Lance K. Stewart
About Lance K. Stewart
Lance K. Stewart, age 56, is President and Chief Executive Officer and a director of PAMT, appointed effective August 4, 2025; he previously served as Vice President of Finance, Chief Financial Officer and Treasurer, and has been with the company since 1989 across finance and operations roles . PAMT is a NASDAQ “controlled company” led by Chairman Matthew T. Moroun, with the Board separating the Chairman and CEO roles; Stewart signs as principal executive officer in filings from November 2025 . Company performance trends during Stewart’s recent finance leadership and early CEO tenure reflect industry freight recession impacts: FY2024 net loss and lower revenue vs FY2022-23, while shareholder returns fell from 2022 to 2024; details below .
Performance summary (values retrieved from S&P Global):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | 818,751,000 | 706,114,000 | 629,015,000 |
| EBITDA ($USD) | 183,324,000* | 93,872,000* | 69,671,000* |
| Net Income ($USD) | 90,672,000 | 18,416,000 | (31,795,000)* |
| Pay-Versus-Performance TSR (Fixed $100 Index) | 73 | 59 | 46 |
| Reported Net (Loss) Income ($000s) | 90,672 | 18,416 | (31,795) |
| Note: Values with asterisks are retrieved from S&P Global. |
TSR and net income figures from PAMT’s proxy “Pay Versus Performance” table .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PAMT CORP | President & CEO; Director | Aug 2025–Present | Elevated from CFO to CEO to stabilize operations and lead through freight downturn; RSU grant tied to retention . |
| PAMT CORP | VP Finance, CFO & Treasurer | Apr 2023–Aug 2025 | Led finance during freight recession; discretionary bonuses for navigating industry conditions . |
| P.A.M. Transport (subsidiary) | VP Operations | 2020–Apr 2023 | Oversaw operations during market volatility and automotive strike disruptions . |
| P.A.M. Transport | VP Accounting | 2016–2020 | Strengthened accounting leadership post prior CFO tenure . |
| PAMT CORP | VP Finance, CFO, Secretary & Treasurer | 2010–2013 | Prior CFO term (first stint) . |
| P.A.M. Transport | VP Accounting & Controller | 2002–2010 | Built accounting function; promoted from earlier roles since 1989 . |
| P.A.M. Transport | Various roles | 1989–2002 | Long-tenured finance and operations contributor . |
External Roles
No public company directorships or external board roles disclosed for Stewart .
Fixed Compensation
| Year | Role | Base Salary ($) | Target Bonus % | Actual Bonus ($) | Payment Timing |
|---|---|---|---|---|---|
| 2023 | CFO | 344,840 | Not disclosed | 80,000 | 50% paid Feb 2024; remaining 25% in each of next two years subject to continued employment . |
| 2024 | CFO | 388,810 | Not disclosed | 90,000 | 50% paid Feb 2025; remaining 25% in each of next two years subject to continued employment . |
| 2025 | CEO | 505,440 | Not disclosed | Not disclosed | Not disclosed |
Notes: Discretionary bonuses used in 2023–2024 due to freight recession; no pre-set metric plan adopted in those years .
Performance Compensation
| Award/Plan | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| 2022 Incentive Plan (granted Feb 2023) | Consolidated Operating Income | Plan-based; single metric | Threshold $105M; Target $125M | $127.5M (excl. cash/stock comp) | 2,420 restricted shares to Stewart | 4 equal annual installments starting first anniversary (Feb 9 each year) . |
| 2023 Discretionary Bonus | Discretionary (leadership) | N/A | N/A | N/A | $80,000 | 50% immediate; 25% over next two years contingent on continued employment . |
| 2024 Discretionary Bonus | Discretionary (leadership) | N/A | N/A | N/A | $90,000 | 50% immediate; 25% over next two years contingent on continued employment . |
| RSU Grant (Jan 27, 2025) | Time-based RSUs | N/A | N/A | N/A | 20,000 RSUs | Vest in full on 4th anniversary of grant (Jan 27, 2029) . |
| RSU Grant (Aug 4, 2025; promotion) | Time-based RSUs | N/A | N/A | N/A | 100,000 RSUs | Vest in equal annual installments over 4 years, beginning Feb 9, 2026 . |
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial ownership | 12,048 shares; 0% of outstanding 21,790,658 shares . |
| Vested vs. unvested (as of Dec 31, 2024) | Unvested restricted shares: 1,298 (649 vested Feb 9, 2025; remainder Feb 9, 2026) and 1,815 (605 vested Feb 9, 2025; 605 Feb 9, 2026; 605 Feb 9, 2027) . |
| Award values (Dec 31, 2024) | Market value per line item $21,261 for each unvested lot at $16.38 share price . |
| Additional unvested awards | 20,000 RSUs (Jan 27, 2025) vest at 4 years ; 100,000 RSUs (Aug 4, 2025) vest in equal installments starting Feb 9, 2026 . |
| Options | No options granted in 2022–2024; none outstanding . |
| Ownership guidelines | No stock ownership requirements for executive officers . |
| Hedging/derivatives policy | Directors/officers should refrain from trading in put/call options; broader insider trading policy in place . |
| Pledging | No pledging disclosures found for Stewart; not disclosed in proxy . |
| Rule 10b5-1 plans | None adopted or terminated by directors/officers in Q3 2025, reducing scheduled selling pressure signals for that quarter . |
| Section 16 | One late Form 4 noted for Stewart regarding share withholding upon vesting; suggests tax-related share withholding on vest dates rather than open-market selling . |
Employment Terms
Post-promotion CEO agreement (effective Aug 4, 2025):
- Base salary: $505,440; annual review; eligible for performance bonus .
- Termination without “just cause”: six months’ base salary plus COBRA for six months, subject to separation agreement .
- Non-compete: generally 12 months post-termination; if terminated without just cause, non-compete defaults to six months but Company may extend to one year with base salary payments extended to the same one-year period .
- Resignation: six months’ prior written notice by Stewart; Company may accelerate termination upon receipt; salary payable for the six-month period following notice .
- Disability/death: upon disability, three months’ salary plus any residual bonus earned; upon death, base salary through date of death and residual bonus earned .
- Confidentiality, IP assignment, non-solicit: strict confidentiality, “work made for hire,” and non-solicit of employees for 24 months .
Pre-2025 CFO agreement (effective Mar 13, 2023; as disclosed Apr 2025):
- Base salary initially $378,560; $405,340 by 2025; annual review .
- Termination “best interest”: base salary for four months; Board could extend non-compete/non-solicit to 12–18 months, extending salary accordingly (assumes full extension = 18 months) .
- Resignation: four months’ notice; salary through notice period .
- Non-compete/non-solicit: six-month non-compete; Company may extend to 12 months; 24-month non-solicit of employees; recovery of 60% of value realized under certain awards if covenants violated .
- Change-in-control: PAMT discloses no change-in-control payment arrangements for executives .
Board Governance
- Board service history: Stewart appointed a director effective August 4, 2025 .
- Committee roles: As of April 9, 2025, Compensation Committee comprised Chairman Matthew T. Moroun and then-CEO Joseph A. Vitiritto; Audit Committee comprised four independent directors; Executive Committee comprised Chairman and CEO . Stewart’s committee assignments post-appointment are not disclosed.
- Independence and structure: PAMT is a NASDAQ “controlled company” with more than 50% voting power held by Moroun family trusts; therefore not required to have a majority-independent Board, independent Compensation Committee, or independent Nominating Committee; Board separates Chairman and CEO roles .
- Board meetings and attendance: Five Board meetings in 2024; all directors attended at least 75% of meetings .
- Director compensation (context for Stewart as CEO-director): Non-employee directors received a $50,000 annual retainer (option to take up to $15,000 in stock for first installment), Audit Chair $15,000, Compensation Chair $5,000, Audit members $5,000; Chairman received $100,000. CEO receives no additional director compensation .
Equity Ownership & Vesting Calendar (Selling Pressure Signals)
- Known vesting dates from outstanding restricted stock: Feb 9, 2026 and Feb 9, 2027 tranches from 2019–2023 grants .
- RSUs (Jan 27, 2025): 20,000 RSUs vest at the fourth anniversary (Jan 27, 2029) .
- RSUs (Aug 4, 2025): 100,000 RSUs vest in equal installments starting Feb 9, 2026 for four years .
- No 10b5-1 plan adoption/termination disclosed in Q3 2025; share withholding upon vesting noted historically (late Form 4), implying administrative settlement rather than open-market selling .
Compensation Structure Analysis
- Shift toward RSUs: Company explicitly favored restricted stock/RSUs over options due to volatility and dilution; no options granted to executives in 2022–2024 .
- Discretionary bonuses: For 2023–2024, bonuses were discretionary and paid partially over multiple years to incentivize retention during freight recession; absence of formal annual metrics reduces pay-for-performance transparency .
- Performance plan history: 2022 plan linked to consolidated operating income with threshold/target/max levels; Stewart received restricted shares based on over-target achievement .
- Ownership guidelines: No executive stock ownership requirements, weakening formal alignment discipline .
- Clawback/recoupment: Equity awards executed since Feb 2022 subject to 60% value recovery if non-compete/non-solicit violated; robust post-termination protections .
Related Party Transactions (Governance Red Flags Context)
- Significant transactions with Moroun-affiliated entities: PAMT paid $33.4M in 2024 for equipment, insurance, leases, services, and fuel; similar flows in 2023 ($29.4M); affiliate payments to PAMT totaled ~$11.8M in 2024 and ~$8.1M in 2023 .
- Controlled company environment can raise perceived independence concerns, particularly with Chairman also chairing Compensation and Executive Committees .
Say-on-Pay & Shareholder Feedback
- 2023 say-on-pay approval >99% of votes cast; next say-on-pay scheduled for 2026; shareholders supported triennial vote cadence in 2023 .
Investment Implications
- Alignment: Stewart’s large, multi-year RSU grants (120,000 RSUs combined in 2025) and staggered vesting provide retention hooks and align incentives with long-term value, but absence of formal annual performance metrics in 2023–2024 weakens direct pay-for-performance linkage .
- Selling pressure calendar: Expect administrative share withholding and potential liquidity events around Feb 9 each year (2026–2029) and Jan 27, 2029; lack of 10b5-1 plans in Q3 2025 suggests no pre-set sales within that quarter, but future adoption should be monitored .
- Retention risk: CEO agreement offers modest severance (six months base + COBRA) and strong non-compete/non-solicit provisions; multi-year RSU vesting enhances retention, reducing near-term exit risk .
- Governance: Controlled company status and related-party transactions warrant governance discounts; compensation oversight by Chairman and CEO (as of April 2025) elevates independence concerns; separation of Chairman/CEO is a mitigating factor .
- Performance backdrop: Revenues and EBITDA declined and net income turned negative in 2024 amid industry headwinds; bonus structure recognized leadership through downturn, but future reintroduction of metric-based plans would improve pay/performance alignment (watch 2026 proxy) .