Matthew J. Moroun
About Matthew J. Moroun
Matthew J. Moroun, age 25, has served as a director of PAMT since 2020. He holds a Bachelor of Business Administration in Finance from the Mendoza College of Business at the University of Notre Dame (December 2021) and works in Moroun family-owned businesses in transportation and business services. He is the son of PAMT’s Chairman, Matthew T. Moroun, and has served as a director of Universal Logistics Holdings, Inc. (NASDAQ: ULH) since 2020 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Moroun family-owned businesses (transportation, business services) | Employee | Not disclosed | Exposure to family transportation/industrial ecosystem |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Universal Logistics Holdings, Inc. (NASDAQ: ULH) | Director | Since 2020 | Not disclosed |
Board Governance
- Independence: PAMT is a “controlled company” under NASDAQ rules; only four nominees (Bishop, Davis, McLarty, Montaño) are independent. Matthew J. Moroun is not classified as independent .
- Committee assignments: Not listed as a member of Audit, Compensation, or Executive Committees (Audit: Davis chair; members McLarty, Montaño, Bishop. Compensation: Matthew T. Moroun chair; Vitiritto. Executive: Matthew T. Moroun chair; Vitiritto) .
- Board meetings/attendance: The Board met five times in 2024; all directors attended at least 75% of Board and committee meetings during their service period. Eight of nine directors attended the 2024 Annual Meeting of Shareholders .
- Governance structure: Chairman and CEO roles are separated; Board relies on Audit Committee for risk oversight. PAMT operates with controlled company exemptions—no independent-only compensation or nominating committees; Board performs nominations itself .
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 35,005 | Non-employee director retainer is $50,000; option to elect up to $15,000 of first installment in stock |
| Stock awards (in lieu of cash) | 14,995 | Issued at $17.60 grant-date fair value (closing price on May 9, 2024) |
| Committee chair/member fees | 0 | Audit Chair $15,000; Comp Chair $5,000; Audit members $5,000 (not applicable to M.J. Moroun) |
| Total | 50,000 | Standard director package for 2024 |
Director Compensation Arrangements (structure):
- Annual retainer $50,000; Chairman of the Board $100,000; Audit Chair $15,000; Compensation Chair $5,000; Audit Committee members (non-chair) $5,000; optional stock election up to $15,000 valued at closing price on May 9, 2024 ($17.60) .
Performance Compensation
- No performance-based director compensation disclosed (no director PSUs/options or performance metrics; stock element is elective in lieu of cash) .
Other Directorships & Interlocks
- ULH directorship: Matthew J. Moroun (since 2020) .
- Family interlocks: Matthew T. Moroun (PAMT Chairman; Compensation and Executive Committee chair; trustee of controlling family trusts; ULH Chairman since 2004) . Frederick P. Calderone (PAMT director; special trustee with sole voting power over certain Moroun family trusts; ULH director since 2009) .
- Implication: Multiple familial and affiliated board ties across PAMT and ULH indicate potential information flow/related-party influence .
Expertise & Qualifications
- Education: BBA in Finance, University of Notre Dame (Dec 2021) .
- Industry exposure: Employment within Moroun family transportation/business services enterprises .
- Board qualifications noted: “Unique perspective” on strategic challenges/opportunities for PAMT; not designated an audit committee financial expert .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Matthew J. Moroun | 3,604 | 0% | Direct ownership; excludes trust holdings controlled by family |
| Matthew T. Moroun (context) | 16,005,500 | 73.45% | Includes shares held via Moroun Grantor Trust (5,268,000), 2020 Lindsay Moroun Trust (10,427,848), 2020 AAM Trust (306,048), and 3,604 held by son; controlled company status and voting agreement with special trustee noted |
| Total outstanding shares | 21,790,658 | — | As of April 7, 2025 |
- Voting control and agreement: Votes cast on behalf of family trusts control actions requiring shareholder approval; agreement binds Matthew T. Moroun to vote his shares consistent with special trustee voting on certain family trusts .
Related-Party Exposure (Moroun affiliates)
| Category | 2023 ($) | 2024 ($) | Notes |
|---|---|---|---|
| Payments by PAMT to Moroun-affiliated companies (aggregate) | 29,448,284 | 33,424,726 | Ordinary-course transactions subject to Audit Committee review |
| Purchases: trailing equipment | 1,137,583 | 3,477,583 | Capital equipment sourcing from affiliates |
| Purchases: parts & maintenance services | 8,063,600 | 9,555,046 | Operational spend with affiliates |
| Real estate leases | 1,540,102 | 1,349,261 | Month-to-month maintenance facilities/drop yards |
| Bulk fuel | 26,232 | 98,131 | Fuel purchases |
| Management/payroll/software services | 865,858 | 706,690 | Shared services |
| Insurance premiums (independent contractor programs) | 1,992,515 | 2,412,326 | Recouped from independent contractors; claims paid $885,108 (2023), $380,875 (2024) |
| Commercial auto, GL, WC premiums (Moroun-affiliated insurer) | 15,822,394 | 15,825,688 | Core insurance coverage |
| Payments from Moroun-affiliated companies to PAMT (aggregate) | 8,120,949 | 11,788,905 | Freight, leases, reimbursements, insurance claims, vehicle sales |
- Policy: Related-person transactions require Audit Committee review/approval; Company states terms are at least as favorable as arm’s-length and in PAMT’s best interest .
Insider Trades and Compliance
| Person | Filing | Event | Note |
|---|---|---|---|
| Matthew T. Moroun (reporting) | Form 4 | Issuance of shares to Matthew J. Moroun as part of his annual director retainer | Not filed timely; one late Form 4 noted in 2024 compliance review |
- Insider trading/hedging policy: Directors/officers/employees should refrain from trading put/call options in PAMT securities to avoid hedging misalignment .
Say-on-Pay & Shareholder Feedback (Context)
| Item | Outcome |
|---|---|
| 2023 Say-on-Pay | >90% of shares represented approved; >99% of votes cast in favor |
| Frequency | Every three years; next Say-on-Pay in 2026 |
Governance Assessment
-
Strengths
- Audit Committee composed of independent directors; designated financial experts on Audit (Davis, McLarty) .
- Separation of Chairman and CEO roles; established Code of Ethics; explicit hedging restrictions .
- Director meeting attendance met threshold; Board held five meetings in 2024 .
-
Risks and Red Flags
- Controlled company with concentrated voting power (73.45%) under family trusts; voting agreement centralizes approval control—material governance risk for minority investors .
- Multiple related-party transactions with Moroun-affiliated companies—over $33.4M paid in 2024 and $29.4M in 2023; reliance on affiliated insurers, equipment, services, and real estate increases conflict exposure despite Audit Committee oversight .
- Compensation Committee composed of the Chairman (controlling shareholder) and the CEO; operates without a written charter; does not use independent compensation consultants—elevated risk of misalignment and insider participation in pay decisions .
- Nepotism/interlocks: Matthew J. Moroun is the son of the Chairman; family interlocks extend to ULH and trust governance; independence concerns compounded by his youth and limited disclosed operating track record .
- Compliance flag: one late Form 4 related to director share issuance reporting (minor but notable) .
-
Implications
- Board effectiveness for independent oversight may be constrained by family control and committee composition; investors should monitor the scale/terms of related-party transactions, Audit Committee rigor, and any shifts in director roles/committee assignments. Equity alignment for Matthew J. Moroun is modest (3,604 shares, 0%), while family control provides overriding influence; director compensation is standard and not performance-linked .