Matthew T. Moroun
About Matthew T. Moroun
Chairman of PAMT’s Board since 2007 and director since 1992; age 51. He is Chairman and President of a diversified holding company in Warren, MI and Chairman of an insurance and real estate holding company in Sterling Heights, MI, with extensive ownership and control of family businesses in transportation and real estate. He chairs PAMT’s Executive Committee and Compensation & Stock Option Committee, and served as interim CEO from May–August 2020. He has been Chairman of the Board of Universal Logistics Holdings, Inc. (NASDAQ: ULH) since 2004 and is PAMT’s controlling shareholder through family trusts .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PAMT | Chairman of the Board; Director | Chairman since 2007; Director since 1992 | Chairs Executive Committee and Compensation & Stock Option Committee; interim CEO May–Aug 2020 |
| Diversified holding company (Warren, MI) | Chairman & President | Not disclosed | Oversees portfolio in transportation/real estate; strategic oversight |
| Insurance & real estate holding company (Sterling Heights, MI) | Chairman | Not disclosed | Insurance and real estate oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Universal Logistics Holdings, Inc. (NASDAQ: ULH) | Chairman of the Board; Director | Since 2004 | Board leadership and strategic oversight |
Board Governance
- Independence and control: PAMT is a NASDAQ “controlled company” with >50% voting power held by Matthew T. Moroun and Moroun family trusts for which he is trustee and has investment authority; he is not independent. Only Bishop, Davis, McLarty and Montaño are deemed independent directors .
- Committees: Moroun chairs the Compensation & Stock Option Committee and the Executive Committee; he is not on the Audit Committee .
- Compensation Committee structure: As a controlled company, the Compensation Committee comprises the Chairman (Moroun) and the CEO (Vitiritto); it operates without a written charter and does not currently use compensation consultants .
- Board oversight and meetings: The Chair and CEO roles are separated (Moroun as Chair; Vitiritto as CEO). The Board held five meetings in 2024; all directors attended ≥75% of Board and committee meetings. Eight of nine directors attended the 2024 annual meeting .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Chairman retainer | $100,000 | Non-officer Chair retainer |
| Compensation Committee chair retainer | $5,000 | Annual chair fee |
| Audit Committee fees | $0 | Not a member |
| Stock awards elected (2024) | $0 | Directors could elect up to $15,000 in stock; Moroun did not |
| Total 2024 Director Compensation | $105,000 | Fees earned or paid in cash |
Performance Compensation
Executive pay design overseen by Moroun’s Compensation Committee; used performance-based plan in 2022, then discretionary bonuses in 2023–2024, and time-based RSUs in 2025.
| Metric/Program | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|
| Operating income performance plan (PEO) | Threshold $105m; Target $125m; Max $135m; cash bonus scaled at 75/90/105% base; restricted shares at 25/50/60/70% base; company achieved $127.5m (excl. comp), triggering target-level awards | Not used; discretionary bonuses awarded due to freight recession and strike impacts | Not used; discretionary bonuses awarded due to industry-wide freight recession | RSUs granted Jan 27: 32,500 (PEO), 20,000 (CFO), vesting at 4 years (time-based) |
| PEO cash bonus outcome | $549,198 under plan; plus discretionary “kicker” $140,625 (paid Feb 2023) | $150,000 discretionary; 50% paid Feb 2024; 25% payable in each of next two years subject to continued employment | $150,000 discretionary; 50% paid Feb 2025; 25% payable annually for two years subject to continued employment | N/A |
| CFO cash bonus outcome | N/A | $80,000 discretionary; same installment structure | $90,000 discretionary; same installment structure | N/A |
| Equity grants from 2022 performance | PEO: 12,938 restricted shares; CFO: 2,420 restricted shares; 4 equal annual vesting starting Feb 2024 | Granted Feb 2023 per 2022 plan | None granted | RSUs as above (time-based) |
Additional pay governance provisions:
- No change-of-control severance for executives; termination benefits based on best-interest determinations (e.g., PEO 60 weeks base and COBRA; CFO up to extended base salary with non-compete extensions) .
- Clawback-like recovery: For Feb 2022 and subsequent awards, Company can recover 60% of value realized if non-compete/non-solicit covenants are violated .
- Say-on-pay: In 2023, >90% of shares represented and >99% of votes cast approved executive compensation; next vote scheduled for 2026 .
Other Directorships & Interlocks
| Company | Role | Tenure | Interlock/Notes |
|---|---|---|---|
| Universal Logistics Holdings, Inc. (NASDAQ: ULH) | Chairman of the Board; Director | Since 2004 | PAMT directors Frederick P. Calderone (ULH director since 2009) and Matthew J. Moroun (ULH director since 2020) also serve on ULH’s board, creating interlocks . |
Expertise & Qualifications
- Strategic leadership across transportation, automotive, real estate development, infrastructure, and government relations; provides operational, financial, capital markets, and strategic expertise to PAMT’s Board .
- Deep understanding of industry trends and best practices; perspective enhances Board oversight of strategy and execution .
Equity Ownership
| Item | Value |
|---|---|
| Shares beneficially owned | 16,005,500 (includes 3,604 shares held by son; 5,268,000 held by Moroun Grantor Trust; 10,427,848 held by 2020 Lindsay S. Moroun Trust; 306,048 held by 2020 AAM Trust) |
| Percent of class | 73.45% (based on 21,790,658 shares outstanding) |
| Role over trusts | Trustee with investment authority over trust shares; voting power coordinated via agreement with special trustee on certain trusts |
| Hedging policy | Company policy discourages directors/officers/employees with MNPI from trading put/call options in PAMT securities |
| Section 16 compliance | One late Form 4 filing in 2024 noted for issuance of shares to son as part of annual director retainer |
Related-Party Transactions (Conflict Exposure)
| Category | 2024 Amount (USD) | 2023 Amount (USD) |
|---|---|---|
| Payments received from Moroun-affiliated companies (insurance claims, freight, leases, Mexico ops reimbursements, rent/upkeep, used vehicles) | $11,788,905 | $8,120,949 |
| Payments made to Moroun-affiliated companies (trailing equipment purchases; parts/maintenance; real estate leases; bulk fuel; management/payroll software; independent contractor insurance premiums; commercial auto, GL, workers’ comp premiums) | $33,424,726 total, including: $3,477,583 (trailing equipment); $9,555,046 (parts/maintenance); $1,349,261 (real estate leases); $98,131 (bulk fuel); $706,690 (management/payroll/software); $2,412,326 (IC insurance premiums); $15,825,688 (commercial auto/GL/workers’ comp) | $29,448,284 total, including: $1,137,583 (trailing equipment); $8,063,600 (parts/maintenance); $1,540,102 (real estate leases); $26,232 (bulk fuel); $865,858 (management/payroll/software); $1,992,515 (IC insurance premiums); $15,822,394 (commercial auto/GL/workers’ comp) |
| Governance process | Audit Committee reviews/approves related-party transactions for fairness vs. arm’s length or Company’s best interest |
Governance Assessment
-
Strengths
- Chair/CEO separation supports oversight; Board and Audit Committee meet regularly; Audit Committee composed solely of independent directors and designated financial experts (Davis and McLarty) .
- Clear disclosure of related-party transactions with Audit Committee review; transparency on controlled company status and committee structures .
- High say-on-pay support (>90% of shares represented and >99% of votes cast), signaling investor alignment on executive pay practices in 2023 .
-
Concerns and RED FLAGS
- Controlled company with 73.45% voting power held by Moroun and family trusts; Board not required to have majority independent directors; Compensation Committee comprises Chairman and CEO (non-independent), operates without charter, and does not use independent consultants. This concentration and committee composition pose conflict risks in executive/director pay and nominations .
- Extensive recurring related-party transactions (>$33.4m paid in 2024; $11.8m received) across insurance, equipment, parts, leases and services with Moroun-affiliated entities—significant counterparty exposure to controlling shareholder networks, requiring vigilant oversight and pricing scrutiny .
- Discretionary bonuses in 2023–2024 without pre-set performance metrics—reduces pay-for-performance rigor versus the 2022 operating income plan; increases reliance on subjective judgments of a non-independent Compensation Committee chair .
- Minor Section 16 compliance lapse (late Form 4) noted for Moroun in 2024; while limited, any reporting delays by a controlling shareholder merit attention .
Implications: Investor confidence hinges on robust Audit Committee oversight of related-party dealings, enhanced independence in pay-setting, and reinstatement of objective performance metrics. The controlled company structure amplifies governance risk; maintaining transparent processes, independent review, and arm’s-length terms is critical .