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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/13/24 Pam Transportation Services Inc. 10-K 12/31/23 97:7.9M RDG Filings/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.50M
2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 40K
3: EX-21.1 Subsidiaries List HTML 27K
4: EX-23.1 Consent of Expert or Counsel HTML 26K
8: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 38K
Awarded Compensation
5: EX-31.1 Certification -- §302 - SOA'02 HTML 31K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 32K
7: EX-32.1 Certification -- §906 - SOA'02 HTML 29K
14: R1 Document And Entity Information HTML 97K
15: R2 Consolidated Balance Sheets HTML 146K
16: R3 Consolidated Balance Sheets (Parentheticals) HTML 48K
17: R4 Consolidated Statements of Operations HTML 116K
18: R5 Consolidated Statements of Stockholders' Equity HTML 76K
19: R6 Consolidated Statements of Cash Flows HTML 126K
20: R7 Note 1 - Accounting Policies HTML 76K
21: R8 Note 2 - Revenue Recognition HTML 38K
22: R9 Note 3 - Trade Accounts Receivable HTML 54K
23: R10 Note 4 - Marketable Equity Securities HTML 61K
24: R11 Note 5 - Accrued Expenses and Other Liabilities HTML 46K
25: R12 Note 6 - Claims Liabilities HTML 32K
26: R13 Note 7 - Long-term Debt HTML 52K
27: R14 Note 8 - Noncash Investing and Financing HTML 30K
Activities
28: R15 Note 9 - Capital Stock HTML 39K
29: R16 Note 10 - Segment Information, Significant HTML 54K
Customers, Industry Concentration and Geographic
Areas
30: R17 Note 11 - Dividends HTML 30K
31: R18 Note 12 - Federal and State Income Taxes HTML 101K
32: R19 Note 13 - Stock-based Compensation HTML 53K
33: R20 Note 14 - Earnings Per Share HTML 51K
34: R21 Note 15 - Benefit Plan HTML 34K
35: R22 Note 16 - Commitments and Contingencies HTML 31K
36: R23 Note 17 - Leases HTML 76K
37: R24 Note 18 - Fair Value of Financial Instruments HTML 55K
38: R25 Note 19 - Related Party Transactions HTML 35K
39: R26 Note 20 - Acquisition of Assets from Metropolitan HTML 40K
Trucking, Inc.
40: R27 Insider Trading Arrangements HTML 36K
41: R28 Significant Accounting Policies (Policies) HTML 118K
42: R29 Note 1 - Accounting Policies (Tables) HTML 34K
43: R30 Note 3 - Trade Accounts Receivable (Tables) HTML 54K
44: R31 Note 4 - Marketable Equity Securities (Tables) HTML 57K
45: R32 Note 5 - Accrued Expenses and Other Liabilities HTML 45K
(Tables)
46: R33 Note 7 - Long-term Debt (Tables) HTML 51K
47: R34 Note 10 - Segment Information, Significant HTML 51K
Customers, Industry Concentration and Geographic
Areas (Tables)
48: R35 Note 12 - Federal and State Income Taxes (Tables) HTML 98K
49: R36 Note 13 - Stock-based Compensation (Tables) HTML 43K
50: R37 Note 14 - Earnings Per Share (Tables) HTML 50K
51: R38 Note 17 - Leases (Tables) HTML 71K
52: R39 Note 18 - Fair Value of Financial Instruments HTML 48K
(Tables)
53: R40 Note 20 - Acquisition of Assets from Metropolitan HTML 36K
Trucking, Inc. (Tables)
54: R41 Note 1 - Accounting Policies (Details Textual) HTML 42K
55: R42 Note 1 - Accounting Policies - Useful Lives of HTML 39K
Property and Equipment (Details)
56: R43 Note 3 - Trade Accounts Receivable - Accounts HTML 35K
Receivable Balances (Details)
57: R44 Note 3 - Trade Accounts Receivable - Changes in HTML 36K
Allowance for Doubtful Accounts (Details)
58: R45 Note 4 - Marketable Equity Securities (Details HTML 40K
Textual)
59: R46 Note 4 - Marketable Equity Securities - Securities HTML 32K
Classified As Available-for-sale (Details)
60: R47 Note 4 - Marketable Equity Securities - Unrealized HTML 31K
Gains and Losses on Marketable Equity Securities
(Details)
61: R48 Note 4 - Marketable Equity Securities - Realized HTML 31K
Gains on Marketable Equity Securities (Details)
62: R49 Note 5 - Accrued Expenses and Other Liabilities HTML 30K
(Details Textual)
63: R50 Note 5 - Accrued Expenses and Other Liabilities - HTML 50K
Accrued Expenses and Other Liabilities (Details)
64: R51 Note 6 - Claims Liabilities (Details Textual) HTML 38K
65: R52 Note 7 - Long-term Debt (Details Textual) HTML 57K
66: R53 Note 7 - Long-term Debt - Summary of Long-term HTML 43K
Debt (Details)
67: R54 Note 7 - Long-term Debt - Annual Maturities on HTML 46K
Long-term Debt Outstanding (Details)
68: R55 Note 8 - Noncash Investing and Financing HTML 28K
Activities (Details Textual)
69: R56 Note 9 - Capital Stock (Details Textual) HTML 54K
70: R57 Note 10 - Segment Information, Significant HTML 42K
Customers, Industry Concentration and Geographic
Areas (Details Textual)
71: R58 Note 10 - Segment Information, Significant HTML 46K
Customers, Industry Concentration, and Geographic
Areas - Revenue Dollars and Percentages by
Geographic Area (Details)
72: R59 Note 12 - Federal and State Income Taxes (Details HTML 29K
Textual)
73: R60 Note 12 - Federal and State Income Taxes - HTML 52K
Significant Components of Deferred Tax Liabilities
and Assets (Details)
74: R61 Note 12 - Federal and State Income Taxes - Income HTML 47K
Tax Rate Reconciliation (Details)
75: R62 Note 12 - Federal and State Income Taxes - HTML 50K
Components of Income Tax Expense (Benefit)
(Details)
76: R63 Note 13 - Stock-based Compensation (Details HTML 102K
Textual)
77: R64 Note 13 - Stock-based Compensation - Share based HTML 36K
Compensation (Details)
78: R65 Note 13 - Stock Based Compensation - Summary of HTML 48K
Nonvested Restricted Stock (Details)
79: R66 Note 14 - Earnings Per Share (Details Textual) HTML 29K
80: R67 Note 14 - Earnings Per Share - Computations of HTML 59K
Basic and Diluted Earnings Per Share (Details)
81: R68 Note 15 - Benefit Plan (Details Textual) HTML 35K
82: R69 Note 16 - Commitments and Contingencies (Details HTML 30K
Textual)
83: R70 Note 17 - Leases (Details Textual) HTML 69K
84: R71 Note 17 - Leases - Operating Lease (Details) HTML 58K
85: R72 Note 17 - Leases - Lease Cost (Details) HTML 32K
86: R73 Note 17 - Leases - Lease Revenue (Details) HTML 31K
87: R74 Note 17 - Leases - Lease Receivables (Details) HTML 38K
88: R75 Note 18 - Fair Value of Financial Instruments - HTML 30K
Securities Measured at Fair Value on a Recurring
Basis (Details)
89: R76 Note 18 - Fair Value of Financial Instruments - HTML 32K
Fair Value of Long-term Debt Other Than Lines of
Credit (Details)
90: R77 Note 19 - Related Party Transactions (Details HTML 50K
Textual)
91: R78 Note 20 - Acquisition of Assets from Metropolitan HTML 43K
Trucking, Inc. (Details Textual)
92: R79 Note 20 - Acquisition of Assets from Metropolitan HTML 43K
Trucking, Inc. - Assets Acquired and Liabilities
Assumed (Details)
94: XML IDEA XML File -- Filing Summary XML 180K
97: XML XBRL Instance -- ptsi20231231_10k_htm XML 1.57M
93: EXCEL IDEA Workbook of Financial Report Info XLSX 129K
10: EX-101.CAL XBRL Calculations -- ptsi-20231231_cal XML 183K
11: EX-101.DEF XBRL Definitions -- ptsi-20231231_def XML 1.41M
12: EX-101.LAB XBRL Labels -- ptsi-20231231_lab XML 1.14M
13: EX-101.PRE XBRL Presentations -- ptsi-20231231_pre XML 1.45M
9: EX-101.SCH XBRL Schema -- ptsi-20231231 XSD 212K
95: JSON XBRL Instance as JSON Data -- MetaLinks 497± 801K
96: ZIP XBRL Zipped Folder -- 0001437749-24-007638-xbrl Zip 384K
EXHIBIT 97.1
P.A.M. TRANSPORTATION SERVICES, INC.
CLAWBACK POLICY
Adopted October 26, 2023
|
I. |
PURPOSE |
In accordance with the applicable rules of the Nasdaq Stock Market ("NASDAQ”) Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10D-1 promulgated thereunder, the Board of Directors (the “Board”) of P.A.M. Transportation Services, Inc. (the “Company”) adopts this Clawback Policy (the “Policy”) to provide for the recovery of erroneously awarded incentive-based compensation from executive officers in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the securities laws.
|
II. |
ADMINISTRATION |
This Policy shall be administered by the Board or, if so designated by the Board, the independent directors of the Board, in which case references herein to the Board shall be deemed references to such independent directors. Any determinations made by the Board shall be final and binding on all Covered Executives (as defined below).
|
III. |
COVERED EXECUTIVES |
This Policy applies to all current and former officers of the Company who are or were subject to reporting requirements under Section 16 of the Exchange Act (collectively, “Covered Executives”). Covered Executives shall include, without limitation, all officers identified as executive officers in the Company’s annual proxy statement pursuant to Item 401(b) of Regulation S-K.
|
IV. |
RECOVERY; ACCOUNTING RESTATEMENT |
In the event the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance with any financial reporting requirement under the securities laws, the Board will recover reasonably promptly any excess Clawback-Eligible Incentive Compensation (defined below). For purposes of this Policy, “accounting restatement” includes any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.
|
V. |
CLAWBACK-ELIGIBLE INCENTIVE COMPENSATION |
For purposes of this Policy, “Incentive Compensation” means any compensation granted, earned, or vested based wholly or in part on the attainment of a financial reporting measure.
Financial reporting measures are measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures derived wholly or in part from such measures. For purposes of this Policy, stock price and total shareholder return are deemed financial reporting measures.
“Clawback-Eligible Incentive Compensation” means Incentive Compensation received by any Covered Executive: (i) on or after October 2, 2023; (ii) after beginning service as a Covered Executive; (iii) who served as an Covered Executive at any time during the applicable performance period relating to any Incentive Compensation; and (iv) during the three (3) completed fiscal years immediately preceding the date on which the Board, a committee of the Board or the officers of the Company authorized to take such action if the Board action is not required, concludes the Company is required to prepare an accounting restatement.
Incentive Compensation is deemed received in the fiscal period during which the specified financial reporting measure is attained, even if the payment, grant or vesting of the Incentive Compensation occurs after the end of that period.
|
VI. |
EXCESS INCENTIVE COMPENSATION; AMOUNTS SUBJECT TO RECOVERY |
The amount to be recovered with respect to each Covered Executive will be the amount of Clawback-Eligible Incentive Compensation that exceeds the amount of Incentive Compensation the Covered Executive otherwise would have received had it been determined based on the restated amounts, as determined by the Board and computed without regard to any taxes paid.
If the Board cannot determine the amount of excess Clawback-Eligible Incentive Compensation received by the Covered Executive directly from the information in the accounting restatement, the Board shall make its determination based on a reasonable estimate of the effect of the accounting restatement. The Board shall document its determination of such reasonable estimate and, if necessary, provide such documentation to NASDAQ in accordance with applicable requirements of the NASDAQ listing standards.
|
VII. |
METHOD OF RECOVERY |
The Board will determine, in its sole discretion, the method for recovering Clawback-Eligible Incentive Compensation hereunder, which may include, without limitation:
|
● |
Requiring reimbursement of cash Clawback-Eligible Incentive Compensation previously paid; |
|
● |
Seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer, or other disposition of any equity-based awards; |
|
● |
Offsetting the recovered amount from any compensation otherwise owed by the Company to the Covered Executive; |
|
● |
Cancelling outstanding vested or unvested equity awards; and/or |
|
● |
Taking any other remedial and recovery action permitted by law, as determined by the Board. |
|
VIII. |
NO INDEMNIFICATION |
The Company shall not indemnify any Covered Executive against the loss of any erroneously awarded Clawback-Eligible Incentive Compensation.
|
IX. |
INTERPRETATION |
The Board is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy. It is intended that this Policy be interpreted in a manner that is consistent with the requirements of Section 10D of the Exchange Act and any applicable rules or standards adopted by the Securities and Exchange Commission (“SEC”) or NASDAQ.
|
X. |
EFFECTIVE DATE |
This Policy shall be effective as of the date it is adopted by the Board (the “Effective Date”).
|
XI. |
AMENDMENT; TERMINATION |
The Board may amend this Policy from time to time in its discretion and shall amend this Policy as it deems necessary to comply with any rules or standards adopted by NASDAQ or by the SEC under Section 10D of the Exchange Act. The Board may terminate this Policy at any time.
|
XII. |
OTHER RECOVERY RIGHTS |
The Board intends that this Policy will be applied to the fullest extent of the law. The Board may require that any cash bonus plan or award, employment agreement, equity incentive plan or award agreement, or similar agreement adopted, made or entered into on or after the Effective Date shall, as a condition to the grant of any benefit thereunder, require a Covered Executive to agree to abide by the terms of this Policy.
Any right of recovery under this Policy is in addition to, and not in lieu of, any other remedies or rights of recovery that may be available to the Company pursuant to the terms of any similar policy or provision in any cash bonus plan or award, employment agreement, equity incentive plan or award agreement, or similar agreement and any other legal remedies available to the Company.
|
XIII. |
IMPRACTICABILITY |
The Board shall recover any excess Clawback-Eligible Incentive Compensation in accordance with this Policy unless such recovery would be impracticable, as determined by the independent directors of the Board in accordance with Rule 10D-1 under the Exchange Act and the applicable NASDAQ listing standards.
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/13/24 | None on these Dates | ||
| For Period end: | 12/31/23 | |||
| 10/26/23 | ||||
| 10/2/23 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/24/24 Pam Transportation Services Inc. SC TO-I 9:18M Pam Transportation Services Inc. Computershare C… Svcs/FA |