H. E. Scott Wolfe
About H. E. Scott Wolfe
H. E. Scott Wolfe, age 79, has served as an independent director of Universal Logistics Holdings, Inc. since 2014. He was ULH’s CEO from December 2012 through December 2014 and previously served as President and CEO of LINC Logistics (now a ULH subsidiary) from 2002 to 2012; he also led the development of Logistics Insight Corp. since its formation in 1992. Earlier, he managed inbound transportation at American Motors Corporation, establishing its first corporate logistics program, and spent 15 years in various plant, divisional, and corporate roles at General Motors; he has taught college courses in logistics and transportation management. The Board held four meetings in 2024, and all incumbent directors met at least a 75% attendance threshold; ULH’s Board has determined Wolfe meets Nasdaq independence standards despite controlled-company exemptions.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Universal Logistics Holdings, Inc. | Chief Executive Officer | Dec 2012 – Dec 2014 | Led ULH, bringing deep insight into asset-light logistics model. |
| LINC Logistics Company (ULH subsidiary) | President & CEO | Mar 2002 – Dec 2012 | Grew asset-light operations; integration into ULH. |
| Logistics Insight Corp. (ULH subsidiary) | Founder/Leader of Development | Since 1992 | Built logistics capabilities foundational to ULH. |
| American Motors Corporation | Manager, Inbound Transportation | Not disclosed | Established AMC’s first corporate logistics program. |
| General Motors | Various plant/divisional/corporate roles | 15 years | Operational/industrial experience across manufacturing/logistics. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| College-level instruction (institution not disclosed) | Instructor, Logistics & Transportation Mgmt | Not disclosed | Taught college courses in logistics and transportation management. |
No other public company board seats are disclosed for Wolfe in the proxy biography.
Board Governance
- Independence: ULH is a Nasdaq “controlled company” and not required to have a majority-independent board; nonetheless, the Board designated Wolfe as independent under Nasdaq standards.
- Committee assignments: Wolfe is not listed as a member of the Audit, Compensation, or Executive Committees as of March 7, 2025; Audit is chaired by Richard P. Urban, Compensation by Matthew T. Moroun, Executive by Matthew T. Moroun.
- Attendance: Board met four times in 2024; all incumbent directors achieved at least 75% attendance (Wolfe included).
- ESG oversight: Board appointed Grant Belanger as Board representative to the management ESG Committee; Wolfe is not the ESG representative.
- Years of service: Director since 2014 (11+ years as of the 2025 proxy).
Fixed Compensation
| Component (Director, 2024) | Amount (USD) | Notes |
|---|---|---|
| Annual Board Retainer (Cash) | $50,000 | Standard non-employee director retainer. |
| Equity Retainer Election | $0 | Wolfe did not elect to receive stock; many peers elected up to $15,000 in shares. |
| Audit Committee Member Fee | $0 | Not a member; Audit member fee is $5,000. |
| Audit Committee Chair Fee | $0 | Not chair; Audit chair fee is $15,000. |
| ESG Board Representative Fee | $0 | Not the representative; the role pays $10,000. |
| Chair of the Board Retainer | $0 | Applies to Chair only ($100,000); Wolfe is not Chair. |
| Total | $50,000 | As disclosed in Director Compensation table. |
Policy detail: Directors may elect up to $15,000 of the annual retainer in shares; cash portion is paid in two installments; stock portion, if any, paid annually.
Performance Compensation
| Metric | Target/Structure | Actual Outcome |
|---|---|---|
| Director-level performance-based pay | None disclosed | Director compensation is retainer-based with optional equity election; no performance metrics are disclosed for directors. |
Other Directorships & Interlocks
| Entity | Role | Committee/Function | Notes |
|---|---|---|---|
| None disclosed | — | — | Wolfe’s proxy biography lists no other public company directorships. |
Expertise & Qualifications
- Asset-light logistics operator: Led LINC Logistics and Logistics Insight, matching ULH’s operating model; provides operational insight and leadership experience.
- Automotive supply chain depth: Roles at AMC and GM give OEM perspective on logistics, inbound transportation, and plant operations.
- Academic engagement: Taught college-level logistics and transportation courses, supporting governance oversight on talent and training.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (shares) | 10,000 shares. |
| Percent of class | <1% (Company denotes “*” for less than 1%). |
| Shares outstanding reference | 26,317,326 shares outstanding as of March 7, 2025. |
| Vested vs. unvested breakdown | Not disclosed for Wolfe. |
| Pledging/hedging | Company policy prohibits hedging without CFO pre-approval; short-term trading and derivatives are prohibited. |
| Notable transaction | Aug 2023: Company exercised right of first refusal to acquire 3,750 restricted shares from Wolfe for $120,900 (at closing market price on effective date). |
Insider Transactions & Form 4 Summary
| Date | Transaction | Shares/Value | Notes |
|---|---|---|---|
| Aug 2023 | Company purchase (right of first refusal) of Wolfe’s restricted stock | 3,750 shares for ~$120,900 | Disclosed as a related-party transaction in the proxy. |
Governance Assessment
- Strengths:
- Board-designated independent director with deep operating experience and OEM perspective; meets at least 75% attendance threshold in 2024.
- Long-tenured industry executive familiar with ULH’s asset-light model, aiding oversight of strategy and execution.
- Concerns/RED FLAGS:
- Controlled company governance: Compensation Committee consists of the Chair (Matthew T. Moroun) and the CEO (Tim Phillips), operates without a written charter; Nominating is handled by the full Board, guided by controlling shareholder recommendations—raises independence and pay oversight concerns.
- Extensive related-party dealings with Moroun-affiliated entities (services, leases, insurance, equipment purchases); while Audit Committee reviews these, volume and scope can be perceived as conflict risk.
- Wolfe’s director pay is 100% cash (no equity elected in 2024), limiting alignment relative to peers who elected stock; Wolfe’s ownership is small (<1%), reducing “skin-in-the-game” signaling.
- Proposed conversion to Nevada increases director/officer liability protections and strengthens anti-takeover features (e.g., higher director removal threshold), which can reduce shareholder recourse and accountability in governance disputes.
- Net view: Wolfe brings valuable operating and supply-chain insight and is Board-designated independent, but ULH’s controlled-company structure and breadth of related-party transactions—plus limited equity alignment in Wolfe’s director pay—are notable governance risk factors for investors focused on board effectiveness and conflicts.