Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☑

Filed by a Party other than the Registrant ☐

Check the appropriate box: 

Payment of Filing Fee (Check the appropriate box):

P.A.M. TRANSPORTATION SERVICES, INC.

297West Henri De Tonti Boulevard

Tontitown, Arkansas 72770

(479) 361-9111

www.pamtransport.com

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on April 25, 2018May 5, 2021

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To our Stockholders:

The 20182021 annual meeting of stockholders of P.A.M. Transportation Services, Inc., a Delaware corporation (“PTSI” or the “Company”), will be held at 12225 Stephens Road, Warren, Michigan 48089,13601 Mercury Drive, Laredo, TX 78045, on April 25, 2018,May 5, 2021, at 11:11:00 a.m. local time. The meeting is being held for the purpose of considering and voting on the following proposals:

All stockholders of record as of the close of business on March 8, 2018,16, 2021, will be entitled to notice of and to vote at the meeting or any adjournment or postponement of the meeting.

By Order of the Board of Directors

Daniel H. Cushman

		By Order of the Board of Directors
		Joseph A. Vitiritto President and Chief Executive Officer

March 20, 201831, 2021

P.A.M. Transportation Services, Inc.

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Proxy Statement

For the Annual Meeting of Stockholders

To Be Held on April 25, 2018May 5, 2021

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Table of Contents

P.A.M. Transportation Services, Inc.

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Annual Meeting of Stockholders

April 25, 2018May 5, 2021

PROXY STATEMENT

This proxy statement and form of proxy are furnished in connection with the solicitation of proxies on behalf of the Board of Directors of P.A.M. Transportation Services, Inc. (“PTSI” or the “Company”) for use at our annual meeting of stockholders (the “Annual Meeting”) to be held at 12225 Stephens Road, Warren, Michigan 48089,13601 Mercury Drive, Laredo, TX 78045, on April 25, 2018,May 5, 2021, at 11:00 a.m. local time, and at any or all adjournments or postponements of the meeting. The telephone number for our principal executive office is (479) 361-9111. This proxy statement and form of proxy are being mailed to stockholders on or about March 20, 2018.31, 2021.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDERS’ MEETING TO BE HELD ON APRIL 25, 2018MAY 5, 2021

Our combined Proxy Statement and 20172020 Annual Report to Stockholders, which includes our Annual Report on Form 10-K, are available at www.edocumentview.com/PTSI.

INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

What is the purpose of the Annual Meeting?

At the Annual Meeting, stockholders will act upon the matters outlined in the accompanying notice of the Annual Meeting, including the election of directors and ratification of the appointment of our independent public accounting firm, and consideration of such other business as may properly come before the Annual Meeting.

Who is entitled to vote?

Only stockholders of record at the close of business on the record date, March 8, 201816, 2021 (the “Record Date”), are entitled to receive notice of the Annual Meeting and to vote their shares at the meeting. Holders of our common stock are entitled to one vote per share.

What is the difference between a “stockholder“stockholder of record”record” and a “street name”“street name” holder?

These terms describe how your shares are held. If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are a “stockholder of record.” If your shares are held in the name of a broker, bank, trust or other nominee as a custodian, you are a “street name” holder.

Who can attend the Annual Meeting?

All stockholders as of the Record Date, or their duly appointed proxies, may attend the Annual Meeting. The Company is currently monitoring the ongoing developments with the COVID-19 virus. Attendees to the meeting may be subject to health screening procedures consistent with practices advised by governmental authorities or otherwise then in effect for visitors entering the building, and seating may be limited to comply with applicable CDC and governmental guidelines. Therefore, the Company asks that any stockholder who plans to attend the meeting please notify the Company at least 24 hours in advance of the meeting by contacting our Secretary, Allen W. West, at (479) 361-9111.Stockholders who are “street name” holders will also need to bring a copy of a brokerage statement reflecting their ownership as of the Record Date in order to attend the meeting.Attendees may also be required to wear face coverings and adhere to social distancing guidelines while in the building.

What is a proxy?

A proxy is your legal designation of another person, the “proxy,” to vote on your behalf. By completing and returning the enclosed proxy card, you are giving the persons appointed as proxies by our Board of Directors (the “Board”) the authority to vote your shares as indicated on the proxy card.

What constitutes a quorum?

The presence at the meeting, in person or by proxy, of the holders of a majority of the shares of our common stock outstanding and entitled to vote on the record dateRecord Date will constitute a quorum, permitting business to be conducted at the meeting. As of the Record Date, 6,175,8895,724,939 shares of our common stock were outstanding and entitled to vote. Proxies that are received and marked as withholding authority, abstentions, and broker non-votes (where a bank, broker or nominee does not exercise discretionary authority to vote on a matter) will be included in the calculation of the number of shares considered to be represented at the meeting.

How do I vote?

You may vote by mail or follow the alternative voting procedures described on the accompanying proxy card. If you complete, sign and return the proxy card, it will be voted as you direct. If no choice is specified on a signed proxy card, the persons named as proxies will vote in accordance with the recommendations of the Board, as set out below.

If you hold shares in “street name” through a broker or other nominee, your broker or nominee may not be permitted to exercise voting discretion with respect to some of the matters to be acted upon. Under current stock exchange rules, brokers who do not have instructions from their customers may not use their discretion in voting their customers’ shares on certain specific matters that are not considered to be “routine” matters, including the election of directors, executive compensation and other significant matters. The proposal in this Proxy Statementproxy statement to elect directors is not considered to be a routine matter. Therefore, without your specific instructions, your shares will not be voted on this matter and will not be counted in determining the number of shares necessary for approval. Shares represented by such “broker non-votes,” however, will be counted in determining whether there is a quorum. You should follow the directions provided by your nominee regarding instructions on how to vote your shares.

The ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm is considered a routine matter, and therefore, if beneficial owners fail to give voting instructions, brokers, banks and other nominees will have the discretionary authority to vote shares of our common stock with respect to this proposal.

If, as of the Record Date, you are a stockholder of record and you attend the meeting, you may vote in person at the meeting.

The authorized capital stock of PTSI consists of 40,000,000 shares of common stock, par value $0.01 per share and 10,000,000 shares of preferred stock, par value $0.01 per share. As of the close of business on March 8, 2018,16, 2021, there were 6,175,8895,724,939 shares of common stock eligible to vote.

What Is A Broker Non-Vote?is a broker non-vote?

Generally, a “broker non-vote” occurs when a broker, bank or other nominee that holds shares in “street name” for a customer is precluded from exercising voting discretion on a particular proposal because:

Under NASDAQ rules, a nominee does not have discretionary voting power with respect to the approval of “nonroutine” matters absent specific voting instructions from the beneficial owners of such shares.

What are the Board’s’s recommendations?

Unless you give other instructions on your proxy card, the persons named as proxy holders on the proxy card will vote in accordance with the recommendations of the Board. The Board’sBoard’s recommendations are set forth together with each proposal in this proxy statement. In summary, the Board recommends a vote:

What vote is required to approve each proposal?

Are there other matters to be voted on at the Annual Meeting?

As of the date of this proxy statement, our Board of Directors does not know of any other matters that may come before the meeting, other than the Proposals described in this proxy statement. Should any other matter requiring a vote of the stockholders arise and be properly presented at the Annual Meeting, the proxy included with this proxy statement confers upon the persons named in the proxy and designated to vote the shares, discretionary authority to vote or otherwise act with respect to any such matter in accordance with their best judgment.

Can I revoke or change my proxy after I return my proxy card?

Yes. Any proxy may be revoked by a stockholder at any time before it is exercised at the Annual Meeting by delivering to our Secretary a written notice of revocation or a duly executed proxy bearing a later date, or by voting in person at the meeting.

Who pays for this proxy solicitation?

All costs of soliciting proxies will be paid by the Company. Our directors, officers, and other employees may, without compensation other than their regular compensation, solicit proxies by further mailings or personal conversation, or by telephone, facsimile or electronic means. We may reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding soliciting material to the beneficial owners of our common stock.

How many Directors are there?

Our Amended and Restated By-Laws (the “Bylaws”) provide that the number of directors shall not be less than three nor more than fifteen members, with the precise number to be fixed by resolution of the stockholders or the Board of Directors. Currently, we have eightnine directors. The Board of Directors has recommended eightnine nominees for election at the Annual Meeting.

How long do Directors serve?

Our Bylaws provide that each Director shall hold office until the Annual Meeting of stockholders held next after his election and until his successor has been duly elected and has qualified, or until his earlier resignation, removal from office, or death. The stockholders of the Company elect successors for Directors whose terms have expired at the Annual Meeting. The Board elects members to fill new membership positions and vacancies in unexpired terms on the Board.

Do the stockholders elect the executive officers?

No. Executive Officers are elected by the Board and hold office until their successors are elected and qualified or until the earlier of their death, retirement, resignation or removal.

Our Board of Directors encourages stockholders to attend the Annual Meeting. Whether or not you plan to attend the Annual Meeting, you are urged to promptly submit your proxy.

[The remainder of this page intentionally left blank.]

PROPOSAL ONE

ELECTION OF DIRECTORS

Our Board of Directors currently consists of eightnine directors. Members of our Board are elected annually to serve until the next annual meeting of stockholders or until their successors are elected and qualified. Our Board has nominated for re-election alleach of the nine current directors.members of our Board. The biography of each of the nominees below contains information regarding the person’s service as director, business experience, director positions held currently or at any time during the last five years, and the experiences, qualifications, attributes or skills that caused the Board to determine that the person should serve as a director.

Michael D. Bishop, age 53, has been a director and a member of the Audit Committee since 2019. Mr. Bishop is Co-President of the Association of Independent Workers, an association dedicated to advancing the freedom an interests of America’s independent workers. Mr. Bishop served as a member of the United States Congress from 2014 to 2018. During his tenure in Congress, Mr. Bishop was appointed to and served on the House Ways and Means Committee, the Judiciary Committee and the Higher Education Committee. Preceding his service in the United States Congress, Mr. Bishop was the Chief Legal Officer and General Counsel of International Bancard Company, a nation-wide financial services technology company. Prior to his role at International Bancard, Mr. Bishop was a Senior Attorney with Clark Hill PLC, an international law firm, where he concentrated in the areas of Public Policy and Business Law. Before joining Clark Hill PLC, Mr. Bishop was elected to and served in the Michigan State legislature from 1998 to 2010. During his tenure in the Michigan State legislature, Mr. Bishop was chosen to serve as the Senate Majority Leader and also served on various committees including chairing the Senate Banking and Financial Institutions Committee and the Constitutional Law and Ethics Committee. Mr. Bishop is a licensed real estate broker and an attorney licensed to practice law in the state of Michigan, the District of Columbia, and before the U.S. Supreme Court. He also serves as an Adjunct Professor of Law at the Thomas M. Cooley Law School. His thorough understanding of legal matters, public policy, financial analytics, and budgeting qualify him for service on the Board of PTSI.

Frederick P. Calderone, age 67,70, has been a director since 1998. Mr. Calderone recently retired in 2016 after over 20 years of service as a Vice President of CenTra, Inc. (“CenTra”). CenTra is a transportationdiversified holding company headquartered in Warren, Michigan, that is owned by the Moroun family. During his career at CenTra, Mr. Calderone was widely recognized for his expertise in corporate, partnership and individual income tax matters; estate planning; tax planning for multinational businesses; mergers, acquisitions and commercial transactions; tax controversies and litigation; and corporate accounting. Prior to joining CenTra, Mr. Calderone was a partner with Deloitte, Haskins, & Sells, Certified Public Accountants (nowa predecessor to Deloitte LLP).LLP. Mr. Calderone is a certified public accountant, attorney and an attorney. Histax specialist with a long history of advising and providing executive oversight to transportation companies. Mr. Calderone has served as a director of Universal Logistics Holdings, Inc. (NASDAQ: ULH) since 2009. With his thorough understanding of financial reporting, generally accepted accounting principles, financial analytics, taxation and budgeting, qualify him for service onMr. Calderone brings to the Board a unique combination of PTSI.expertise in accounting, strategic planning and finance.

Daniel H. Cushman, age 63, has served as President and Chief Executive Officer since July 2009. Prior to his employment with the Company, Mr. Cushman served as Vice President

W. Scott Davis, age 55,58, is Director of Partner Relations of Circumference Group, LLC, an investment management partnership, where he is responsible for business development and client relations. Prior to that, he served as Vice Chairman and Chief Financial Officer of Clearview International, LLC, a data center business headquartered in Dallas, Texas, until the company was sold in April 2016. He had been an investor in Clearview since June 2009. Mr. Davis was a Partner and Senior Managing Director of Rock Financial Partners, LLC from April 2009 to December 2013. From August 2006 to April 2009, he served as the President and sole owner of WS Davis, Inc., the company through which he performed his consulting work. From 1987 to 2006, Mr. Davis worked for Stephens Inc., an investment banking firm, including serving as an Executive Vice President of Stephens Inc. from 2002 to 2006. Mr. Davis has served as a director of PTSI since August 2007. He has extensive experience in the investment banking industry. He currently serves as Chairman of our Audit Committee. His extensive experience in financial statement analysis and review qualifies him to serve on the Board and as a memberChairman of the Audit Committee of PTSI.

Norman E. Harned,Edwin J. Lukas, age 77, retired53, is the founder of Vistula PLC, a business law firm located in Saint Clair Shores, Michigan. He is also a Strategic Partner with Aquila Equity Partners, a private investment firm located in Bloomfield Hills, Michigan. From 2016 to March 2020, Mr. Lukas served in an executive-level capacity with CenTra, Inc., a diversified holding company owned by our Chairman, Matthew T. Moroun, including as its Executive Vice President Treasurer and Secretary of CenTra, Inc. in 2007, after 35 years of service to CenTra and its predecessor companies.General Counsel. Prior to joining CenTra, Mr. HarnedLukas was a senior on the audit and tax staff of Haskins & Sells, Certified Public Accountants (later Deloitte, Haskins & Sells and now Deloitte LLP).partner at Bodman PLC in Detroit, Michigan. Mr. HarnedLukas is a certified public accountant.graduate of the University of Pennsylvania and the University of Detroit School of Law, where he served as Editor-in-Chief of the University of Detroit Law Review. He has served on the board of directors of Durarock Reinsurance, Ltd., a reinsurance company, since 1985. Mr. Harned becameas a director of PTSI in March 2014. He currently serves on the Audit Committee. Hissince 2018. Mr. Lukas brings to our Board extensive experience as an executive in the transportation industryrepresenting both public and his experienceprivate companies in corporate law, mergers and certification as a professional accountant qualify him to serve on theacquisitions, and capital markets transactions. His expertise in organizations, processes, strategies, and risk management supports our goal of strong Board and as a membermanagement accountability, transparency, and protection of the Audit Committee of PTSIstakeholder interests.

Franklin H. McLarty, age 43,46, is the Chairman and CEO of McLarty Diversified Holdings. He is also the Executive Chairman and Director of MDH Acquisition Corp. (NYSE: MDH.U). Mr. McLarty is the co-founder of McLarty Capital Partners, a private markets investment manager founded in June 2012; CapRocq, a real estate investment firm founded in September 2012 with significant experience as an owner-operator of high-quality office, mixed-use properties and co-chairman ofautomotive retail properties located in secondary and tertiary markets across the Southeast, Southcentral and Midwest regions otherwise known as the Heartland; and Southern United Auto Group, (“SUAG”). Prior to establishing SUAG,a growing automotive retail platform founded in June 2016 focused on the southeastern U.S. In addition, he served as President and Chief Executive Officer of RML Automotive (formerly RLJ McLarty Landers Automotive Holdings) (“RML”), one of the nation’s largest automotive retailers, from 2010 to 2016, and was a founding executive of RML.RML Automotive, where he served a tenure as CEO. Earlier in his career, Mr. McLarty is also Senior Vice President and a board member of the McLarty Companies, a fourth-generation family transportation business. Prior to joining RML’s predecessor firm, McLarty-Landers LLC,worked in 2005, Mr. McLarty served as Vice President ofhotel-related private equity with McKibbon Hotel Group from 2003 to 2005 and previously as a managing directorThe Seaway Group. Mr. McLarty has served on numerous advisory boards and boards of Miami, Florida, based hotel company,directors including Tire Group International, Palo Verde Holdings, The McLarty Companies and The Seaway Group. He currentlyalso serves ason the board of, and was lead investor in, XTR, a director of Tire Group International, LLC, a Miami-based international wholesale tire distributor, andpremium documentary production company in Los Angeles. Mr. McLarty also sits on the Vital Voices Solidarity Council. In 2007, he was appointed by then Governor Mike Beebe to the Arkansas Economic Development Commission. Mr. McLarty has served as a director and member of the investment committee of Palo Verde Holdings, a Bermuda-based reinsurance company. Mr. McLarty became a directorAudit Committee of PTSI in Maysince 2014. He currently serves on the Audit Committee. Mr. McLarty’s extensive financial and transportation-related experience as an executive in the automotive industry and his insight into the Company’s customer base qualify him to serve on the Board of PTSI.

H. Pete Montaño, age 61, retired in 2018 as Vice President of Sales of Contract Freighters, Inc. (“CFI”), a trucking and logistics company which formerly operated as a division of Con-way, Inc. and XPO Logistics, Inc. As Vice President of Sales and Revenue Management for CFI, he oversaw sales in the United States, Canada and Mexico and was responsible for the strategic sales planning, account growth and training for all sales in the United States, Mexico and Canada as well as the pricing and bid departments. Mr. Montaño served over 28 years in various capacities with CFI, starting as Director of Sales for Mexico. Mr. Montaño brings significant industry experience and cross-border expertise to our board. Prior to his time at CFI, Mr. Montaño worked for Roadway Express, where he was in charge of sales for regions of the United States and Mexico. He currently serves as an advisory director of The Hawthorne Group, parent company of Melton Truck Lines, Inc., a private flatbed and step-deck carrier serving the United States, Canada, and Mexico. Mr. Montaño has served as a director and a member of the Audit Committee of PTSI since 2019. He is a dual citizen of the United States and Mexico and brings extensive sales and operational experience to the board and particular knowledge and insight relating to the Company’s Mexico operations. Mr. Montaño’s comprehensive cross-border and transportation-related experience qualify him to serve on the Board of PTSI.

ManuelMatthew J. Moroun, age 90,20, is a principal shareholdermember of CenTra, Inc., a holding company based in Warren, Michigan and has served as Chief Executive Officerthe Board of CenTra since 1970.Directors of Detroit International Bridge Company. Mr. Moroun is currently pursuing a principal shareholderBachelor of Business Administration in other family owned businesses engaged in providing logistics and transportation services.Finance from the Mendoza College of Business at the University of Notre Dame. Mr. Moroun has served as a director of PTSI since 2002. Mr. Moroun2020. He has also has served as a director of Universal Logistics Holdings, Inc. (NASDAQ: ULH) since 2004. Manuel2020. Matthew J. Moroun is the fatherson of Matthew T. Moroun. With over 50 years experience in starting and managing transportation businesses,We believe Mr. Moroun brings the perspective and insight of a successful transportation entrepreneur to the Board’s role in evaluating the Company’s business planning and performance. These experiences qualify him for service onoffers the Board a unique perspective on PTSI’s strategic challenges and opportunities, and advances the long-term interests of PTSI.our shareholders.

Matthew T. Moroun, age 44,47, is Chairman of our Board of Directors. During the sole shareholder,past five years, Mr. Moroun's business experience has included serving as Chairman and President and a director of DIBC Holdings, Inc., a holding company for Detroit International Bridge Company and its subsidiaries, based in Warren, Michigan. He is also a principal shareholder of CenTra, Inc., a diversified holding company based in Warren, Michigan. Mr. MorounDuring that period, he has also served as Vice Chairman and as a directorPresident of CenTra since 1993.DIBC Holdings, Inc., whose subsidiaries own and operate the Ambassador Bridge in Detroit, Michigan and Windsor, Ontario. Mr. Moroun is also the principal shareholder and has served as Chairman of Oakland Financial Corporation, an insurance and real estate holding company based in Sterling Heights, Michigan, and its subsidiaries, since 1996. Mr. Morounsubsidiaries. He is a principal shareholder in other family owned businesses engaged in, providing logisticsamong other things, transportation services and transportation services.real estate acquisition, development and management. Mr. Moroun has served as a director of PTSI since 1992 and as Chairman of the Board since 2007. He is currently Chairman of our Executive Committee and Chairman of our Compensation and Stock Option Committee and served as our interim President and Chief Executive Officer from May 2020 to August 2020. Mr. Moroun has served as a director and as Chairman of the Board of Universal Logistics Holdings, Inc. (NASDAQ: ULH) since 2004. Matthew T. Moroun is the sonfather of ManuelMatthew J. Moroun. Mr. Moroun’s extensive leadership experience with businesses providing transportation and logistics services brings invaluable perspective and insight to the Board’s role of evaluating the Company’s business planning and performance. This experience and insight qualify him for service as Chairman of the Board of PTSI.

Joseph A. Vitiritto, age 50, has served as President and Chief Executive Officer since August 2020. Prior to his employment with the Company, Mr. Vitiritto served as Senior Vice President of Pricing and Network Design for Knight-Swift Transportation Holdings, Inc. (“Knight-Swift”) since May 2019. Prior to assuming that role, Mr. Vitiritto served in various managerial capacities for Knight-Swift and its predecessor, Knight Transportation, Inc., beginning in 2003, including most recently as Senior Vice President of Operations – Swift Transition Team and Senior Vice President of Human Resources. These experiences and his knowledge of the day-to-day operations and management of the Company qualify him to serve on the Board of PTSI.

Unless otherwise instructed, the persons named as proxies intend to vote all proxies received for the election of the eightnine director nominees. All of the nominees have indicated their willingness to serve on the Board of Directors. If any nominee should become unwilling or unavailable to serve, our Board may select a substitute nominee, and in that event the proxies intend to vote all proxies for the person selected. If a substitute nominee is not selected, the proxies intend to vote for the election of the remaining nominees. Our Board has no reason to believe that any of the nominees will become unavailable to serve.

Your Board of Directors Recommends that Stockholders Vote

FOR

Each of the Nominees Named Above

CORPORATE GOVERNANCE

Director Independence

NASDAQ listing standards generally require that a majority of our Board of Directors be independent. Recently, our Board of Directors reviewed the independence of directors and determined that four of our directors, Messrs. Davis, Harned, McLarty and Sullivan, meet the standards for independence required by applicable NASDAQ listing standards. In making this determination, our Board has concluded that none of the independent directors has a relationship that, in the opinion of our Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Because more than 50% of the voting power of our company is controlled by Mr. Matthew T. Moroun and a trust of which Mr. Matthew T. Moroun is a co-trustee, we have elected to be treated as a “controlled company” in accordance with Rule 5615(c) of the NASDAQ Listing Rules. Accordingly, we are not subject to the NASDAQ rules that would otherwise require us to have (i) a majority of independent directors on the board; (ii) a compensation committee composed solely of independent directors; and (iii) a nominating committee composed solely of independent directors.

Recently, our Board of Directors reviewed the independence of director nominees and determined that four of our director nominees, Messrs. Bishop, Davis, McLarty and Montaño, meet the standards for independence required by applicable NASDAQ listing standards. In making this determination, our Board has concluded that none of the independent directors has a relationship that, in the opinion of our Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Board Structure and Role in Risk Oversight

Our Board of Directors has chosen to separate the positions of Chairman and Chief Executive Officer (“CEO”). Mr. Matthew T. Moroun is the Chairman of the Board and Mr. Daniel H. CushmanJoseph A. Vitiritto is the President and CEO. This separation of Chairman and CEO allows for greater oversight of PTSI by the Board. The Board is actively involved in oversight of risks that could affect PTSI. This oversight is conducted primarily through the Audit Committee, as disclosed in the committee description below and in its charter, and by the full Board, which has retained responsibility for general oversight of risks. The Board satisfies this responsibility through full reports by our committee chairs regarding each committee’scommittee’s considerations and actions, as well as through regular reports directly from officers responsible for oversight of particular risks within PTSI.

Board Meetings

During 2017,2020, our Board of Directors held fivefour meetings. All directors except Mr. Manuel J. Moroun, attended at least 75% of the meetings of our Board, including committees on which they then served, during the period that they served.

Board Committees

Our Board of Directors has, and appoints members to, three standing committees: the Audit Committee, the Compensation and Stock Option Committee (the “Compensation Committee”), and the Executive Committee. The membership of these committees, as of March 15, 2018,16, 2021, is as follows:

* Committee chairman

Audit Committee. We have a separately designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The Audit Committee has four members. Each of the members of the Audit Committee is an independent director as independence for audit committee members is defined in the NASDAQ listing standards and the rules of the SEC. The Audit Committee has a charter that has been approved by our Board of Directors and is available on our website, at www.pamtransport.com under the caption of “Investors.”

The Audit Committee met fourfive times in 2017.2020. The Audit Committee assists our Board of Directors in overseeing our accounting and financial reporting process, internal controls and audit functions, and is directly responsible for the appointment, retention and compensation of our registered public accounting firm. Our Board of Directors has determined that Messrs. Davis Harned and McLarty who are members of the Audit Committee, are each qualified as an audit committee financial expert, as that term is defined in the rules of the Securities and Exchange Commission (“SEC”). More information about the Audit Committee is included below under the heading “Audit Committee Report.”

Compensation Committee. Following the retirement of two of our independent directors effective as of our Annual Meeting in 2013, our Board of Directors elected to appoint our Chairman of the Board and our CEO as the two members of our Compensation Committee based on our status as a “controlled company” under the NASDAQ Listing Rules. The Compensation Committee met one time in 2017.2020. The Compensation Committee assists our Board of Directors in carrying out its responsibilities relating to compensation and benefits for our executive officers. The Compensation Committee’s responsibilities and authority include:

The full Board evaluates the performance of our CEO and determines the CEO’sCEO’s salary, bonus and other compensation. The Board also determines the compensation of our directors and administers our equity-based compensation plans with respect to awards to our named executive officers and our directors.

If a member of a committee of our Board of Directors is absent from a meeting, the Bylaws give Board committees authority to unanimously appoint another member of our Board of Directors to act at the meeting in place of the absent committee member. While the Compensation Committee could use this authority, it has no plans to do so. The Compensation Committee has the authority to retain compensation consultants but does not currently use compensation consultants. The Compensation Committee operates without a written charter.

Executive Committee. The Executive Committee exercises the authority of our Board of Directors in accordance with the Bylaws between regular meetings of our Board. The Executive Committee did not meetmet twice during 2017.2020.

Director Nominating Process. Our Board does not have a nominating committee that nominates candidates for election to our Board. That function is performed by our Board of Directors. Each member of our Board participates in the consideration of director nominees. Our Board of Directors believes that it can adequately fulfill the functions of a nominating committee without having to appoint an additional committee to perform that function. Our Board of Directors believes that not having a separate nominating committee saves the administrative expense that would be incurred in maintaining such a committee, and saves time for directors who would serve on a nominating committee if it were established. As there is no nominating committee, we do not have a nominating committee charter.

At least a majority of our independent directors participate in the consideration of director nominees. These directors are independent, as independence for nominating committee members is defined in the NASDAQ listing standards. However, so long as the Company continues to be a controlled company (within the meaning of NASDAQ Rule 5615(c)), the Board of Directors may be guided by the recommendations of the Company’sCompany’s majority stockholder in its nominating process. After discussion and evaluation of potential nominees, the full Board of Directors selects the director nominees.

Our Board will consider as potential nominees persons recommended by stockholders. Recommendations should be submitted to our Board of Directors in care of our Secretary, Allen W. West, at Post Office Box 188, Tontitown, Arkansas 72770. Each recommendation should include a personal biography of the suggested nominee, a description of the background or experience that qualifies the person for consideration, and a statement that the person has agreed to serve if nominated and elected.

Our Board has used an informal process to identify potential candidates for nomination as directors. Candidates for nomination have been recommended by an executive officer or director, and considered by our Board of Directors. Generally, candidates have been known to one or more of our Board members. Our Board of Directors has not adopted specific minimum qualifications that it believes must be met by a person it recommends for nomination as a director. The Board has determined that the Board as a whole must have the right diversity, mix of characteristics and skills for the optimal functioning of the Board in its oversight of the Company. In evaluating candidates for nomination, our Board of Directors will consider the factors it believes to be appropriate, which would generally include the candidate’scandidate’s independence, personal and professional integrity, business judgment, relevant experience and skills, including those related to transportation services, and potential to be an effective director in conjunction with the rest of our Board in collectively serving the long-term interests of our stockholders. Although our Board has the authority to retain a search firm to assist it in identifying director candidates, there has to date been no need to employ a search firm. Our Board of Directors does not evaluate potential nominees for director differently based on whether they are recommended to our Board by a stockholder.

Communications with Directors and Attendance at the Annual Meetings

Stockholders may communicate directly with our Board of Directors as a group by writing to our Board of Directors, care of the Secretary of PTSI, Post Office Box 188, Tontitown, Arkansas 72770. Our Secretary will review all of the correspondence and regularly forward to our Board of Directors a summary of the correspondence, and copies of all of the correspondence that, in his opinion, deals with the functions of our Board of Directors or any of its committees or that our Secretary otherwise determines requires the attention of our Board of Directors. Directors may at any time review a log of all of the correspondence that is addressed to our Board, and request copies of any and all of the correspondence.

Our Board of Directors has a policy of encouraging our directors to attend the annual meetings of the stockholders. In 2017,2020, all but one of our then-current directors who was excused for good reason, attended the Annual Meeting. As a safety precaution due to the COVID-19 pandemic, our non-employee Board members attended the 2020 Annual Meeting by teleconference.

Code of Ethics

We have adopted a written code of ethics that applies to all our directors, officers and employees, including our CEO and our chief financial and accounting officer. We have posted a copy of our Code of Ethics on our website at www.pamtransport.com under the caption “Investors”.“Investors.” In addition, we intend to post on our website all disclosures that are required by law or NASDAQ listing standards concerning any amendments to, or waivers from, any provision of the code.

Compensation Committee Interlocks and Insider Participation

In 2017,2020, Messrs. Matthew T. Moroun, and Daniel H. Cushman and Joseph A. Vitiritto served as members of the Compensation Committee for the full year as allowed under NASDAQ Rule 5615(c) based on the Company’sCompany’s status as a controlled company. Mr. Cushman, is currentlyour former President and CEO, served on the committee until he retired as a director effective April 29, 2020. Mr. Vitiritto served on the committee following his appointment as our current President and CEO and as a director of PTSI.PTSI in August 2020. Mr. Moroun is Chairman of the Board of Directors and our largest stockholder. Information regarding certain transactions between PTSI and entities controlled by Mr. Moroun is provided in the section entitled “Transactions With Related Persons” on page 2831 of this proxy statement. None of our executive officers serves or served as a director or member of the compensation committee of another entity in a case where an executive officer of such other entity serves or served as a director or member of our Compensation Committee.

Derivative Trading and Hedging

We have a policy that all Company directors, officers and other employees who possess material nonpublic information regarding the Company should refrain from trading in put and call options on the Company’s securities. We believe these types of hedging instruments create an enticement for abusive trading and can give the unwelcome appearance of betting against the Company.

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AUDIT COMMITTEE REPORT

Each current member of the Audit Committee is independent, as independence for audit committee members is defined in the NASDAQ listing standards and the rules of the SEC.

The Audit Committee’sCommittee’s primary purpose is to assist the Board of Directors in overseeing:

In carrying out its responsibilities, the Audit Committee supervises the relationship between us and our independent auditor, including having direct responsibility for the auditor’sauditor’s appointment, compensation and retention, reviewing the scope of its audit services, and approving audit and permissible non-audit services. The Audit Committee reviews and discusses the annual and quarterly financial statements, and reviews the activities of our internal audit function.

Management is responsible for the preparation, presentation and integrity of our financial statements and for the appropriateness of the accounting principles and reporting policies that are used. Management is also responsible for testing the system of internal controls and reporting to the Audit Committee on any significant deficiencies or material weaknesses that are found.

The Audit Committee discussed with PTSI’sPTSI’s independent registered public accounting firm, Grant Thornton LLP (“Grant Thornton”), who is responsible for expressing an opinion on the conformity of our audited financial statements with generally accepted accounting principles, its judgments as to the quality and the acceptability of our financial reporting and such other matters as are required to be discussed with the Audit Committee under standards of the Public Company Accounting Oversight Board (“PCAOB”), including the matters required to be discussed pursuant to Auditing Standard 1301 (Communications with Audit Committees). The Audit Committee and Grant Thornton also reviewed management’s assessment included in management’s report on internal control over financial reporting and Grant Thornton’s opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2017.2020.

The Audit Committee has discussed with Grant Thornton that firm’sthe firm’s independence from management and us, and has received from Grant Thornton the written disclosures and letter required by PCAOB Rule 3526 (Communication with Audit Committees Concerning Independence). The Audit Committee has considered the compatibility of the provision of non-audit services with maintaining Grant Thornton’s independence.

In fulfilling its oversight responsibilities, the Audit Committee has reviewed and discussed the audited financial statements in the Annual Report on Form 10-K for the year ended December 31, 2017,2020, with both management and our independent registered public accounting firm. The Audit Committee’s review included a discussion of the quality and integrity of the accounting principles, the reasonableness of significant estimates and judgments, and the clarity of disclosures in the financial statements.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Annual Report on Form 10-K for the year ended December 31, 2017,2020, for filing with the SEC.

Audit Committee Members

W. Scott Davis, Chairman

Norman E. Harned

Franklin H. McLarty

Daniel C. SullivanH. Pete Montaño

Michael D. Bishop

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis included in this proxy statement with management. Based on the review and discussion, the committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement for filing with the SEC.

Compensation Committee Members

Matthew T. Moroun,, Chairman

Daniel H. Cushman

Joseph A. Vitiritto

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Overview

Our primary goal for the compensation of our executive officers is to create long-term value for our stockholders. Our compensation program is intended to attract, motivate, reward and retain the management talent required to achieve our corporate objectives and create long-term value for our stockholders, while at the same time making efficient use of our resources. The compensation of our executive officers is designed to reward financial and operating performance, to align their interests with those of our stockholders, and to encourage them to remain with us.

Executive Officers of PTSI

Our executive officers are Daniel H. CushmanJoseph A. Vitiritto and Allen W. West.

___________________________

Daniel H. CushmanJoseph A. Vitiritto. Mr. Cushman,Vitiritto, age 63,50, has served as President and CEOChief Executive Officer since July 2009.August 2020. Prior to his employment with the Company, Mr. CushmanVitiritto served as Senior Vice President of SalesPricing and MarketingNetwork Design for CRST International,Knight-Swift Transportation Holdings, Inc. (“Knight-Swift”) since May 2019. Prior to assuming that role, Mr. Vitiritto served in Cedar Rapids, Iowa (“CRST”) from July 2008 to July 2009,various managerial capacities for Knight-Swift and its predecessor, Knight Transportation, Inc., beginning in 2003, including most recently as Senior Vice President of Operations – Swift Transition Team and General Manager of Dedicated Services for CRST from March 2008 to July 2008. From January 2007 to March 2008, Mr. Cushman was Senior Executive Vice President and Chief Marketing Officer for Werner Enterprises in Omaha, Nebraska. From January 2002 to December 2006, he served as Executive Vice President Chief Marketing and Operations Officer for Werner Enterprises.of Human Resources.

Allen W. West. Mr. West, age 50,53, has served as Vice President of Finance, Chief Financial Officer, Secretary and Treasurer since June 2013. Mr. West served as Vice President of Tax and Financial Reporting of PTSI from 2007 to June 2013 and as Director of Tax from 1997 to 2007. Prior to joining PTSI, Mr. West served in various finance-related capacities within the trucking industry and within public accounting. He is a Certified Public Accountant and a Chartered Global Management Accountant.

2020 CEO Transition

On April 27, 2020, Daniel H. Cushman announced his retirement as our President and Chief Executive effective May 1, 2020. In addition, Mr. Cushman retired as a director of the Company as of our Annual Meeting of Stockholders on April 29, 2020. Mr. Cushman remained in an advisory role with the Company until July 31, 2020.

On April 29, 2020, our Board of Directors appointed our Chairman of the Board, Matthew T. Moroun, to serve as interim President and Chief Executive Officer of the Company effective May 1, 2020 until a permanent CEO was selected. Mr. Moroun continued to serve as Chairman of the Board during this period and did not receive any additional compensation for his service as interim CEO.

On August 4, 2020, the Board of Directors appointed Joseph A. Vitiritto to succeed Mr. Cushman and Mr. Moroun as our new President and Chief Executive Officer beginning August 18, 2020. Mr. Moroun continues to serves as Chairman of the Board of the Company.

This Compensation Discussion and Analysis and the executive compensation tables and related narrative discussion that follow reflect the compensation received by Messrs. Cushman and Viritto during the period in which they served as our President and CEO. Mr. Moroun’s compensation as our Chairman of the Board is included in the Summary Compensation Table on page 20 of this proxy statement.

Elements of Compensation

We have three key elements of compensation: annual base salary, cash incentive compensation, and long-term equity incentives. Annual base salary is intended to attract and retain talented executives, and reward them for annual achievement. Cash incentive compensation is intended to motivate our executive officers to achieve specified financial results or superior performance. Long-term equity incentives are intended to align the interests of our executive officers with those of our stockholders by linking compensation to stock price appreciation. In addition, when the criteria for vesting of equity awards includes achieving specified financial results, the equity awards also serve the purpose of motivating our executive officers to achieve those results.

Determining Compensation

Historically, the compensation of our executive officers has been based primarily on the judgment of the Compensation Committee of ourThe Board of Directors. Following the retirement of two of our former independent directors effective at our Annual Meeting on May 23, 2013, the Board of Directors has appointed our Chairman, Mr. Matthew T. Moroun, and our CEO, Mr. Daniel Cushman,Joseph A. Vitiritto, to the Compensation Committee in accordance with the exemption from the compensation committee independence requirements for controlled companies under NASDAQ Rule 5615(c). Currently, the Compensation Committee determines the compensation for our officers and key employees other than the CEO, while the Board of Directors makes all decisions regarding the CEO’sCEO’s compensation and approves the equity awards to the named executive officers.

In determining compensation for our executive officers, the Compensation Committee and the Board consider competitive market compensation paid by other companies, including truckload dry van carriers and other trucking companies, but do not attempt to maintain a specified target percentile within a peer group or otherwise rely on compensation paid by other companies to determine our executive compensation. The Compensation Committee and the Board review and evaluate many factors, including:

The Board members generally do not adhere to rigid formulas or react to short-term changes in business performance in determining the amount and mix of compensation elements but strive to achieve an appropriate mix between annual base salary, cash incentive compensation and long-term equity incentives to meet our objectives.

The Board members receive regular updates on our business results from management and review the quarterly financial statements and projections to assess whether executive compensation continues to be properly balanced with and supportive of our business objectives. The Board members may also review information, such as reported revenue, profit levels, market capitalization and disclosed governance practices, regarding comparably–comparably–sized companies in our industry to assess our comparative performance and organizational structure. The Board members use management updates and peer information as tools to evaluate the connection between executive compensation and our performance as a business. This information is reviewed in a subjective manner. There is no implied direct or formulaic linkage between peer information and our compensation decisions. The Board members take the view that a close connection between compensation and performance objectives encourages our executive officers to make decisions that will result in significant positive short-term and long-term returns for our business and our stockholders without providing an incentive either to take unnecessary risks or to avoid opportunities to achieve long-term benefits even though they may reduce short-term benefits for the executive officers, the business or our stockholders.

Based on this information, the Board members regularly evaluate both the short-term and long-term performance compensation for the executive officers to ensure alignment with our business objectives. The committee also works closely with management regarding long-term equity incentives, which emphasize stockholder returns while providing enhanced retention value for key executives.

Annual Cash Compensation

Base Salary. Each of our named executive officers receives an annual base salary to compensate himas compensation for services performed during the year. The base salary for each named executive is established based on the scope of his responsibilities, his level of experience and expertise, and his abilitiesthe ability to lead and direct the Company and achieve various financial and operational objectives. Our general compensation philosophy is to pay executive base salaries that are competitive with the salaries of executives in similar positions, with similar responsibilities, at comparable companies. We have not benchmarked our named executive officer base salaries against the base salaries at any particular company or group of companies. The initial base salarysalaries of our CEO wasand our Chief Financial Officer (“CFO”) were established in accordance with histheir respective employment agreement. Base salariesagreements and are reviewed and adjusted by the Compensation Committee or the Board, as applicable, on an annual basis after taking into account individual responsibilities, performance and expectations. The base salaries paid to our named executive officers are set forth below in the “Summary Compensation Table” and the accompanying narrative disclosure.

Cash Incentive Compensation. The Compensation Committee’s and the Board’s practice is to award an annual cash bonus to each of the named executive officers as part of his annual compensation. Bonuses are intended to provide executives with an opportunity to receive additional cash compensation, and are based on individual performance and the Company’s performance. The Committee and the Board believe this practice provides an incentive for strong financial and operating performance and aligns the interests of management with the interests of our stockholders. Bonuses may be awarded on a discretionary basis or according to pre-determined performance metrics, goals and payout formulas.

For 2020, our current President and CEO, Mr. Vitiritto, was awarded a $328,500 hiring bonus in accordance with the terms of his employment agreement with the Company dated August 4, 2020. This bonus was paid in January 2021. Under the terms of his employment agreement, Mr. Vitiritto is eligible to earn an annual bonus incentive award for 2021 in an amount up to 100% of his then current base salary, with the actual bonus amount to be awarded based on the satisfaction of predetermined performance criteria to be established at later date. He will also be eligible for future annual cash bonuses as determined by the Board. The terms of the agreement provide that payment of any bonus for fiscal year 2021 and thereafter will be made in five annual installments of 20% each beginning in the year following the year in which the bonus is earned, subject to his continued employment or retirement after reaching age 65.

On March 4, 2021, our Board approved an annual cash and equity incentive plan for our named executive officers and certain other key employees providing for cash bonuses and equity incentive awards to be determined based on the attainment of certain consolidated operating income performance targets for the year ended December 31, 2021. The overall incentive payments will vary from zero to 150% of base salary for Mr. Vitiritto and from zero to 90% of base salary for our CFO, Mr. West, depending on the actual level of consolidated operating income achieved. The executive’s overall incentive award earned, if any, will be paid 60% as a cash bonus and 40% in restricted shares of our common stock.

Under the terms of the 2021 incentive plan, the cash bonus and restricted share amounts increase incrementally based on the Company’s actual 2021 consolidated operating income level achieved, assuming a minimum operating income level is attained. If the Company’s 2021 operating income exceeds the minimum threshold, Mr. Vitiritto will receive a cash bonus representing 30%, 45%, 60%, 75% or 90% of his base salary, and Mr. West will receive a cash bonus representing 18%, 30%, 39%, 48% or 54% of his base salary, based on the actual operating income level achieved. At the target operating income performance level, Mr. Vitiritto and Mr. West will receive cash bonuses equal to 60% and 39%, respectively, of the executive’s base salary. The 2021 operating income performance target levels reflect a range of performance that the Board believes is attainable but uncertain, with the upper end of the range reflecting a significant achievement.

Notwithstanding the terms of Mr. Vitiritto’s employment agreement, the Board designated that the cash bonus amount earned for 2021, if any, under this incentive plan will be paid immediately following certification of the Company’s achievement of consolidated operating income exceeding the minimum performance level. For purposes of this incentive plan, the applicable base salary will be the named executive officer’s base salary in effect as of December 31, 2021. Consolidated operating income will be modified to exclude the impact of any cash bonus or stock compensation expense.

During December 2017,2020, 2019, and 2018, we awarded discretionary cash bonuses to Mr. Cushman in the amount of $240,000 and toour CFO, Mr. West, in the amountamounts of $128,000. The terms of Mr. Cushman’s bonus provided that 50% of the bonus was paid immediately, while the remaining 50% will be paid in equal installments of 12.5% of the bonus amount awarded during each of the next four succeeding years.$207,000, $177,000, and 201,000, respectively. The terms of Mr. West’s bonusbonuses provided that 50.0% of the bonus was paid immediately, while the remaining 50.0% of the bonus will be paid in equal installments of 12.5% of the bonus amount awarded during each of the next four succeeding years, subject to his continued employment with the Company.

In addition, in May 2017, Mr. West wasDuring 2019 and 2018, we awarded a discretionary cash bonusbonuses to our former President and CEO, Daniel H. Cushman, in the amountamounts of $122,013.$544,000 and $618,000, respectively. The terms of Mr. West’s bonusCushman’s bonuses provided that 50% of the bonus was paid immediately, while the remaining 50% of the bonus willwould be paid in equal installments of 12.5% of the bonus amount awarded during each of the next four succeeding years, subject toyears. All of Mr. Cushman’s earned but unpaid bonus amounts were paid following his continued employment withretirement from the Company.

In August 2016, the Board approved a short-term cash incentive plan for 2016 for the Company’s named executive officers and certain other employees providing for cash bonus awards to be determined based on the achievement of certain revenue growth and operating ratio performance targets as of DecemberCompany effective July 31, 2016. The amount of the bonus could vary from zero to 100% of base salary for Mr. Cushman, our CEO, and from zero to 60% of base salary for Mr. West, our Chief Financial Officer (“CFO”). Under the plan, if the Company’s revenue growth during 2016 exceeded 8%, as compared to 2015 revenue achieved, and the operating ratio for 2016 was less than 95%, Mr. Cushman would receive a bonus ranging from 40% to 80% of his base salary and Mr. West would receive a bonus ranging from zero to 40% of his base salary, with the applicable base salary being the executive’s base salary in effect at December 31, 2016. If the Company’s revenue growth during 2016 exceeded 11%, as compared to 2015 revenue achieved, and the operating ratio for 2016 was less than 95%, Mr. Cushman would receive a bonus ranging from 60% to 100% of his base salary and Mr. West would receive a bonus ranging from zero to 60% of his base salary, with the applicable base salary being the executive’s base salary in effect at December 31, 2016. The maximum bonus would be earned if revenue growth exceeded 11% for 2016 at an operating ratio for 2016 of less than 91%. For purposes of the plan, operating ratio equals the Company’s operating expenses for 2016, divided by the Company’s operating revenues for 2016, as each is determined2021, in accordance with U.S. generally accepted accounting principles, except that both operating revenues and operating expenses are reduced by the amountterms of fuel surcharge revenue and each exclude operating revenues and operating expenses associated with the Brokerage and Logistics division. For purposes of the bonus determination, the Company’s revenue growth achieved for 2016 was 8.7% and the operating ratio for 2016 was 94.2%, resulting inhis employment agreement. Mr. Cushman did not receive a cash bonus to Mr. Cushman of $200,013. Under the terms of the plan, 50% of the bonus amount was paid in 2017 and the remaining 50% of the bonus amount is being paid in equal installments of 12.5% of the bonus amount awarded during each of the next four succeeding years.for 2020.

In August 2015, the Board approved a short-term cash incentive plan for 2015 for the Company’s named executive officers and certain other employees providing for cash bonus awards to be determined based on the achievement of certain revenue growth and operating ratio performance targets as of December 31, 2015. The amount of the bonus could vary from zero to 100% of base salary for Mr. Cushman and from zero to 60% of base salary for Mr. West. Under the plan, if the Company’s revenue growth during 2015 exceeded 5%, as compared to 2014 revenue achieved, and the operating ratio for 2015 was less than 92%, Mr. Cushman would receive a bonus ranging from 60% to 90% of his base salary and Mr. West would receive a bonus ranging from 20% to 50% of his base salary, with the applicable base salary being the executive’s base salary in effect at December 31, 2015. If the Company’s revenue growth during 2015 exceeded 8.5%, as compared to 2014 revenue achieved, and the operating ratio for 2015 was less than 93%, Mr. Cushman would receive a bonus ranging from 60% to 100% of his base salary and Mr. West would receive a bonus ranging from 20% to 60% of his base salary, with the applicable base salary being the executive’s base salary in effect at December 31, 2015. The maximum bonus would be earned if revenue growth exceeded 8.5% for 2015 at an operating ratio for 2015 of less than 89%. For purposes of the plan, operating ratio equals the Company’s operating expenses for 2015, divided by the Company’s operating revenues for 2015, as each is determined in accordance with U.S. generally accepted accounting principles, except that both operating revenues and operating expenses are reduced by the amount of fuel surcharge revenue and each exclude operating revenues and operating expenses associated with the Brokerage and Logistics division. The determination of revenue growth included an adjustment to 2014 base revenues to account for significant changes to a certain customer’s fuel surcharge program which had the effect of moving base revenues to the excluded fuel surcharge category during 2015. For purposes of the bonus determination, the Company’s revenue growth achieved for 2015 was 8.6% and the operating ratio for 2015 was 88.4%, resulting in cash bonuses to Messrs. Cushman and West of $500,032 and $171,007, respectively, representing the maximum bonus amount for which each executive was eligible. Under the terms of the plan, 50% of the bonus amount was paid in 2016 and the remaining 50% of the bonus amount is being paid in equal installments of 12.5% of the bonus amount awarded during each of the next four succeeding years.

Other Compensation

Long-Term Equity Incentives. Long-term equity incentives are awarded to our named executive officers as part of our overall compensation package, and have historically been provided through stock optionspackage. These awards are granted under our 2006Amended and Restated Stock Option and Incentive Plan (the “2006 Plan”“Plan”), which was adopted by the Board of Directors in March 20062014 and approved by our stockholders in May 2006.2014. The 2006 Plan provided for the issuanceauthorizes grants to our employees, directors, and consultants of awards of stock options, for up to 750,000 shares of our common stock, subject to adjustments, to our officers, directors, key employees and consultants. In March 2014, our Board of Directors adopted and in May 2014, our stockholders approved an Amended and Restated Stock Option and Incentive Plan (the “2014 Plan”), which also authorizes grants of additional types of awards, including restricted stock, restricted stock units, stock appreciation rights, phantom stock units, and unrestricted common stock. TheA total of 750,000 shares which remained available under the 2006 Plan were carried overof our common stock, subject to the 2014 Plan andadjustments, are reserved for the issuance of stock awards under the 2014 Plan.

The Compensation Committee and the Board believe that long-term equity incentives, such as stock options and restricted stock, are consistent with the Company’s philosophy and represent an additional vehicle for aligning management’s interests with the interests of our stockholders. The Compensation Committee and the Board currently believe that restricted shares are more effective than stock options in achieving the Company’s compensation objectives, as these grants are subject to less market volatility and are less dilutive to stockholders.

When determining the amount of long-term incentive grants to be awarded to our named executive officers, the Board members consider, among other factors, the business performance of the Company, the responsibilities and performance of the executive, and the performance of our stock price. The Board typically grants long-term equity incentives to our named executive officers on a discretionary basis or in connection with an executive’s hiring or promotion. For 2021, the Board has adopted a new cash and equity incentive plan under which our named executive officers will be eligible to receive cash bonuses and restricted shares representing a percentage of the executive’s base salary based on the attainment of consolidated operating income performance targets for the year ended December 31, 2021, assuming a minimum operating income level is attained. The Board believes this new plan provides an enhanced long-term incentive for our executive officers, is consistent with a pay-for-performance approach and similar to incentive programs utilized by certain Company peers, and further aligns our management’s interests with those of our stockholders.

On April 26, 2017,Under the Companyterms of the 2021 plan, if the Company’s 2021 operating income exceeds the minimum threshold, Mr. Vitiritto will receive restricted shares representing 20%, 30%, 40%, 50% or 60% of his base salary, and Mr. West will receive restricted shares representing 12%, 20%, 26%, 32% or 36% of his base salary, based on the actual operating income level achieved. At the target operating income performance level, Mr. Vitiritto and Mr. West will receive restricted shares representing 40% and 26%, respectively, of the executive’s base salary. The restricted shares earned, if any, will vest in equal annual installments over the four-year period following completion of the 2021 performance year, subject to the employee’s continued service with the Company. Additional information regarding this plan is described above under “Annual Cash Compensation – Cash Incentive Compensation.”

For 2020, the Board granted 100,00040,000 restricted shares of our common stock to Mr. Cushman.Vitiritto on August 18, 2020 in connection with his appointment as our President and CEO. These restricted shares vest in threein installments of 5,000 shares each in 2022, 2023, 2024 and 2027 and 10,000 shares each in 2025 and 2026. In addition, on August 4, 2020, the Board granted 3,333 restricted shares of our common stock to our CFO, Mr. West. These restricted shares vest in their entirety on the fourth anniversary of the grant date.

On January 3, 2020, the Board also granted restricted shares of our common stock to our then CEO, Mr. Cushman, and Mr. West in the amounts of 2,000 shares and 2,500 shares, respectively. The terms of these awards provide that the restricted shares vest in their entirety on the fourth anniversary of the grant date. However, the shares granted to Mr. Cushman were forfeited upon his retirement from the Company on July 31, 2020.

The Board previously granted 12,000 restricted shares of our common stock to Mr. Cushman and 6,000 restricted shares of our common stock to Mr. West on December 19, 2018. These restricted shares vest in four equal annual installments beginning on the first anniversary of the grant date.

On March 10, 2016, Mr. Cushman forfeited the Company granted 5,000 restrictedunvested portion of these shares of our common stock to Mr. Cushman. These restricted shares vest in four equal annual installments, the first of which vested immediately and the remainder of which will vest on the anniversary of the grant dateupon his retirement in each of the next three years.2020.

We did not grant any restricted shares of our common stock to our executive officers in 2015. In addition, we2019 and did not grant any stock options to our executive officers in 2017, 2016,2020, 2019, or 2015. 2018.

Retirement and Health Benefits. We sponsor a retirement savings plan for all of our eligible employees, including our executive officers. The plan qualifies under section 401(k) of the Internal Revenue Code, as amended. This plan allows eligible employees to make tax deductible contributions to the plan. We make employer matching contributions to the plan for each eligible employee. The matching contributions are 50% of each participating employee’s voluntary contribution up to 3% of the participant’s compensation. These matching contributions vest at the rate of 20% each year until fully vested after five years.

We offer health, vision and dental insurance to our executive officers.

Perquisites. We allow each ofPrior to 2021, we allowed our executive officers to use a company owned automobile. With the exception of this former perquisite, our policy is to provide minimal, if any, perquisites to our executive officers. This helps set an example for all employees that personal expenses are not payable from company funds and helps to control expenses.

Post-Employment Compensation. We do not provide a defined benefit pension plan or post-retirement health insurance coverage for our executive officers or any of our other employees. We do not offer deferred compensation plans, and do not have agreements that provide compensation to our executive officers based upon the occurrence of a change in control of PTSI. However, Mr. Cushmanour executive officers would be entitled to receive certain compensation if we terminate his employment based on a determination that such termination would be in our best interest. See “Potential Payments Upon Termination or Change In Control – Payments Upon Termination Based on Our Best Interest” for more information regarding such payments.

Tax Deductibility of Compensation

Section 162(m) of the Internal Revenue Code, as amended, imposes a $1 million limit on the amount that a public company may deduct for compensation paid to the company’s chief executive officer, chief financial officer or certain of the company’s other most highly compensated executive officers. Historically, there has beenwas an exception to this $1 million limitation for compensation that meets the requirements under Section 162(m) for “qualifying performance-based” compensation (compensation paid only if the individual’s or the company’s performance meets pre-established objective goals based on performance criteria approved by the stockholders), and compensation paid to the chief financial officer has beenwas excluded from the $1 million limit. Effective January 1, 2018, under the recently enacted Tax Cuts and Jobs Act eliminated the exception for performance-based compensation, has been eliminated, and the chief financial officer’s compensation is no longer excluded. The amendments to Section 162(m) include a grandfather clause applicable to compensation paid pursuant to a written binding contract in effect on November 2, 2017 that is not materially modified after such date. We periodically review the potential consequences of Section 162(m) but do not have a specific policy to structure the compensation for our executive officers so that it will not be subject to the deduction limitations of Section 162(m). None of the compensation paid to our executive officers for 2017 was structured to be “qualifying performance-based” compensation. For 2017, we were not precluded by Section 162(m) from deducting any compensation that we paid to our executive officers.

Share Ownership Guidelines

We do not have stock ownership requirements for our executive officers. However, each of our executive officers owns shares of our common stock as well as options to acquire shares of our common stock.

Role of Executive Officers in the Compensation Process

The elements of executive compensation are discussed at meetings of the Compensation Committee and the Board, with significant input from our Chairman of the Board and our CEO. Annual base salary is generally determined annually but may be determined for a multi-year period at the time that employment agreements are negotiated with our executive officers, if applicable. Cash incentive compensation and other bonuses and forms of stock-based compensation are discussed from time to time, but there is no set schedule for making determinations regarding these types of compensation. The committee and the Board retain considerable flexibility in deciding when to address these matters. In making its compensation decisions, the Board members will usually seek input from the executive officers. However, the Board makes the final decisions on compensation of our CEO and on equity awards to our executive officers, and the committee makes the final decisions on other compensation to our executive officers. The committee is authorized to utilize compensation consultants. Neither the committee nor the Board utilized a compensation consultant regarding 20172020 executive compensation.

Stockholder Approval of the Company’s’s Compensation Programs

At our 20172020 Annual Meeting of Stockholders, we held our thirdfourth advisory vote on executive compensation, commonly referred to as “say on pay.” Our stockholders overwhelmingly approved the “say on pay” resolution presented with more than 98%91% of the shares represented in person or by proxy at the meeting and more than 99% of votes cast voting to approve our executive compensation. The Compensation Committee and the Board reviewed these voting results and, given the strong level of support, did not make any changes to our executive compensation program or principles in response to the vote. At our 2017 Annual Meeting of Stockholders, over 83% of the shares voted (excludes abstentions and broker non-votes) were in favor of our recommendation to hold the “say on pay” vote every three years. As such, the next stockholder vote on “say on pay” is scheduled for 2020. The next stockholder vote on the frequency of future “say on pay” votes is scheduled for 2023.

Summary Compensation Table

The following table provides information regarding the compensation earned by the Company’s named executive officers for the three years ended December 31, 2017.2020.