Daniel J. Deane
About Daniel J. Deane
Age 69; independent director of Universal Logistics Holdings, Inc. since 2009 (16 years of service). President of Nicholson Terminal & Dock Company since 1990; also president of Shamrock Chartering Company. Member of the Society of Naval Architects and Marine Engineers since 1985 and the International Stevedoring Council. Serves on ULH’s Audit Committee and is designated an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Southern Wayne County Regional Chamber | Board member | Not disclosed | Regional business/community leadership |
| Port of Detroit Operators Association | Past President | Not disclosed | Industry coordination and port operations leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Nicholson Terminal & Dock Company | President | Since 1990 | Marine terminal operations leadership |
| Shamrock Chartering Company | President | Not disclosed | Chartering and marine logistics |
| Society of Naval Architects and Marine Engineers | Member | Since 1985 | Professional engineering society |
| International Stevedoring Council | Member | Not disclosed | Industry body for cargo handling |
Board Governance
- Committee assignments: Audit Committee member; Audit Committee met 8 times in 2024. Audit Committee comprised entirely of independent directors (Belanger, Deane, Urban; Urban is Chair). Board held 4 meetings in 2024.
- Independence: Board determined Deane meets NASDAQ independence standards; ULH operates as a “controlled company,” exempt from certain independence requirements for compensation and nominating committees.
- Attendance: All directors attended at least 75% of Board and committee meetings; at the 2024 annual meeting, all directors attended except Deane, who was excused for good reason.
- Years on board: Director since 2009.
- Lead independent director: Not disclosed.
Fixed Compensation
| Component | 2024 Amount (USD) | Detail |
|---|---|---|
| Annual cash retainer | 50,000 | Standard non‑employee director retainer |
| Audit Committee member retainer | 5,000 | Member (non‑chair) |
| Equity retainer elected | 0 | Directors may elect up to $15,000 in stock; Deane showed no stock portion in 2024 |
| Total director compensation | 55,000 | Sum of cash and committee retainer |
Compensation program mechanics (directors): Board‑set retainers; Chair retainer $100,000; Audit Chair +$15,000; ESG Board representative +$10,000; optional stock election up to $15,000; no meeting fees; expenses reimbursed.
Performance Compensation
| Performance Metric Linkage to Director Pay | 2024 Status |
|---|---|
| Performance‑based cash bonus | None disclosed for directors; director pay is fixed retainer structure |
| Performance‑based equity (PSUs/TSR, etc.) | None disclosed for directors; equity only via elective portion of retainer |
ULH’s disclosed performance metrics (Operating Margin, Revenue Growth, EBITDA Margin) apply to executive pay not director compensation.
Other Directorships & Interlocks
| Company | Public Company? | Role | Potential Interlock |
|---|---|---|---|
| None disclosed | — | — | No public company boards disclosed for Deane |
Controlled company context: Significant related‑party transactions with Moroun‑affiliated entities (services $7.9M, leases $19.7M rent, insurance $85.4M, terminals support $13.7M, among others). Audit Committee reviews and approves related‑party transactions.
Expertise & Qualifications
- Proven operations, management, finance, and strategic planning expertise across transportation modes and shipper/OEM practices; valuable industry operator perspective.
- Audit Committee financial expert designation (SEC definition).
- Deep maritime and port operations domain knowledge via Nicholson Terminal and industry associations.
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Daniel J. Deane | 0 | 0% |
Additional alignment/controls:
- Director hedging/derivative trading restrictions; hedging requires CFO pre‑approval; policy prohibits short‑term trading and certain monetization strategies. Pledging not explicitly addressed in the proxy; no pledging disclosures for Deane.
- Director stock ownership guidelines: Not disclosed for directors; executive officers have no ownership requirements.
Governance Assessment
- Board effectiveness: Deane brings seasoned operator perspective and is an Audit Committee financial expert on a fully independent Audit Committee that met eight times in 2024—positive for financial oversight.
- Independence and engagement: Classified as independent under NASDAQ; attended at least 75% of meetings (board‑level disclosure); missed the 2024 annual meeting (excused)—generally acceptable but should be monitored.
- Compensation alignment: Deane elected cash‑heavy pay (no stock portion in 2024) and holds zero ULH shares—signals weaker ownership alignment versus best‑practice director equity holding norms.
- Controlled company risks: ULH’s Compensation Committee is non‑independent (Chairman and CEO) under controlled company exemptions; extensive related‑party transactions with Moroun‑affiliated entities elevate conflict‑of‑interest risk, placing more weight on Audit Committee oversight where Deane serves.
RED FLAGS
- Zero beneficial ownership and no equity election in 2024 for Deane (alignment shortfall).
- Controlled company with non‑independent Compensation Committee; significant related‑party transactions environment (heightened governance risk).
- Missed annual meeting attendance (excused)—minor but noteworthy.
Overall: Deane’s operational and audit expertise strengthen board oversight, particularly in a high related‑party context. However, lack of personal share ownership and cash‑heavy director pay reduce alignment; continued strong Audit Committee engagement is critical to investor confidence.