Frederick P. Calderone
About Frederick P. Calderone
Frederick P. Calderone, age 74, has served as a director of Universal Logistics Holdings, Inc. (ULH) since 2009. He retired in 2016 after more than 20 years as a vice president of a diversified holding company in Warren, MI, and earlier was a partner at Deloitte, Haskins & Sells; he is widely recognized for expertise in taxation, accounting, M&A, and corporate finance . ULH’s board does not list him as independent, and ULH is a “controlled company” under NASDAQ rules; Calderone serves as special trustee for Moroun family trusts with sole voting power over significant ULH share blocks, which affects independence considerations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Diversified holding company (Warren, MI) | Vice President | ~1996–2016 (retired 2016) | Executive oversight; expertise in tax, accounting, transactions |
| Deloitte, Haskins & Sells | Partner | Not disclosed | Tax/accounting leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| PAMT CORP (NASDAQ: PAMT) | Director | Since 1998 | Current listing referenced as PAMT CORP |
| P.A.M. Transportation Services, Inc. (NASDAQ: PTSI) | Director | Since 1998 | Prior proxy lists PTSI; reflects continuity/name/ticker change context |
Board Governance
- Committee assignments: Calderone is not listed on ULH’s Audit Committee, Compensation Committee, or Executive Committee; Audit Committee members are Belanger, Deane, and Urban (Chair); Compensation Committee members are Matthew T. Moroun (Chair) and Tim Phillips; Executive Committee members are Matthew T. Moroun (Chair) and Tim Phillips .
- Independence status: ULH elected controlled company status; the board determined seven directors (Belanger, Deane, Gooden, Hudson, Regan, Urban, Wolfe) meet NASDAQ independence standards—Calderone is not among those seven .
- Attendance: The board held four meetings in 2024; all incumbent directors attended at least 75% of board and applicable committee meetings. All directors attended the 2024 Annual Meeting except Deane (excused) .
- Committee activity levels: Audit Committee met eight times in 2024; Executive Committee met four times in 2024 .
- Controlled company and nominations: As a controlled company, ULH’s nominations may be guided by recommendations of controlling shareholders; no separate nominating committee .
Fixed Compensation
| Year | Annual Board Retainer (Cash) | Stock Portion Elected | Committee/Chair Fees | Total |
|---|---|---|---|---|
| 2024 | $50,000 | $0 | None disclosed for Calderone | $50,000 |
| 2023 | $35,002 | $14,998 | None disclosed for Calderone | $50,000 |
- Structure: Non-employee directors received a $50,000 annual retainer (Chair $100,000); Audit Committee Chair +$15,000; Audit Committee members +$5,000; Board representative to ESG Committee +$10,000. Directors may elect up to $15,000 of retainer in stock (cash paid in two installments; stock paid once annually) .
Performance Compensation
| Element | Grant Date | Shares/Units | Valuation Basis | Fair Value | Vesting/Performance Metrics |
|---|---|---|---|---|---|
| Stock election (retainer, 2023) | May 8, 2023 | 590 shares | $25.42 per share (closing price) | $14,998 | Not performance-based; elective portion of retainer |
| Stock election (retainer, 2024) | May 6, 2024 | None elected | $45.22 per share (reference for peers) | $0 | Not performance-based; elective portion of retainer |
- ULH does not disclose director PSUs/options or performance metrics for director pay; equity for directors is limited to elective stock portion of the retainer, without performance conditions .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict Consideration |
|---|---|---|
| PAMT CORP / P.A.M. Transportation Services, Inc. | Director since 1998 | Transportation/logistics exposure; no ULH-related transactions disclosed via this role in the proxy |
| Moroun family trusts (2020 Lindsay, 2020 Nora, Swiftsure, 2020 AAM) | Special trustee with sole voting power | Calderone exercises voting authority over significant ULH share blocks held by Moroun trusts while Matthew T. Moroun has investment power—material governance linkage to controlling shareholders |
Expertise & Qualifications
- Deep expertise in corporate, partnership and individual taxation; estate planning; multinational tax planning; M&A and commercial transactions; tax controversies; corporate accounting; GAAP and budgeting .
- Long history advising transportation/logistics companies; brings accounting, strategic planning, and finance capabilities to board deliberations .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Frederick P. Calderone (individual) | 590 | <1% | Direct holdings; aligns with 2023 stock retainer grant |
| 2020 Lindsay S. Moroun Trust | 11,866,015 | N/A | Calderone as special trustee with sole voting power (disclaims beneficial ownership) |
| 2020 Nora M. Moroun Trust | 3,871,527 | N/A | Same as above |
| Swiftsure Irrevocable Trust | 3,200,000 | N/A | Same as above |
| 2020 Agnes Anne Moroun Trust | 24,402 | N/A | Same as above |
| Total outstanding ULH shares (for context) | 26,317,326 | — | As of March 7, 2025 |
- Ownership guidelines: Proxy discloses no stock ownership requirements for executive officers; no director-specific ownership guidelines are disclosed .
- Pledging/hedging: No pledging or hedging by Calderone is disclosed; the proxy does not present a director hedging/pledging policy for Calderone .
Governance Assessment
- Independence and conflicts: Calderone is not classified as independent and serves as special trustee with sole voting authority for Moroun family trusts that control a majority of ULH’s voting power—this is a structural conflict risk impacting board independence and potentially investor confidence .
- Committee effectiveness: Calderone holds no committee seats; Audit oversight rests with three independent directors; Compensation Committee consists of the Chair and CEO due to controlled company status, which reduces independent oversight of pay—another governance risk indicator .
- Related-party exposure: ULH engages extensively with Moroun-affiliated entities (support services $7.9M in 2024; intercompany freight revenue $1.7M; terminal support costs $13.7M; rent/related costs $19.7M; insurance premiums to affiliate $85.4M)—these require robust Audit Committee oversight; Calderone’s voting role over controlling trusts heightens perceived conflict sensitivity even though he disclaims beneficial ownership .
- Attendance and engagement: Board and committee attendance thresholds were met (≥75%), and Calderone attended the 2024 Annual Meeting, which supports baseline engagement .
- Alignment: Calderone’s direct ULH ownership is modest (590 shares), and 2024 compensation was fully cash-based; while 2023 included stock election aligning him modestly with shareholders, overall “skin-in-the-game” is limited relative to control dynamics .
RED FLAGS: Not independent; special trustee with voting authority over controlling shareholder trusts; Compensation Committee comprised of Chair and CEO (non-independent); extensive related-party transactions with Moroun affiliates .