Franklin H. McLarty
About Franklin H. McLarty
Franklin H. McLarty, age 50, has served as an independent director of PAMT since 2014 and is a member of the Audit Committee. He is Chairman and CEO of McLarty Diversified Holdings (investments in professional services, transportation, real estate, and media), leads Coastal Automotive Group, and previously was Executive Chairman and Director of MDH Acquisition Corp (NYSE: MDH.U) prior to its liquidation in 2022; he is designated by the Board as an audit committee financial expert given his finance and transportation experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RML Automotive | Founding executive; served as CEO | Not disclosed | Automotive retail leadership background relevant to PAMT customer base |
| McKibbon Hotel Group; The Seaway Group | Hotel-related private equity | Earlier career (dates not disclosed) | Investment experience; board service with Seaway Group |
| McLarty Capital Partners (now Firmament) | Co‑founder | Founded June 2012 | Private markets investment manager; finance expertise |
| CapRocq | Co‑founder | Founded September 2012 | Real estate owner-operator; Heartland markets |
| Southern United Auto Group | Co‑founder | Founded June 2016 | Automotive retail platform (southeastern U.S.) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MDH Acquisition Corp (NYSE: MDH.U) | Executive Chairman and Director | Prior to liquidation in 2022 | SPAC governance and capital markets experience |
| Tire Group International | Director | Not disclosed | Advisory/board role |
| Palo Verde Holdings | Director | Not disclosed | Advisory/board role |
| The McLarty Companies | Director | Not disclosed | Advisory/board role |
| The Seaway Group | Director | Not disclosed | Advisory/board role |
| XTR (documentary production company) | Lead investor and Director | Not disclosed | Media investment and board oversight |
| Arkansas Economic Development Commission | Appointed member (2007); Chairman (2009) | 2007–2009 | Public-sector economic development leadership |
Board Governance
| Item | Detail |
|---|---|
| Independence status | Independent director under NASDAQ standards; PAMT is a “controlled company” and not required to have majority independent board or independent comp/nom committees |
| Committees | Audit Committee member; not on Compensation or Executive Committees |
| Committee chair roles | None (Audit Committee chaired by W. Scott Davis) |
| Audit committee “financial expert” | Designated as audit committee financial expert (SEC definition) |
| Board meetings and attendance | Board held five meetings in 2024; all directors attended at least 75% of Board and applicable committee meetings during their service |
| Audit Committee activity | Audit Committee met five times in 2024; oversees financial reporting, internal control, and auditor relationship |
| Director meeting attendance at annual meeting | PAMT policy encourages director attendance; eight of nine directors attended in 2024 (individual attendance not disclosed) |
Fixed Compensation
| Component (2024) | Amount ($) |
|---|---|
| Annual director retainer (cash) | 50,000 |
| Audit Committee member retainer | 5,000 |
| Chairman/Chair retainers | Not applicable to McLarty (Audit Chair is Davis) |
| Stock elected in lieu of cash (portion of first installment) | 0 (no stock awards reported for McLarty) |
| Total director compensation | 55,000 |
Director compensation framework: non‑employee directors receive $50,000 annual retainer, option to elect up to $15,000 of the first semiannual installment in stock, Audit Chair +$15,000, Compensation Chair +$5,000, Audit Committee members (other than chair) +$5,000; expenses reimbursed .
Performance Compensation
| Item | Detail |
|---|---|
| Performance‑based director pay | None disclosed; director compensation is retainer-based with optional stock in lieu of cash; no metrics, options, or performance units for directors disclosed |
Other Directorships & Interlocks
| Company | Type | Interlock/Relationship |
|---|---|---|
| Universal Logistics Holdings, Inc. (ULH) | Public | Not a McLarty role; other PAMT directors (Calderone, M.T. Moroun, M.J. Moroun) serve at ULH—family interlocks exist at board level, not involving McLarty |
| Moroun‑affiliated entities | Private | Significant related‑party transactions exist between PAMT and Moroun‑affiliated companies; oversight via Audit Committee (includes McLarty) |
Expertise & Qualifications
- Finance and audit oversight: Audit committee financial expert; experience in private markets investing, corporate transactions, and risk management .
- Transportation/automotive industry: Executive experience across automotive retail platforms and customer base insight relevant to PAMT’s operations .
- Board and advisory experience: Multiple boards across industries; public-sector leadership (Arkansas EDC) .
Equity Ownership
| Holder | Shares Owned | Shares Held in Trust | Shares Vesting Within 60 Days | Shares Beneficially Owned | % of Class |
|---|---|---|---|---|---|
| Franklin H. McLarty | 8,962 | 0 | 0 | 8,962 | 0% |
Notes:
- No pledging or hedging by directors is disclosed; PAMT discourages trading in put/call options by insiders as part of derivative trading/hedging policy .
- No director stock ownership guidelines disclosed; executive officer ownership requirements are not in place .
Related‑Party Exposure and Conflicts
- Controlled company: Votes controlled by Matthew T. Moroun and family trusts; Board elected “controlled company” status, exempting independent majority and independent comp/nom committees; Compensation Committee consists of Chair and CEO (non‑independent), operating without a charter .
- Related‑party transactions: In 2024 PAMT paid ~$33.4M to Moroun‑affiliated companies (equipment, parts, maintenance, insurance, leases, services) and received $11.8M (freight, claims, leases, reimbursements), reviewed under Audit Committee policy; similar activity in 2023 ($29.4M paid; ~$8.1M received) .
- Oversight: Audit Committee (including McLarty) is responsible for pre‑approving auditor engagements and reviewing related‑person transactions; Grant Thornton LLP engaged as auditor with fees of $431,794 in 2024 .
Insider Trades
- Section 16(a) compliance: Company believes all required reports for 2024 were timely filed except one Form 4 each for Matthew T. Moroun and Lance K. Stewart; no exceptions noted for McLarty in the proxy .
Governance Assessment
- Board effectiveness: McLarty’s audit expertise and industry background strengthen financial oversight and alignment with PAMT’s transportation customer base; he is one of four independent directors on a nine‑member board .
- Alignment and pay: Director pay is modest ($55k; cash‑heavy) with optional stock election; McLarty did not elect stock in 2024; personal ownership is 8,962 shares (de minimis % of class), offering limited economic alignment by itself .
- RED FLAGS: Controlled company governance with non‑independent Compensation Committee and no nominating committee; extensive related‑party transactions with controlling shareholder affiliates; Compensation Committee operates without a written charter—collectively elevate conflict‑risk; audit oversight (with McLarty as member/financial expert) is a mitigating factor but not a substitute for independent structures .
- Attendance/engagement: Board met five times; all directors attended at least 75% of meetings; Audit Committee met five times, indicating active oversight cadence; individual attendance percentages are not disclosed .