Matthew J. Moroun
About Matthew J. Moroun
Matthew J. Moroun, age 24, has served as a director of Universal Logistics Holdings (ULH) since 2020. He holds a B.B.A. in Finance from the University of Notre Dame’s Mendoza College of Business and is employed in other Moroun family-owned businesses in transportation and business services. He is the son of ULH’s Chairman, Matthew T. Moroun, and also serves as a director of PAMT CORP (NASDAQ: PAMT) since 2020 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Universal Logistics Holdings, Inc. | Director | 2020–present | No standing committee assignments disclosed for M. J. Moroun |
| Moroun family-owned businesses | Employee | Not disclosed | Operational exposure in transportation/business services; potential related-party proximity |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PAMT CORP (NASDAQ: PAMT) | Director | 2020–present | Not disclosed |
Board Governance
- Independence: ULH is a NASDAQ “controlled company” (Moroun family trusts hold >50% voting power). The board identified seven independent directors; Matthew J. Moroun is not listed among them, indicating he is not independent .
- Committee assignments: Standing committees are Audit (Belanger, Deane, Urban—Urban is Chair), Compensation (Matthew T. Moroun—Chair; Tim Phillips), and Executive (Matthew T. Moroun—Chair; Tim Phillips). Matthew J. Moroun is not shown as a member on these committees .
- Attendance and engagement: The board met four times in 2024; all incumbent directors attended at least 75% of board and committee meetings while serving. All directors attended the 2024 annual meeting except Daniel J. Deane .
- ESG oversight: A management-led ESG Committee exists; Grant Belanger is the board representative and received an additional $10,000 retainer for this role .
Fixed Compensation
| Item | 2024 Amount | Notes |
|---|---|---|
| Annual director retainer (non-employee) | $50,000 | Directors may elect up to $15,000 paid in stock; cash portion paid in two installments; stock portion paid once annually |
| Chair of Board retainer | $100,000 | For the non-officer Chair (applies to Matthew T. Moroun, not Matthew J.) |
| Audit Committee Chair fee | $15,000 | Not applicable to Matthew J. |
| Audit Committee member fee | $5,000 | Not applicable to Matthew J. |
| ESG Board representative retainer | $10,000 | Not applicable to Matthew J. |
| Reimbursement of expenses | As incurred | Travel and meeting expenses reimbursed |
Director-specific 2024 compensation for Matthew J. Moroun:
- Fees earned or paid in cash: $35,032; Fees earned or paid in stock: $14,968; Total: $50,000. Stock value based on $45.22 per share on May 6, 2024 .
Performance Compensation
- No performance-based director awards disclosed (no PSUs/options specified for directors; equity is an elective portion of retainer as common stock) .
Other Directorships & Interlocks
- ULH is a controlled company with compensation and executive committees chaired by Matthew T. Moroun (Chairman and father of Matthew J.). Compensation Committee operates without a written charter and can include non-independent members due to controlled company status .
- Registration rights agreement provides Moroun family with demand and piggyback rights subject to thresholds and priority rules .
- Shared governance network includes Frederick P. Calderone as special trustee with voting authority over Moroun family trust shares while Matthew T. Moroun retains investment authority—both serve on ULH’s board .
Expertise & Qualifications
- Education: B.B.A. in Finance, Notre Dame Mendoza College of Business .
- Industry exposure: Employed within Moroun family transportation/business services enterprises; provides perspective aligned with ULH’s end-markets .
- Age/tenure: 24 years old; ULH director since 2020 .
Equity Ownership
| Holder | Beneficial Shares | % of Class | Notes |
|---|---|---|---|
| Matthew J. Moroun | 1,568 | <1% | Disclaims beneficial ownership of mother’s 285,550 shares and father’s 19,199,192 shares |
- Total outstanding shares as of March 7, 2025: 26,317,326 .
- Family control: 73.0% beneficially owned by Matthew T. Moroun (through entities and trusts with investment authority) with special trustee Calderone holding voting power for certain trusts .
Related-Party Transactions (Conflict Risk)
- Administrative services from Moroun-affiliated entities: $7.9 million (2024) and $6.4 million (2023) .
- Freight revenues with Moroun-affiliated trucking companies: $1.7 million (2024); $5.1 million (2023). Related transportation services costs: $0.1 million (2024); $0.3 million (2023) .
- Operational support (maintenance, fueling, terminal services) via Moroun-affiliated terminals: $13.7 million (2024); $9.2 million (2023) .
- Leased facilities from related parties: 25 facilities; rent and related costs of $19.7 million (2024) and $13.6 million (2023); rental revenues received from Moroun affiliate: $2.4 million (2024) and $1.6 million (2023) .
- Insurance purchased from Moroun-affiliated insurer: $85.4 million (2024); $76.9 million (2023) .
- Equipment and real estate transactions with affiliates (trailers, tractors, property improvements) and sale of inactive Mexican subsidiary to affiliate (~$0.1 million) .
- Audit Committee reviews and approves related person transactions ≥$120,000, assessing market terms and Company’s best interest .
Insider Trading, Hedging, and Compliance
- ULH policy prohibits directors and employees from hedging or monetization transactions unless pre-approved by the CFO; prior notice required for trades or 10b5-1 plans .
- Section 16(a) reports: ULH states all required reports for 2023 were timely filed by directors and executives .
- Recent Form 4 references exist for Moroun filings (Matthew T. and Matthew J.) on ULH’s investor site and SEC; details vary by filer and date .
Governance Assessment
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RED FLAGS:
- Controlled company exemptions: Not required to maintain majority independent board or independent compensation/nomination committees; Compensation Committee consists of the Chairman (Matthew T.) and CEO, operates without a written charter—heightened risk of pay-setting conflicts and limited independent oversight .
- Extensive related-party transactions with Moroun-affiliated entities (services, leases, insurance), material to ULH’s cost structure and operations; persistent exposure to conflicts of interest despite Audit Committee review .
- Familial interlocks: Matthew J. is the Chairman’s son and works within family businesses; significant family control (73% beneficial ownership via father), lowering minority shareholder influence on governance outcomes .
- Nevada conversion proposal: Broader director/officer liability protections and anti-takeover flexibility under NRS may further insulate insiders; board acknowledges directors and officers benefit from enhanced protections .
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Positive signals:
- Board and committee meeting cadence disclosed; board attendance ≥75% among incumbents; annual meeting attendance strong (one excused absence) .
- Audit Committee comprises independent directors and met eight times in 2024; financial expert qualifications noted for members .
- Strong say-on-pay support in 2023: >98% of shares represented (and >97% of votes cast) approved executive compensation; next advisory vote in 2026 .
-
Implications for investors:
- Governance risk centers on related-party dealings and controlled company structure; minority investors should monitor lease/insurance pricing, service allocations, and any changes from Nevada conversion that may reduce accountability or impede future challenges to board decisions .
Director Compensation Summary (2024)
| Metric | Amount |
|---|---|
| Fees Earned in Cash | $35,032 |
| Fees Paid in Stock | $14,968 (based on $45.22/share, May 6, 2024 grant) |
| Total | $50,000 |
Equity Ownership (as of March 7, 2025)
| Metric | Value |
|---|---|
| Shares Beneficially Owned | 1,568 |
| Ownership % | <1% |
| Notes | Disclaims beneficial ownership of mother’s and father’s shares; father beneficially owns 73.0% via entities/trusts |
Board & Committee Activity (2024)
| Body | Meetings Held |
|---|---|
| Board of Directors | 4 |
| Audit Committee | 8 |
| Executive Committee | 4 |
| Compensation Committee | 1 |
Policies and Shareholder Feedback
- Hedging/monetization: Prohibited without CFO pre-approval; pre-clearance required for trades/10b5-1 plans .
- Say-on-Pay (2023): >98% of shares represented and >97% of votes cast in favor; next vote in 2026 .
Notes on Potential Conflicts and Controls
- Audit Committee screens related-party transactions ≥$120,000 for market terms and best interest of ULH; nevertheless, magnitude and breadth of affiliate dealings present ongoing conflict risk .
- Registration rights and trust governance create formal structures for Moroun family equity liquidity and voting/investment control, reinforcing the controlled company dynamic .
Overall, Matthew J. Moroun’s board role occurs within a highly controlled governance framework with extensive related-party activity, minimal personal share ownership, and no committee responsibilities—factors that warrant close monitoring for alignment, pricing discipline, and investor protections .