provide for potential earnout payments of up to approximately $22.1
million, of which $2 million would be payable in shares of common stock to Mr. Hansen with the remainder payable in cash. Other than
the Farquhar Leases, the Buchanan Lease and the Purchase Agreement, there are no current or proposed transactions in which Mr. Hansen
has or will have a direct or indirect material interest and in which the Company is or will be a participant that require disclosure
pursuant to Item 404(a) of Regulation S-K.
In
light of the various agreements between the Company and Mr. Hansen, the Board has determined that Mr. Hansen is not independent under
the applicable rules of The Nasdaq Stock Market LLC. Accordingly, Mr. Hansen is not expected to be appointed to serve on any committees
of the Board. Mr. Hansen has also agreed to waive all compensation payable by the Company in connection with his service on the Board.
The Company and Mr. Hansen entered into the Company’s standard indemnification agreement, the form of which is incorporated by
reference as Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
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