Richard P. Urban
About Richard P. Urban
Independent director of Universal Logistics Holdings, Inc. since 2004; age 83. Chair of the Audit Committee and designated an “audit committee financial expert.” Previously held executive supply and logistics roles at DaimlerChrysler AG and predecessor companies; M.B.A., Michigan State University. Attended at least 75% of Board/committee meetings in 2024, and attended the 2024 annual meeting. Independence affirmed by the Board under NASDAQ standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DaimlerChrysler AG (and predecessors) | Executive in supply and logistics | Not disclosed | Operational leadership across supply/logistics; experience informs financial oversight and audit chair duties |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No current external public board roles disclosed in proxy |
Board Governance
| Item | Detail |
|---|---|
| Independence status | Board determined Urban is independent under NASDAQ standards |
| Committee assignments | Audit Committee (Chair); not on Compensation or Executive Committees |
| Financial expert | Board determined Urban (and Belanger, Deane) are Audit Committee financial experts |
| Meetings/attendance | Board met 4 times in 2024; all directors attended at least 75% of Board and applicable committee meetings |
| Annual meeting attendance | All directors attended the 2024 annual meeting except Daniel J. Deane (Urban attended) |
| ESG committee linkage | Board’s ESG representative is Grant Belanger; Urban not designated for ESG |
| Controlled company status | ULH is a NASDAQ “controlled company”; not required to have majority independent board or fully independent comp/nom committees |
Fixed Compensation
| Component (Director, 2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Standard non-employee director retainer |
| Audit Chair retainer | $15,000 | Additional for Audit Committee Chair |
| Stock portion of retainer | $14,968 | Directors may elect up to $15,000 of retainer in shares; valued at $45.22 on May 6, 2024 |
| Fees actually received (Urban) | $50,032 cash; $14,968 stock; Total $65,000 | As reported for 2024 |
Performance Compensation
| Program Feature | Details |
|---|---|
| Performance-based metrics | Not disclosed for directors (director pay is cash retainer plus elective stock retainer; no PSU/options metrics disclosed) |
| Equity form/vesting | Annual grant of common stock as part of retainer, paid once annually; valuation based on grant-date price ($45.22 on May 6, 2024) |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Urban |
| Compensation committee interlocks | Company discloses no interlocks (and Urban is not on the Compensation Committee) |
Expertise & Qualifications
- Deep operating expertise in supply and logistics from DaimlerChrysler and predecessors; M.B.A. from Michigan State University, supporting financial oversight and risk control.
- Audit Committee financial expert; chairs Audit Committee overseeing financial reporting, internal controls, auditor selection, and independence. The Audit Committee met 8 times in 2024.
- Independent director designation under NASDAQ standards despite controlled company status.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Richard P. Urban | 11,568 | <1% | Based on 26,317,326 shares outstanding as of March 7, 2025 |
| Hedging/pledging policies | Hedging/monetization transactions are prohibited absent CFO pre-approval; trading policy governs directors and officers. No pledging policy disclosure specific to directors. | ||
| Section 16 filings | Company states all Section 16 reports for 2023 were timely filed by directors/officers to its knowledge. |
Governance Assessment
- Strengths
- Independent Audit Chair and designated financial expert; Audit Committee fully independent; 8 meetings in 2024 signal active oversight.
- Urban’s supply/logistics and financial oversight background aligns to ULH’s operational risk profile.
- Attendance: Urban met attendance thresholds and attended 2024 annual meeting, indicating engagement.
- Risk factors and potential red flags
- Controlled company: Compensation Committee consists of the Chair (controlling shareholder representative) and the CEO; reduces perceived independence of pay oversight.
- Significant related-party transactions with Moroun-affiliated entities (e.g., $7.9m corporate services; $19.7m rent; $85.4m insurance premiums; $13.7m maintenance/fueling; plus intercompany revenues/costs), creating inherent conflict risks that rely heavily on Audit Committee oversight.
- Governance shift to Nevada: Conversion highlights broader director/officer liability protections and higher removal thresholds, which may be viewed as entrenchment risk by some investors.
- Investor sentiment signal
- Say-on-pay support was >98% at the 2023 meeting, indicating broad investor support for compensation programs (context for governance climate).
Overall: Urban’s long tenure, independence, and technical finance expertise as Audit Chair are positives for financial oversight in a controlled company. However, the magnitude of related-party dealings and controlled-company exemptions (especially the non-independent Compensation Committee) are governance sensitivities; Nevada conversion may further concern some shareholders about accountability, increasing the importance of rigorous Audit Committee scrutiny under Urban’s chairmanship.