Marcus D. Hudson
About Marcus D. Hudson
Marcus D. Hudson, age 54, is an independent director of Universal Logistics Holdings, Inc. (ULH) since 2023. He is a certified public accountant and Senior Managing Director at Calderone Advisory Group with 25+ years in financial leadership, insolvency, and restructuring across manufacturing, municipalities, and utilities; education includes an MBA from University of Michigan (Ross) and a BA in Accounting from Michigan State University . The Board has affirmatively determined Hudson meets NASDAQ independence standards; ULH is a “controlled company,” but seven directors—including Hudson—are independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wayne County Airport Authority | Senior leadership positions | Not disclosed | Finance/operations leadership in public infrastructure |
| Tecumseh Products Company | Senior leadership positions | Not disclosed | Restructuring/financial management |
| BBK, Ltd. | Senior leadership positions | Not disclosed | Turnaround/advisory experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Calderone Advisory Group | Senior Managing Director | Current | Insolvency and restructuring expertise |
Board Governance
- Independence: Independent director under NASDAQ rules; ULH is a controlled company exempt from certain independence requirements, yet seven of eleven nominees are independent, including Hudson .
- Committee assignments: Hudson is not listed on Audit, Compensation, or Executive Committees as of March 7, 2025; Audit Committee members are Belanger, Deane, Urban (Urban is chair); Compensation Committee consists of Chair Matthew T. Moroun and CEO Tim Phillips; Executive Committee consists of Moroun and Phillips .
- Attendance: 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) .
- ESG oversight: A management ESG Committee operates with Belanger as Board representative; Hudson is not the ESG representative .
Fixed Compensation
| Component | Amount | Date/Period | Notes |
|---|---|---|---|
| Annual cash retainer | $50,000 | FY2024 | Standard non-employee director retainer |
| Stock portion of retainer (elected) | $0 | Grant date May 6, 2024 | Directors may elect up to $15,000 in stock; Hudson did not elect stock in 2024 |
| Committee member fees | $0 | FY2024 | Audit members receive $5,000; Audit chair $15,000; ESG Board representative $10,000; Hudson not on these committees |
| Total director compensation | $50,000 | FY2024 | As reported in director compensation table |
Compensation structure for directors in 2024: non-employee directors receive $50,000 annual retainer, with option to take up to $15,000 in stock; Chair receives $100,000; Audit Chair +$15,000; Audit members +$5,000; ESG Board representative +$10,000; expenses reimbursed .
Performance Compensation
- No performance-based compensation is disclosed for non-employee directors (no PSUs/options; director equity appears only as elected stock portion of retainer) .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | Hudson’s biography does not list current public-company directorships |
- Related-party transactions: The proxy discloses extensive transactions with Moroun-affiliated entities, but no related-party transactions involving Hudson or entities associated with him are disclosed .
Expertise & Qualifications
- CPA; deep finance/accounting, insolvency/restructuring expertise; industry familiarity with ULH’s customer sectors; advanced degrees (MBA, BA Accounting) .
- Skillset aligns with audit/financial oversight, though he is not currently assigned to Audit Committee .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Marcus D. Hudson | 324 | <1% | As of March 7, 2025; no separate disclosure of restricted/unvested director shares |
- Hedging/pledging: ULH policy prohibits directors from hedging or monetization transactions without CFO pre-approval; prohibits short-term trading and requires pre-clearance for trading plans; no pledging or hedging by Hudson is disclosed .
Governance Assessment
- Independence and attendance: Hudson is independent and met attendance thresholds—positive for board effectiveness .
- Committee engagement: No committee assignments (Audit/Comp/Executive), limiting direct involvement in compensation, risk, or financial oversight processes; given his CPA and restructuring background, lack of Audit Committee placement may be a missed opportunity for board effectiveness .
- Ownership alignment: Very modest personal ownership (324 shares; <1%); he did not elect to receive any stock portion of the retainer in 2024, resulting in lower equity alignment relative to peers who took stock .
- Controlled company risks: ULH’s “controlled company” status allows a non-independent Compensation Committee comprised of the Chair (Moroun) and CEO (Phillips), and no separate nominating committee—heightening potential influence by controlling shareholders and reducing independent oversight on pay and nominations .
- Board-level legal environment: The Board is pursuing conversion from Michigan to Nevada, which broadens director/officer liability protections and may reduce litigation risk but can be perceived as lowering shareholder protections; this change is not director-specific but affects governance context in which Hudson serves .
- Say-on-pay signal: 2023 say-on-pay approval exceeded 98%, indicating broad shareholder support for executive compensation practices—supportive governance backdrop but not directly indicative of director performance .
RED FLAGS
- Controlled company structure with non-independent Compensation Committee and potential for controlling shareholder influence on nominations and compensation .
- Low personal equity stake and no elected stock retainer in 2024, suggesting weaker ownership alignment for Hudson relative to best-practice governance signals .
- Nevada conversion broadens director protections; while reducing frivolous litigation risk, it may be viewed as diminishing shareholder recourse .
Positive signals
- Independent status and acceptable attendance .
- Strong finance/restructuring credentials that could enhance oversight quality if leveraged via committee assignments .