Matthew T. Moroun
About Matthew T. Moroun
Matthew T. Moroun, age 51, has served on Universal Logistics Holdings, Inc.’s board since 2004 and is Chair of the Board, the Executive Committee, and the Compensation Committee. He is a controlling shareholder through family trusts and affiliates and has long-term leadership across family-owned businesses in transportation, insurance, business services, and real estate; he is also Chair of PAMT CORP (NASDAQ: PAMT). He is the father of director Matthew J. Moroun and is not classified as independent under NASDAQ standards given ULH’s “controlled company” status .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Universal Logistics Holdings, Inc. | Director; Chair of the Board | Director since 2004; Chair current | Chairs Compensation and Executive Committees; oversees strategy, planning, and execution |
| Universal Logistics Holdings, Inc. | Executive Committee Member (Chair) | Current | Exercises Board authority between meetings; met 4 times in 2024 |
| Universal Logistics Holdings, Inc. | Compensation Committee Member (Chair) | Current | Administers exec comp; met once in 2024; operates without written charter |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PAMT CORP (NASDAQ: PAMT) | Director; Chair | Director since 1992; Chair since 2007 | Governance and oversight at another public company |
Board Governance
- ULH is a “controlled company” under NASDAQ Rule 5615(c) (Moroun family trusts hold >50% voting power), exempting ULH from having majority-independent board, and independent-only compensation and nominating committees; seven directors are deemed independent, excluding Matthew T. Moroun .
- Committee assignments and meeting cadence in 2024:
- Compensation Committee: Members are Chair Matthew T. Moroun and CEO Tim Phillips; met once; no independent consultant; no written charter (RED FLAG) .
- Executive Committee: Chaired by Moroun; met four times .
- Audit Committee: Independent-only; met eight times; chaired by Richard P. Urban .
- Board structure separates Chair (Moroun) and CEO (Phillips), with ESG oversight via a board representative (Belanger) .
- Attendance: Board held four meetings in 2024; all incumbent directors attended at least 75% of board/committee meetings; Deane missed the annual meeting but was excused .
| Governance Item | 2024 | Note |
|---|---|---|
| Board meetings held | 4 | All directors ≥75% attendance |
| Compensation Committee meetings | 1 | Committee: Moroun (Chair), Phillips; no charter |
| Executive Committee meetings | 4 | Exercises Board authority |
| Audit Committee meetings | 8 | All members independent; Urban Chair |
Fixed Compensation
| Director | Year | Cash Fees ($) | Stock Fees ($) | Total ($) | Stock Grant Date & Price |
|---|---|---|---|---|---|
| Matthew T. Moroun (Chair) | 2024 | 85,032 | 14,968 | 100,000 | May 6, 2024; $45.22/share |
- Retainers: Non-employee directors $50,000; Chair (non-officer) $100,000; Audit Chair $15,000; Audit members $5,000; ESG board representative $10,000; directors may elect up to $15,000 of retainer in stock (paid once annually) .
Performance Compensation
- No performance-based compensation is disclosed for directors; director pay consists of cash retainers and optional stock retainers; no meeting fees disclosed beyond retainers .
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Public company board | PAMT CORP: Director since 1992; Chair since 2007 |
| Family board presence | Son, Matthew J. Moroun, is a ULH director; Calderone is special trustee of family trusts with voting power (interlocks within ULH governance) |
| Controlled company status | ULH elected “controlled company” treatment; compensation and nominating not independent-only; Moroun is trustee with investment power over majority-owned trusts |
Expertise & Qualifications
- Strategic and operational leadership across transportation, automotive, real estate, infrastructure, and government relations; deep sector knowledge and capital markets perspective applied to ULH oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Matthew T. Moroun | 19,199,192 | 73.0% | Includes Redoubtable LLC and multiple family trusts; investment power as trustee; special trustee Calderone has sole voting power |
| Redoubtable LLC (manager: M.T. Moroun) | 236,917 | n/a | Voting/investment power by Moroun |
| 2020 Lindsay S. Moroun Trust | 11,866,015 | n/a | Trustee: M.T. Moroun (investment); Special Trustee: F.P. Calderone (voting) |
| 2020 Nora M. Moroun Trust | 3,871,527 | n/a | Trustee: M.T. Moroun (investment); Special Trustee: F.P. Calderone (voting) |
| Swiftsure Irrevocable Trust | 3,200,000 | n/a | Trustee: M.T. Moroun (investment); Special Trustee: F.P. Calderone (voting) |
| 2020 AAM Trust | 24,402 | n/a | Trustee: M.T. Moroun (investment); Special Trustee: F.P. Calderone (voting) |
| Spouse (Lindsay S. Moroun) | 285,550 (excluded) | n/a | Disclaimed by M.T. Moroun |
| Son (Matthew J. Moroun) | 1,568 (excluded) | n/a | Disclaimed by M.T. Moroun |
- Section 16 compliance: ULH reports timely filings for 2023 for directors and >10% holders .
- Hedging policy: Prohibits hedging/derivatives without CFO pre-approval; directors must pre-clear trades/10b5-1 plans . No disclosure of stock pledging; skip if not disclosed.
Related-Party Transactions (Conflict Exposure)
| Category | 2024 ($) | 2023 ($) | Counterparty/Notes |
|---|---|---|---|
| Shared services (legal, HR, tax, IT) | 7.9 mm | 6.4 mm | Moroun-affiliated entities; cost-based on utilization |
| Freight revenue from Moroun-affiliated trucking | 1.7 mm | 5.1 mm | Market rates; ordinary course |
| Transportation services purchased from affiliates | 0.1 mm | 0.3 mm | Market rates |
| Terminal support (maintenance, fueling, ops) | 13.7 mm | 9.2 mm | Direct variable cost reimbursement |
| Lease payments to related parties | 19.7 mm | 13.6 mm | 25 facilities leased in 2024 (31 in 2023) |
| Rental revenue from leasing to affiliate | 2.4 mm | 1.6 mm | ULH leased space to Moroun-affiliate |
| Insurance premiums to Moroun-affiliated insurer | 85.4 mm | 76.9 mm | Employee and commercial coverages |
| Trailers purchased from affiliate | 4.5 mm | — | 2024 purchases |
| Used tractors purchased from affiliate | — | 6.3 mm | 2023 purchases |
| New trailers purchased from affiliate | — | 5.1 mm | 2023 purchases |
| Real property improvements (affiliate) | — | 5.3 mm | 2023 contracts |
| Office complex acquired from affiliate | — | 8.3 mm | Appraised price; deposit 2022; closing Q1’23 |
| Sale of inactive Mexican subsidiary to affiliate | 0.1 mm | — | Nov 2024 at book value |
| ULH right of first refusal purchase (director’s restricted stock) | — | 120,900 | Shares from H.E. Scott Wolfe at mkt price |
- Registration rights: Moroun family has rights to demand registration (> $25 mm offering); piggyback provisions; ULH pays registration expenses .
- Audit Committee reviews/approves related-person transactions; policy requires arm’s-length terms or Company best interest .
Compensation Committee Analysis
- Members: Chair Matthew T. Moroun and CEO Tim Phillips (enabled by controlled company exemption) .
- Processes: Reviews trends, salaries/bonuses, equity plans; determines or recommends officer pay (CEO pay determined by full Board) .
- Consultants: Authorized to retain but none used in 2024 (RED FLAG for independence) .
- Charter: Committee operates without a written charter (RED FLAG) .
- Performance metrics emphasized by ULH in pay-versus-performance disclosures: Operating margin, revenue growth, EBITDA margin .
Director Compensation Structure Signals
- Mix: Chair retainer $100,000 with optional stock election; no performance-based equity or meeting fees disclosed for directors .
- Year-over-year shift indicators: ULH allows stock election up to $15,000; no evidence of options repricing, guaranteed pay increases for directors, or discretionary director bonuses .
- Say-on-pay: 2023 advisory vote approved by >98% of shares represented and >97% of votes cast; next vote in 2026 .
Governance Assessment
- Independence and controlled status: ULH’s controlled company election concentrates authority with Moroun family; Compensation Committee comprises Chair (controlling shareholder) and CEO, lacks independent oversight, no charter, and met once in 2024 (RED FLAG) .
- Extensive related-party transactions: Significant recurring insurance premiums ($85.4 mm), leases ($19.7 mm), operational support ($13.7 mm), shared services ($7.9 mm), and affiliated freight/transportation flow present persistent conflict exposure despite Audit Committee review (RED FLAG) .
- Nevada conversion proposal: Board seeks conversion to Nevada with expanded exculpation/indemnification, 75% vote requirement for director removal, forum selection in Nevada, and explicit carve-outs from “controlling interest” statutes for Moroun family—heightening entrenchment risk and diminishing shareholder remedies (RED FLAG) .
- Attendance and oversight: Board met four times; committees active (Audit eight times) and ESG representation in place; separation of Chair/CEO aids oversight but is offset by controlled structure and committee composition .
- Trading policies: Prohibitions on hedging/derivatives without CFO pre-approval and required pre-clearance of trades/10b5-1 plans bolster alignment; pledging not disclosed .
Implications for investors: Governance features and related-party concentration create ongoing conflict risks and potential minority shareholder disenfranchisement; the Nevada conversion would further insulate directors and controlling shareholders. Monitor Audit Committee rigor on related-party pricing, committee independence enhancements, and any changes to charter/bylaws post-conversion .