Frederick P. Calderone

About Frederick P. Calderone

Frederick P. Calderone, age 74, has served on PAMT’s board since 1998, bringing more than two decades as a vice president of a diversified holding company headquartered in Warren, Michigan (retired 2016) and prior partnership at Deloitte, Haskins & Sells; he is a certified public accountant and attorney broadly recognized for expertise in tax, accounting, and complex transactions . He currently serves as special trustee of certain Moroun family trusts that hold a majority of PAMT’s voting power and is party to a voting agreement with Chairman Matthew T. Moroun; he also serves as a director of Universal Logistics Holdings, Inc. (NASDAQ: ULH) since 2009 .

Past Roles

External Roles

Board Governance

• Independence: PAMT is a “controlled company”; the board determined four nominees (Bishop, Davis, McLarty, Montaño) are independent. Calderone is not listed as independent under NASDAQ standards .
• Committee assignments: Calderone is not a member of Audit, Compensation, or Executive Committees per the April 9, 2025 composition table (Audit: Davis*, McLarty, Montaño, Bishop; Compensation: M.T. Moroun*, Vitiritto; Executive: M.T. Moroun*, Vitiritto) .
• Attendance: In 2024, the board met five times; all directors attended at least 75% of board and applicable committee meetings during their service period. Eight of nine directors attended the 2024 annual meeting; board policy encourages director attendance .
• Controlled company implications: PAMT elects exemptions from NASDAQ rules requiring majority independent board and fully independent compensation and nominating committees .

Fixed Compensation

• 2024 director compensation structure: Non-employee directors received a $50,000 annual retainer; up to $15,000 of the first installment could be elected in shares based on the May 9, 2024 closing price ($17.60). Additional retainers: Chairman $100,000; Audit Chair $15,000; Compensation Chair $5,000; Audit Committee members (non-chair) $5,000 .
• Calderone’s 2024 pay: $45,002 cash; $4,998 stock; total $50,000, consistent with standard director retainer without chair or committee member premiums .

Performance Compensation

• No performance-based compensation (options, PSUs, performance metrics) is disclosed for directors; equity elections are in lieu of cash retainer, not tied to performance conditions .

Other Directorships & Interlocks

Expertise & Qualifications

• CPA, attorney, and tax specialist with extensive advisory and executive oversight to transportation companies; deep knowledge in GAAP, financial reporting, tax planning for multinationals, M&A, and commercial transactions .
• Board-relevant skills: accounting, strategic planning, finance, taxation, budgeting; supports audit literacy and risk oversight despite non-membership in audit committee .

Equity Ownership

• Direct beneficial ownership: 10,636 shares; less than 1% of outstanding common stock (21,790,658 shares outstanding as of April 7, 2025) .
• Trust voting influence: Special trustee with sole voting power over 10,427,848 (Lindsay S. Moroun Trust) and 306,048 (A.A. Moroun Trust) shares; disclaims beneficial ownership; voting agreement causes Moroun to vote his individually held/trust shares in line with Calderone’s votes on the trusts, effectively consolidating shareholder control for elections and major corporate actions .

Related-Party Exposure (Context for Conflicts)

• PAMT is materially engaged in transactions with Moroun-affiliated entities (insurance, equipment, parts, real estate, services). In 2024, PAMT paid $33,424,726 and received $11,788,905 from Moroun-affiliated companies; key categories include insurance premiums ($15,825,688), equipment parts/maintenance ($9,555,046), trailing equipment ($3,477,583), and leases ($1,349,261) .
• Audit Committee reviews and approves related-person transactions; company states terms are at least as favorable as third-party alternatives .

Governance Assessment

• Strengths

  • Deep financial and tax expertise relevant to transportation and complex transactions; multi-decade experience and ULH public board service support board literacy in finance and risk .
  • Board-wide attendance acceptable (≥75%) and policy encouraging annual meeting attendance; Audit Committee fully independent under SEC/NASDAQ definitions .

• Risks and RED FLAGS

  • Not independent; special trustee with sole voting power over majority-held family trusts and voting agreement that aligns controlling shareholder votes to Calderone’s trust votes—material governance influence that can dominate director elections and major actions; independence compromised under NASDAQ standards .
  • Controlled company exemptions: compensation and nominating functions are not independent; Compensation Committee consists of the Chairman and CEO, raising pay governance concerns .
  • Extensive related-party transactions with Moroun-affiliated entities; while Audit Committee oversight exists, the scale of intra-group dealings heightens conflict-of-interest risk and investor scrutiny .
  • Low “skin-in-the-game” direct ownership (10,636 shares, 0%); while trust voting influence is high, beneficial ownership alignment via personal holdings is modest .
  • Interlocks: ULH board overlap with PAMT’s controlling shareholder (Moroun) may concentrate influence across related transportation enterprises .

• Engagement signals

  • 2024 director pay is a standard $50,000 retainer with small equity election ($4,998), suggesting traditional director compensation with limited at-risk incentives; no performance-linked pay for directors disclosed .

• Compliance/filings

  • Section 16(a): Company indicates required ownership filings for 2024 were timely except for two individuals (Moroun and Stewart); no delinquencies identified for Calderone .