Clarence W. Gooden
About Clarence W. Gooden
Clarence W. Gooden, age 73, has served as an independent director of Universal Logistics Holdings, Inc. since 2018. He retired from CSX Corporation in May 2017 after 47 years, including serving as Vice Chairman and President from September 2015 to February 2017, bringing deep rail, logistics, and transportation expertise and a broad industry network to ULH’s board . He is independent under NASDAQ standards, and the board noted he has no relationships that would impair independent judgment .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CSX Corporation | Vice Chairman and President | Sep 2015–Feb 2017 | Senior leadership; rail and logistics industry experience |
| CSX Corporation | Various leadership positions | 47 years total | Deep operational and commercial expertise |
External Roles
| Organization | Role | Status/Years | Notes |
|---|---|---|---|
| Milestone Investment Holdings, LLC | Director | Current (as of 2025) | Private company board |
| National Association of Manufacturers | Director | Prior | Industry association |
| TTX Company | Director | Prior | Railcar pooling company |
| National Freight Transportation Association | Director | Prior | Industry association |
| Atlanta Fed Trade & Transportation Advisory Council | Member | Prior | Advisory role |
| Argo Consulting, LLC | Advisory Board Member | Disclosed in 2024 proxy | Operations improvement consulting |
Board Governance
- Independence: Independent director under NASDAQ listing standards .
- Committee memberships: None; not listed on Audit, Compensation, or Executive Committees .
- Board meetings and attendance: Board met 4 times in 2024; all incumbent directors attended at least 75% of Board and assigned committee meetings during their service period . Annual meeting attendance: All directors attended in 2024 except Daniel J. Deane; Gooden attended .
| Governance Item | Detail |
|---|---|
| Board independence (Gooden) | Independent |
| Committees | Audit: No; Compensation: No; Executive: No |
| Board meetings held (2024) | 4 |
| Attendance threshold met | ≥75% (incumbent directors) |
| Annual meeting attendance (2024) | Attended |
Shareholder support signal (2024 director election):
| Measure | Votes |
|---|---|
| For | 21,923,706 |
| Withheld | 3,775,908 |
| Broker non-votes | 283,296 |
Fixed Compensation
Annual director compensation is board-determined; non-employee directors receive a retainer and may elect up to $15,000 in stock (granted once annually; 2024 grant valued at the $45.22 closing price on May 6, 2024). Audit Chair receives +$15,000; Audit members +$5,000; ESG Board representative +$10,000. Chair of the Board receives $100,000. No committee roles for Gooden, so no committee fees apply to him .
| Component ($) | 2023 | 2024 |
|---|---|---|
| Annual cash retainer | 50,000 | 50,000 |
| Stock retainer (elected portion) | 0 | 0 |
| Committee fees (Audit/ESG) | 0 | 0 |
| Chair fees (not applicable) | 0 | 0 |
| Total | 50,000 | 50,000 |
| Stock grant reference | $25.42 grant valuation date May 8, 2023 (policy reference) | $45.22 grant valuation date May 6, 2024 (policy reference) |
Performance Compensation
- No performance-based director compensation (no PSUs, options, or incentive metrics disclosed for directors) .
Other Directorships & Interlocks
| Company | Public/Private | Relationship to ULH | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Milestone Investment Holdings, LLC | Private | None disclosed with ULH | No ULH-related transactions disclosed |
| TTX Company | Private | Industry (railcar pooling) | No ULH-related transactions disclosed |
| NAM; National Freight Transportation Association | Associations | None | Not transactional |
| Atlanta Fed Advisory Council | Advisory | None | Advisory capacity |
| Argo Consulting, LLC | Private (advisory) | None | No ULH-related transactions disclosed |
Expertise & Qualifications
- Domain expertise: Railroads, transportation/logistics, finance, energy, commodities; proven senior executive leadership from CSX .
- Board value-add: Strategic planning and execution perspectives for business planning in transportation/logistics .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Clarence W. Gooden | 0 | 0% |
| Total outstanding shares (Record Date) | 26,317,326 | — |
- Hedging/derivatives policy: Company prohibits hedging/monetization transactions without CFO preapproval; directors must preclear trades and 10b5-1 plans .
- No pledging disclosure for Gooden; no director ownership guidelines disclosed for directors (executive officer ownership guidelines are not in place) .
Governance Assessment
- Committee engagement: Gooden is independent but not seated on key committees (Audit, Compensation, Executive), which limits direct influence on oversight levers (financial reporting, pay decisions, and interim board actions) .
- Board structure risk: ULH is a NASDAQ “controlled company,” exempt from majority-independent board, independent compensation and nominating committees; Compensation Committee consists of Chair Matthew T. Moroun and CEO Tim Phillips, indicating limited independent oversight of executive pay, a governance weakness for investor confidence .
- Related-party exposure: Extensive transactions with Moroun-affiliated entities (services, leases, insurance, equipment purchases) approved by Audit Committee; not tied to Gooden but elevates overall conflict risk profile for ULH’s governance environment (e.g., $19.7M rent/related costs; $85.4M insurance premiums in 2024) .
- Legal framework signal: Board-sponsored conversion to a Nevada corporation would broaden director/officer exculpation and adjust governance protections and removal thresholds (e.g., 75% removal vote), potentially weakening shareholder recourse; a structural governance risk to monitor .
- Shareholder support: Gooden received 21.9M “For” votes in 2024 vs. 3.8M “Withheld,” indicating solid but not unanimous support; useful sentiment checkpoint .
- Director pay mix: Gooden elected all cash (no equity portion) in 2023–2024, resulting in lower ownership alignment versus directors who elect stock (directors may elect up to $15,000 in stock) .
RED FLAGS
- Controlled company exemptions and a non-independent Compensation Committee (includes the Chair and CEO), reducing independent oversight of pay and nominations .
- Extensive related-party transactions with controlling shareholder affiliates (leases, insurance, services), elevating conflict-of-interest risk environment, even if Audit Committee reviews for market terms .
- Nevada conversion proposal broadening exculpation and raising removal thresholds may weaken shareholder protections and accountability mechanisms .
- Low alignment: Gooden reported 0 shares and elected no stock portion of retainer, indicating minimal “skin in the game” .
Positives
- Independent director with strong sector expertise and prior C-suite experience, helpful for oversight of logistics/rail strategy .
- Board attendance thresholds met and annual meeting participation, indicating engagement .
- Strong say-on-pay approval in 2023 (97–98%), suggesting investor satisfaction with executive compensation framework despite structural committee concerns .