H. Pete Montaño
About H. Pete Montaño
H. Pete Montaño, age 65, is an independent director at PAMT and has served on the board since 2019 . He retired in 2018 as Vice President of Sales and Revenue Management at Contract Freighters, Inc. (CFI), overseeing U.S., Canada, and Mexico sales with deep cross‑border expertise; he is a dual U.S./Mexico citizen and currently serves as an advisory director of The Hawthorne Group (parent of Melton Truck Lines) . Montaño is a member of PAMT’s Audit Committee and brings extensive sales and operational experience relevant to the company’s Mexico operations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Contract Freighters, Inc. (CFI) | Vice President of Sales and Revenue Management; previously Director of Sales for Mexico | ~28 years at CFI; retired 2018 | Led strategic planning, account growth, and pricing/bid departments across U.S., Canada, Mexico; significant cross‑border expertise |
| Roadway Express | Sales leadership for U.S. and Mexico regions | Not disclosed | Regional sales leadership; cross‑border commercial experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Hawthorne Group (parent of Melton Truck Lines, Inc.) | Advisory Director | Current | Private flatbed/step‑deck carrier; advisory role suggests ongoing industry ties |
Board Governance
- Independence: Board determined Montaño meets NASDAQ independence standards; PAMT qualifies and elects “controlled company” status due to >50% voting power held by Matthew T. Moroun and family trusts, exempting PAMT from certain independence requirements .
- Committee assignments: Audit Committee member; Audit Committee chaired by W. Scott Davis; Audit Committee met five times in 2024 .
- Board activity: Board held five meetings in 2024; all directors attended at least 75% of Board/committee meetings during their service; eight of nine directors attended the 2024 annual meeting (individual attendance not specified) .
Fixed Compensation
| Component | Amount/Detail | Source |
|---|---|---|
| Annual director retainer (non‑employee director, 2024) | $50,000; option to elect up to $15,000 of first installment in stock (valued at $17.60 on May 9, 2024) | |
| Audit Committee member retainer (non‑chair) | $5,000 (chair additional $15,000) | |
| Montaño – Fees earned/paid in cash (2024) | $45,003 | |
| Montaño – Stock awards (grant date fair value, 2024) | $9,997 (at $17.60/share on May 9, 2024) | |
| Montaño – Total director compensation (2024) | $55,000 |
PAMT reimburses directors for meeting-related expenses (food, lodging, transportation) .
Performance Compensation
- Director compensation is structured as fixed retainers with optional stock in lieu of cash; no performance‑conditioned metrics or awards are disclosed for directors .
Other Directorships & Interlocks
- Public company boards: None disclosed for Montaño; his biography lists an advisory directorship at The Hawthorne Group (private) .
- Controlled company dynamics: Chairman Matthew T. Moroun and family trusts control ~73.45% of voting power; related‑party transactions with Moroun‑affiliated entities are significant and reviewed by the Audit Committee .
Expertise & Qualifications
- Cross‑border logistics and Mexico operations; dual U.S./Mexico citizenship .
- Sales leadership, strategic planning, pricing and bid oversight across North America .
- Audit Committee member experience; Board determined independent status .
- PAMT’s insider trading policy discourages derivative hedging for those with regular access to MNPI, including directors .
Equity Ownership
| Holder | Shares Owned | Shares Held in Trust | Shares Vesting Within 60 Days | Beneficially Owned | % of Class |
|---|---|---|---|---|---|
| H. Pete Montaño | 4,098 | – | – | 4,098 | 0% |
Total shares outstanding as of April 7, 2025: 21,790,658 . No pledging disclosed for Montaño in the proxy’s ownership table .
Insider Trades
| Period Checked | Person | Form 4 Transactions | Notes |
|---|---|---|---|
| 2024-01-01 to 2025-11-20 | H. Pete Montaño | None found via insider-trades query (token search “MONTANO”/“PETE”) | No delinquent Section 16(a) reports noted for Montaño; proxy cites two late Form 4s for other insiders (M. T. Moroun and L. K. Stewart) |
Governance Assessment
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Strengths:
- Independent director with deep cross‑border trucking experience relevant to PAMT’s Mexico operations; Audit Committee membership supports financial oversight .
- Board separation of Chair and CEO roles; active risk oversight through Audit Committee reporting .
- Attendance: Board and committee meeting participation thresholds met; Board held five meetings; Audit Committee met five times in 2024 .
-
Concerns/RED FLAGS:
- Controlled company status: PAMT not required to maintain a majority independent board or fully independent compensation/nomination committees; Compensation Committee consists of Chairman Matthew T. Moroun and CEO Joseph A. Vitiritto, elevating risk of pay-setting conflicts .
- Extensive related‑party transactions with Moroun‑affiliated entities: PAMT paid ~$33.4M in 2024 for equipment, insurance premiums, real estate leases, services, fuel; received ~$11.8M from Moroun affiliates; while Audit Committee reviews and asserts market‑competitive terms, the magnitude and breadth of transactions increase conflict risk and require robust independent oversight and disclosure .
- Shareholder control: Votes cast on behalf of family trusts effectively control director elections and major corporate actions, reducing minority investor influence .
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Alignment:
- Director compensation mix includes option to take stock in lieu of cash; in 2024, Montaño elected ~$10k in stock, modestly increasing alignment; overall director pay remains largely fixed retainers without performance conditions .
- Beneficial ownership is small (4,098 shares; 0% of class), which limits “skin‑in‑the‑game,” but is typical for non‑employee directors at small/mid‑cap companies .
Overall, Montaño’s independent status and Audit Committee role are positives for board effectiveness amid controlled company risks and substantial related‑party exposure; continued monitoring of Audit Committee rigor, disclosure quality, and any changes in committee composition or director independence is warranted .