Jude M. Beres
About Jude M. Beres
Jude M. Beres, age 52, is Chief Financial Officer and Treasurer of Universal Logistics Holdings (ULH) since March 2016; he previously served as Chief Administrative Officer (Apr 2015–Mar 2016) and worked in finance/accounting across affiliated companies from 1997–2015. He holds a Bachelor of Accountancy from Walsh College and has 9 years of service as an executive officer at ULH . ULH’s pay-versus-performance table highlights Operating Margin, Revenue Growth, and EBITDA Margin as the most important measures linking executive pay to performance; ULH TSR on a $100 basis improved notably in 2024 (260) versus 2023 (157), while Net Income rose to $129.9M and Operating Margin to 11.0% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Universal Logistics Holdings, Inc. | Chief Financial Officer & Treasurer | Mar 2016–Present | Led finance for diversified logistics operator; oversaw cash, capital allocation, reporting |
| Universal Logistics Holdings, Inc. | Chief Administrative Officer | Apr 2015–Mar 2016 | Corporate administration; change management supporting leadership transition |
| Affiliated companies (transport/logistics) | Finance & Accounting roles | 1997–2015 | Built multi-segment finance expertise (LTL, truckload, intermodal, logistics) |
External Roles
- None disclosed for Beres (no public company directorships or committee roles noted) .
Fixed Compensation
Summary compensation for Beres (salary, bonus, stock awards, other):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 479,375 | 503,373 | 524,645 |
| Bonus – Discretionary ($) | 349,315 | 246,000 | 308,747 |
| Stock Awards – Fair Value ($) | – | 232,887 | 223,575 |
| All Other Compensation ($) | 133 | 133 | 133 |
| Total ($) | 828,823 | 982,393 | 1,057,100 |
- Current base salary rate: increased to $532,324 effective March 18, 2024 .
- Perquisites: minimal; policy emphasizes cost control and example-setting .
Performance Compensation
Annual cash incentive practice and long-term incentives:
| Component / Metric | Weighting | Target | Actual | Payout | Vesting Terms |
|---|---|---|---|---|---|
| Annual cash bonus (discretionary) | Discretionary (no fixed weights) | Not disclosed | Not disclosed | $349,315 (2022); $246,000 (2023); $308,747 (2024) | N/A |
| RSU – time-based restricted stock | N/A (time-based) | N/A | N/A | Fair value: $232,887 (2023); $223,575 (2024) | 25% per year March 15, 2024–2027 (8,441 shares); single-vest 5,000 shares on Feb 20, 2024 |
| 2025 RSU grant (new) | N/A (time-based) | N/A | N/A | Grant of 7,521 shares on Feb 10, 2025 | 25% per year March 15, 2026–2029 |
| Plan metrics (for pay vs performance linkage) | Not disclosed by % | Operating Margin, Revenue Growth, EBITDA Margin | Company performance (see below) | Reflected in Committee judgment | N/A |
Notes:
- ULH states most important financial performance measures for 2024/2023 are Operating Margin, Revenue Growth, and EBITDA Margin .
- ULH historically relies on judgment-based bonuses rather than formulaic targets/weights .
- No option awards granted to Beres; long-term equity is restricted stock (RSUs) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 36,185 shares (as of Mar 7, 2025) |
| Ownership % of outstanding | ~0.14% (36,185 / 26,317,326 outstanding) |
| Vested vs. unvested | Unvested RSUs: 11,553 shares, market value $530,745 at $45.94 on Dec 31, 2024 |
| Options | None outstanding (no exercisable/unexercisable options listed) |
| Vested in 2024 | 7,111 shares vested; value realized $326,679 |
| Vested in 2023 | 2,500 shares vested; value realized $70,050 |
| Pledging | No pledging disclosed for Beres; Company notes 2,500,000 shares pledged by the Chair (context for governance) |
| Hedging/derivative policy | Hedging/monetization transactions prohibited without CFO pre-approval; all trades must be notified to CFO office; 10b5-1 plan notification required |
| Ownership guidelines | No executive stock ownership requirements |
Employment Terms
| Term | Beres |
|---|---|
| Employment agreement | None; no written employment agreement |
| Base salary rate | $532,324 effective Mar 18, 2024 |
| Severance (termination) | No severance for just cause, best-interest, resignation, disability (except bonus timing), with retirement entitled to unpaid discretionary bonus installments |
| Retirement payout estimate | $161,000 (as of 12/31/2024) |
| Change-of-control economics | Company has no agreements or plans providing payments to named executive officers upon change-of-control |
| Clawback | Board-adopted recoupment of incentive comp upon restatement; recover excess over restated results |
| Non-compete / non-solicit | Not disclosed for Beres (CEO agreement contains these covenants; none indicated for CFO) |
Additional governance/transactional context:
- Beres signed ULH’s October 2025 Indemnity & Guaranty Agreement as CFO for a $195.9M credit tenant lease financing; the agreement includes specific non-recourse carve-outs, prepayment shortfall guarantees, and minimum net worth/liquid assets maintenance provisions at the parent level .
Company Performance Context
ULH revenues and EBITDA for last 3 fiscal years:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 2,015,456,000 | 1,662,139,000 | 1,846,035,000 |
| EBITDA ($) | 317,092,000* | 222,480,000* | 332,420,000* |
- Values retrieved from S&P Global.*
- Pay vs Performance (ULH TSR $100 basis; Peer Index = Nasdaq Transportation Index):
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| ULH TSR (Value of $100) | 110 | 103 | 185 | 157 | 260 |
| Peer Group TSR (Value of $100) | 106 | 120 | 98 | 131 | 134 |
| Net Income ($) | 48,132,000 | 73,733,000 | 168,632,000 | 92,901,000 | 129,907,000 |
| Operating Margin (%) | 5.8% | 5.9% | 11.9% | 8.8% | 11.0% |
Compensation Structure Analysis
- Year-over-year mix: Beres’ total compensation rose to ~$1.06M in 2024 with increased cash bonus and continued time-based RSUs; ULH continues to emphasize judgment-based annual bonuses and time-based equity over options or formulaic PSU plans .
- Shift to RSUs: ULH’s 2024 Equity Incentive Plan authorizes RSUs, PSUs, options, and stock appreciation rights, but recent awards to Beres have been time-based RSUs; options are not currently utilized for NEOs .
- Guaranteed vs at-risk: No fixed target bonus % disclosed; payouts are discretionary and at-risk based on Company/individual performance .
- Clawback in place: Policy to recoup incentive comp upon restatements .
- No change-of-control parachutes: ULH discloses no CIC payments for named executive officers .
Risk Indicators & Red Flags
- Ownership alignment: No executive ownership guidelines; Beres’ stake is modest (~0.14% of shares outstanding), though ongoing RSU vesting increases alignment .
- Pledging: No pledging disclosed for Beres; company-wide governance shows large pledged position at Chair level, a broader governance consideration .
- Related-party transactions: Extensive ordinary-course dealings with Moroun-affiliated entities (services, leases, insurance) managed via Audit Committee review; an ongoing governance factor .
- Hedging/derivative oversight: Strong restrictions requiring CFO pre-approval and transaction notifications .
Equity Ownership & Vesting Detail
| Award/Grant | Shares | Vesting Dates | Notes |
|---|---|---|---|
| RSU grant (8,441 sh) | 8,441 | 25% on Mar 15 in 2024, 2025, 2026, 2027 | Time-based RSUs |
| RSU single-vest | 5,000 | Vested Feb 20, 2024 | Single-vest restricted stock |
| RSU grant (7,521 sh; new) | 7,521 | 25% on Mar 15 in 2026, 2027, 2028, 2029 | Granted Feb 10, 2025 |
| Unvested as of 12/31/2024 | 11,553 | Various (see above) | Market value $530,745 at $45.94 |
Say-on-Pay & Shareholder Feedback
- Say-on-pay: At 2023 annual meeting, >98% of shares represented and >97% of votes cast approved executive compensation; next say-on-pay scheduled for 2026 .
Compensation Peer Group
- Performance peer benchmark: ULH references Nasdaq Transportation Index in pay-versus-performance peer TSR comparison .
- Compensation benchmarking approach: Board considers market pay but does not maintain a specific target percentile; decisions are judgment-based .
Investment Implications
- Alignment: Beres’ compensation is tied to Company performance through discretionary bonuses and time-based RSUs, with clawback protections, but lacks formulaic PSU targets and executive ownership requirements—moderate alignment with shareholder outcomes .
- Retention risk: No employment agreement, minimal retirement benefits, and absence of CIC protections suggest lower contractual retention hooks; ongoing RSU vesting provides some retention value .
- Execution signals: CFO’s role in structuring and guaranteeing elements of the October 2025 CTL financing (including net worth/liquidity maintenance) indicates strong execution capability and capital market competence .
- Governance watchpoints: Extensive related-party transactions and large pledged shares at the Chair level warrant continued governance monitoring; Beres himself has no pledging and operates under strict hedging/trading controls .
Values retrieved from S&P Global.*