Michael A. Regan
About Michael A. Regan
Michael A. Regan, age 70, has served as an independent director of Universal Logistics Holdings since 2013. He co-founded TranzAct Technologies in 1984, serving as CEO and Chairman until 2011; he is currently Chief Relationship Development Officer. Regan is a certified public accountant with a B.S.B.A. from the University of Illinois at Urbana-Champaign, and previously worked at Bank of America, PriceWaterhouse, and Union Pacific Corporation, bringing logistics industry depth and internal/external auditing expertise to ULH’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TranzAct Technologies, Inc. | Co-founder; CEO & Chairman (until 2011); Chief Relationship Development Officer | Co-founded 1984; CEO/Chair until 2011; CRDO current | Logistics information leadership; governance and auditing experience |
| Bank of America | Employee (prior role) | Not disclosed | Finance exposure |
| PriceWaterhouse | Employee (prior role) | Not disclosed | External audit background |
| Union Pacific Corporation | Employee (prior role) | Not disclosed | Transportation industry experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| American Society of Transportation & Logistics | Board service (current or prior) | Not disclosed | Industry group governance |
| National Industrial Transportation League | Board service (current or prior) | Not disclosed | Industry group governance |
| National Association of Strategic Shippers | Board service (current or prior) | Not disclosed | Industry group governance |
| Transportation Intermediaries Association Foundation | Past Chairman | Not disclosed | Sector leadership |
| Council of Supply Chain Management Professionals | Distinguished Service Award recipient (2014) | 2014 | Recognition for industry impact |
Board Governance
- Independence: ULH is a controlled company under NASDAQ rules due to Moroun family trusts; despite this, the Board determined Regan meets NASDAQ independence standards .
- Committee assignments: As of March 7, 2025, Regan is not listed as a member of standing committees (Audit, Compensation, Executive). Audit Committee members are Belanger, Deane, and Urban (Chair); Compensation Committee is Moroun (Chair) and Phillips; Executive Committee is Moroun (Chair) and Phillips .
- Attendance: The Board held four meetings in 2024; all incumbent directors attended at least 75% of Board and committee meetings during their service period .
- Annual meeting: All directors attended the 2024 Annual Meeting except Daniel J. Deane; Regan attended .
- Risk oversight context: Audit Committee met eight times in 2024 and oversees accounting, reporting, internal controls, and auditor relationships; ULH’s Compensation Committee operates without a written charter and met once in 2024, leveraging controlled company exemptions .
Fixed Compensation
| Component | Detail | Amount/Terms | Period |
|---|---|---|---|
| Annual Board retainer (Regan) | Fees earned in cash | $40,006 | 2024 |
| Annual Board retainer (Regan) | Fees earned in stock | $9,994 | 2024 |
| Total Board compensation (Regan) | Cash + stock | $50,000 | 2024 |
| Stock grant terms (all directors electing stock) | Grant date and price reference | May 6, 2024 at $45.22 per share for value determination | 2024 |
| Committee fee schedule | Audit Chair; Audit member; ESG Board representative; Chair of Board | $15,000; $5,000; $10,000; $100,000 | 2024 (policy disclosure) |
| Director retainer structure | Base retainer | $50,000 annual cash; up to $15,000 may be paid in stock at director’s election | 2024 |
Notes:
- Regan’s $50,000 total indicates no additional Audit/ESG/Chair fees in 2024 (consistent with not being listed on standing committees) .
Performance Compensation
| Element | Applies to ULH Directors | Terms/Performance Metrics | Notes |
|---|---|---|---|
| Short-term/annual bonus | No | Not disclosed for directors; compensation is retainer-based | Director compensation structured as fixed retainer with optional stock election |
| Equity awards (PSUs/Options) | No | Not disclosed for directors; table shows stock-as-retainer value only | No options or performance-conditioned equity disclosed for directors |
| Performance metrics (TSR/EBITDA/ESG) | No | Not applicable | No director performance-metric framework disclosed |
Other Directorships & Interlocks
| Category | Company/Entity | Role | Interlock/Notes |
|---|---|---|---|
| Public company boards | None disclosed | — | Regan’s bio lists industry association boards, not public company boards |
| Compensation Committee interlocks (ULH) | ULH | Committee comprised of Moroun (Chair) and Phillips (CEO) under controlled company exemption; no cross-committee interlocks reported involving ULH executives on other entities’ comp committees | Committee met once in 2024; no consultant used; no charter |
Expertise & Qualifications
- CPA; B.S.B.A. University of Illinois at Urbana-Champaign; deep logistics and audit background .
- Recognized industry leader with roles on multiple logistics associations and award recipient in supply chain management .
- Board notes his qualifications uniquely fit ULH’s logistics and audit oversight needs .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | As-of Date |
|---|---|---|---|
| Michael A. Regan | 614 | * (less than 1%) | March 7, 2025 |
Notes:
- Beneficial ownership definitions and inclusion of shares acquirable within 60 days are per SEC proxy rules .
- ULH’s securities trading policy prohibits hedging/monetization transactions without CFO pre-approval and restricts short-term trading; pre-clearance required for trades or 10b5-1 plans .
Governance Assessment
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Positives:
- Independent director with strong audit/logistics credentials; long-tenured (since 2013) with consistent meeting attendance (≥75%) and annual meeting participation, supporting board effectiveness .
- Active Audit Committee oversight at ULH (8 meetings), although Regan is not a member; board separation of Chair and CEO enhances oversight design .
- Hedging and short-term trading restrictions reduce misalignment risks at the director level .
-
Concerns/Red Flags:
- Controlled company status: majority voting power held by Moroun family trusts; compensation and executive committees led by insiders (Moroun/CEO Phillips), with Compensation Committee meeting only once and operating without a written charter—potentially weak independent oversight of pay and nominations .
- Significant related-party transactions with Moroun-affiliated entities (rent $19.7M in 2024; insurance $85.4M; operational support $13.7M), posing ongoing conflict-of-interest risk; Audit Committee reviews and approves, but optics may weigh on investor confidence .
- Ownership alignment: Regan’s beneficial ownership is modest (614 shares; <1%), and ULH discloses no executive stock ownership requirements; no director ownership guidelines disclosed, limiting “skin-in-the-game” signaling .
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Implications:
- Regan’s personal independence and qualifications are strong, but ULH’s controlled company structure and breadth of related-party dealings remain systemic governance risks that may overshadow individual director contributions. Continued transparency and robust Audit Committee oversight are critical mitigants .