Edwin J. Lukas
About Edwin J. Lukas
Edwin J. Lukas, age 57, is the founder of Vistula PLC, a business law firm in Saint Clair Shores, Michigan, and serves as a Strategic Partner with Aquila Equity Partners, a private investment firm in Rochester Hills, Michigan . He previously served as Executive Vice President and General Counsel of a diversified holding company in Warren, Michigan (2016–March 2020) and earlier was a partner at Bodman PLC in Detroit; he holds degrees from the University of Pennsylvania and the University of Detroit School of Law, where he was Editor-in-Chief of the University of Detroit Law Review . Mr. Lukas has served as a director of PAMT since 2018 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Diversified holding company (Warren, MI) | Executive Vice President & General Counsel | 2016–March 2020 | Executive-level legal and corporate role |
| Bodman PLC (Detroit) | Partner | Prior to 2016 | Corporate law/M&A/capital markets; risk management expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Vistula PLC (Saint Clair Shores, MI) | Founder | Current | Business law firm |
| Aquila Equity Partners (Rochester Hills, MI) | Strategic Partner | Current | Private investment firm |
Board Governance
- Independence: The Board determined only four nominees (Bishop, Davis, McLarty, Montaño) meet NASDAQ independence standards; Mr. Lukas is not listed among independent directors .
- Committee assignments: Not a member of the Audit Committee, Compensation and Stock Option Committee, or Executive Committee per committee roster; current committee memberships are shown and do not include Mr. Lukas .
- Board activity and attendance: The Board met five times in 2024; all directors attended at least 75% of Board and committee meetings during periods served .
- Annual meeting attendance: Eight of nine directors attended the 2024 Annual Meeting; the Board encourages director attendance .
- Governance structure (controlled company): PAMT is a NASDAQ “controlled company” under Rule 5615(a)(7), with >50% voting power held by Matthew T. Moroun and family trusts; as a result, PAMT is exempt from requirements for a majority independent board and fully independent compensation and nominating committees .
- Compensation Committee composition/process: The Compensation Committee consists of Chairman Matthew T. Moroun and CEO Joseph A. Vitiritto; it met three times in 2024 and operates without a written charter .
- Nominating process: No separate nominating committee; the full Board (guided by controlling shareholders when applicable) handles nominations .
- Audit oversight: Audit Committee (all independent) met five times in 2024; Davis and McLarty qualify as audit committee financial experts .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 50,000 | – | 50,000 |
- 2024 director pay program: Non‑employee directors received a $50,000 annual retainer (paid semiannually) with an option to elect up to $15,000 of the first installment in stock at the 5/9/2024 closing price; Audit Chair receives +$15,000, Compensation Chair +$5,000, Audit Committee members (other than Chair) +$5,000; Chairman of the Board retainer is $100,000 .
- Mr. Lukas did not elect stock for 2024 (no stock award reported) .
Performance Compensation
| Component | Status | Notes |
|---|---|---|
| Performance-based director pay (cash/equity) | None disclosed | Director compensation consists of fixed retainers and optional stock election; no director performance metrics disclosed . |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Mr. Lukas . |
| Prior public company boards | None disclosed for Mr. Lukas . |
| Compensation Committee interlocks | Not a member of Compensation Committee; proxy discloses no interlocks involving PAMT executives serving on another issuer’s comp committee and vice versa . |
Expertise & Qualifications
- Corporate law, M&A, and capital markets transactions; organizational/process design and risk management; supports board accountability and stakeholder protection .
- Founder of a law firm and strategic partner at a private investment firm; prior large law firm partnership and executive general counsel experience .
- Education: University of Pennsylvania; University of Detroit School of Law (Editor‑in‑Chief, University of Detroit Law Review) .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Shares Vesting Within 60 Days |
|---|---|---|---|
| Edwin J. Lukas | 5,082 | 0%* | – |
- Total shares outstanding: 21,790,658 as of April 7, 2025 .
- Pledging/hedging: Company policy asks insiders to refrain from trading put/call options on PAMT securities (hedging); no pledging disclosure specific to directors in the proxy .
- Director ownership guidelines: Not disclosed for directors; the proxy notes no stock ownership requirements for executive officers .
*Denotes less than one percent .
Insider Trades
| Year | Note |
|---|---|
| 2024 | The company disclosed that all Section 16(a) reports were timely for directors and officers except one late Form 4 each for Matthew T. Moroun and Lance K. Stewart; no delinquencies were identified for Mr. Lukas . |
| Policy context | PAMT’s insider trading policy applies to directors and addresses trading procedures and hedging restrictions . |
Governance Assessment
-
Positives
- Legal, M&A, and risk management skills aligned with oversight of a transportation business; long-standing corporate counsel experience can enhance board process rigor .
- Board/committee attendance threshold met by all directors in 2024; Audit Committee comprised entirely of independent directors with two financial experts .
- No Section 16(a) filing delinquencies disclosed for Mr. Lukas in 2024 .
-
Risks and red flags
- Not classified as an independent director by the Board; PAMT is a “controlled company” and is exempt from a majority independent board and fully independent comp/nominating committees—Compensation Committee consists of the Chairman (controlling shareholder) and CEO and operates without a charter .
- Related‑party transaction environment is significant: $33.4 million paid by PAMT to Moroun‑affiliated companies and $11.8 million received from such affiliates in 2024 (ordinary‑course activities but nonetheless a structural conflict‑risk context); no specific related‑party transactions involving Mr. Lukas were disclosed .
- Modest personal ownership (5,082 shares; 0%) limits clear alignment signal vs. controlling shareholder’s concentration; no director ownership guideline disclosed .
RED FLAGS: Controlled company exemptions (board independence, compensation/nominating structures), non‑independent Compensation Committee including CEO and controlling shareholder, and extensive related‑party transactions in the operating environment .