Tim Phillips
About Tim Phillips
Tim Phillips, age 59, is President and CEO of Universal Logistics Holdings (ULH) and a director since 2020. He has 35 years at ULH across operating and leadership roles and holds a B.B.A. in Business Management from Eastern Michigan University . Under Phillips, 2024 results improved: revenue rose 11.1% to $1.846B, operating margin expanded to 11.0% (from 8.8% in 2023), and net income increased 39.8% to $129.9M . Total Shareholder Return (TSR) for 2024 reached 260 (vs. 157 in 2023), while operating margin and revenue growth are among the company’s most important performance measures for pay-versus-performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Universal Logistics/affiliates | President & CEO | Jan 2020–present | Leads multi-segment (contract logistics, intermodal, trucking) platform; delivered 2024 revenue/margin/TSR improvements . |
| Universal Logistics | Executive Vice President, Transportation | ~2019 | Senior leadership across transportation operations . |
| Universal Intermodal Services, Inc. | President | Oct 2009–Jan 2019 | Led intermodal operations for a decade . |
| Predecessor to UACL Logistics, LLC | President | Jan 2007–Sep 2009 | Ran logistics predecessor operations . |
| Predecessor to Universal Intermodal Services, Inc. | Vice President | Oct 2004–Dec 2006 | Leadership in intermodal . |
| Universal (various operational roles) | Manager/Operator | Aug 1989–Oct 2004 | Built deep operating expertise since 1989 . |
External Roles
- No public company directorships or external board roles disclosed for Tim Phillips in the proxy .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 559,269 | 601,950 | 650,965 |
| Bonus – Discretionary Cash ($) | 588,000 | 378,000 | 410,000 |
| Total ($) | 1,147,402 | 1,232,090 | 1,236,098 |
- Effective Dec 8, 2024, Phillips’ base salary increased to $700,180 under his employment agreement .
Performance Compensation
- Equity type: Time-based restricted stock (no performance share units or options disclosed for NEOs in recent years) .
- 2024 stock awards grant-date fair value: $175,000 .
- 2024 vesting realized: 22,284 shares vested; value realized $1,023,727 (at $45.94) .
| Incentive Type | Metric | Weighting | Target | Actual | Payout/Value | Vesting |
|---|---|---|---|---|---|---|
| Annual cash bonus | Discretionary; historically considers Company and individual performance | Not disclosed | Not disclosed | Not formulaic | $410,000 (2024) | Cash paid Mar-2025 |
| Program risk assessment (indicative) | Operating ratios; Revenue growth (components of bonus programs) | Not disclosed | Not disclosed | Not disclosed | Not disclosed | N/A |
| Long-term equity | Stock price/TSR alignment via time-based RS | N/A | N/A | N/A | $175,000 grant-date value (2024) | Multi-year time-based schedules |
Most important performance measures (Pay vs Performance): Operating Margin; Revenue Growth; EBITDA Margin .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 97,276 shares (includes vested and non-vested RS) . |
| Percent of Class | “*” (less than 1%) as disclosed in the table format . |
| Shares Outstanding (Record Date) | 26,317,326 . |
| Unvested RS (12/31/2024) | 52,010 shares; market value $2,389,339 at $45.94 . |
| Options | None outstanding disclosed . |
| Ownership Guidelines | No stock ownership requirements for executive officers . |
| Hedging/Pledging | Hedging/monetization transactions prohibited without CFO pre-approval; pre-clearance required for trading/10b5-1 plans . |
Vesting Schedules (timing and potential selling pressure windows):
- 60,000-share award: 20,000 vested Jan 10, 2024; next 20,000 vests Jan 10, 2026; 10,000 each on Jan 10 of 2027 and 2028 (continued employment required) .
- 9,134-share award: vests 25% on each Mar 15, 2024–2027 .
- 5,887-share award granted Feb 10, 2025: vests 25% on each Mar 15, 2026–2029 .
Employment Terms
| Term | Key Economics / Covenants |
|---|---|
| Employment Agreement | Base salary (raised to $700,180 effective Dec 8, 2024); time-based RS awards including 60,000-share schedule noted above . |
| Severance – “Best Interest” termination | 12 months base salary + COBRA benefits (12 months) with separation agreement . |
| Disability | 3 months base salary + COBRA; plus any earned-but-unpaid bonus (table shows $110,000 placeholder as of 12/31/2024) . |
| Death | Base salary through date of death . |
| Resignation (with 3 months’ notice) | Base salary + COBRA through 3-month notice period (table assumes immediate termination after notice) . |
| Change in Control | No change-in-control agreements or payments for NEOs . |
| Non-Compete | 6 months post-termination; can be extended to 12 months if terminated in best interest of Company (with salary continuation) . |
| Non-Solicit | 24 months; hiring Company’s employee triggers payment of 30% of employee’s first-year gross compensation . |
| Clawback | Recoupment if incentive paid on financials later restated and lower payout would have applied . |
| Deferred Comp/Pension | No deferred comp; no pension/SERP . |
Payments Upon Termination (as of 12/31/2024; amounts illustrative per proxy table):
| Scenario | Base Salary ($) | Medical/Dental ($) | Bonus Continuation ($) | Total ($) |
|---|---|---|---|---|
| Just Cause | - | - | - | - |
| Death | - | - | - | - |
| Disability | 175,045 | 3,935 | 110,000 | 288,980 |
| Best Interest of Company | 700,180 | 15,740 | - | 715,920 |
| Resignation (assumes immediate) | 175,045 | - | - | 175,045 |
| Retirement | 175,045 | - | 110,000 | 285,045 |
Note: Certain unvested RS continue vesting upon voluntary retirement after age 62 if covenants are honored .
Board Governance
- Role: Director since 2020; CEO since January 2020 .
- Committees: Member, Compensation Committee (with Chair Matthew T. Moroun); Member, Executive Committee (with Chair Matthew T. Moroun) .
- Board structure: ULH is a NASDAQ “controlled company” (Moroun family trusts >50% voting power), exempt from majority-independent board, independent-only compensation and nominating committees . The Board reports seven independent directors; Board met four times in 2024; all incumbents attended ≥75% of meetings .
- Compensation Committee Interlocks: Compensation Committee comprised of the Chair of the Board (Moroun) and the CEO (Phillips); Board (not the Committee) evaluates CEO pay and administers equity awards for NEOs and directors; no compensation consultant used; Committee operates without a written charter .
Director Compensation (as a Director)
- As an employee-director, Phillips receives no additional director compensation (CEO pay shown in NEO tables) .
Say-on-Pay & Shareholder Feedback
- 2023 say-on-pay received overwhelmingly positive support: >98% of shares represented and >97% of votes cast in favor; next say-on-pay in 2026; next frequency vote in 2029 .
Compensation Structure Analysis (alignment, risks)
- Bonuses are discretionary (no disclosed formula/targets), with the program considering operating performance and individual results; historical program components include operating ratios and revenue growth (no disclosed weightings), which reduces transparency of pay-for-performance rigor .
- Long-term incentives emphasize time-based RS (no disclosed PSUs/options), improving retention and stock alignment but offering limited direct linkage to multi-year operating/TSR targets .
- No executive stock ownership requirements, which weakens alignment safeguards relative to many peers .
- Strong 2024 fundamentals (revenue growth, margin expansion, net income growth) and higher TSR provide ex-post alignment backdrop, but incentives were not formulaically tied to specific 2024 targets in disclosures .
Related Party Transactions (Governance overhang)
- In 2024 ULH paid Moroun-affiliated entities $7.9M for shared services, $19.7M in rent, and $85.4M for insurance; revenue with Moroun-affiliated trucking companies was $1.7M; other affiliate transactions included maintenance/fueling support of $13.7M and equipment purchases of $4.5M .
- ULH is a controlled company with Moroun family trusts controlling ~73% via trust structures; Phillips is not a beneficiary/trustee (his beneficial ownership is 97,276 shares; less than 1%) .
Equity Ownership & Vesting Detail (Tim Phillips)
| Item | Count/Value |
|---|---|
| Beneficially owned shares | 97,276 |
| Percent of class | * (less than 1%) |
| Non-vested RS (12/31/2024) | 52,010; MV $2,389,339 at $45.94 |
| 2024 vested RS | 22,284; value realized $1,023,727 |
Performance & Track Record (under Phillips)
| Metric | 2023 | 2024 |
|---|---|---|
| Operating Revenues ($) | 1,662,139,000 | 1,846,035,000 |
| Operating Margin (%) | 8.8% | 11.0% |
| Net Income ($) | 92,901,000 | 129,907,000 |
| TSR (Value of $100) | 157 | 260 |
Compensation & Ownership Tables
Summary Compensation (NEO – Tim Phillips)
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 559,269 | 601,950 | 650,965 |
| Bonus ($) | 588,000 | 378,000 | 410,000 |
| Stock Awards ($) | - | 252,007 | 175,000 |
| All Other Comp ($) | 133 | 133 | 133 |
| Total ($) | 1,147,402 | 1,232,090 | 1,236,098 |
Outstanding Equity (12/31/2024)
| Item | Amount |
|---|---|
| Non-vested RS (shares) | 52,010 |
| Market value non-vested RS ($) | 2,389,339 at $45.94 |
| Option awards | None |
Stock Vested in 2024
| Item | Shares | Value ($) |
|---|---|---|
| RS vested in 2024 | 22,284 | 1,023,727 |
Board Service History & Committee Roles (Dual-role implications)
- Director since 2020; CEO since January 2020 .
- Committees: Compensation Committee (member); Executive Committee (member) .
- Dual-role implications: ULH’s controlled company status permits the Compensation Committee to comprise the Chair of the Board and the CEO; Board retains CEO pay-setting, but absence of independent-only comp committee and use of discretion in bonuses present governance risk for pay independence .
Investment Implications
- Pay-for-performance rigor: Heavy reliance on discretionary annual bonuses and time-based RS (no PSUs), plus no executive ownership guidelines, weakens structural alignment relative to best practice, though 2024 financial/TSR outcomes were strong .
- Retention and selling pressure: Significant unvested RS through 2028 (notably 20,000 shares vesting Jan 10, 2026; additional vesting in 2027–2029) supports retention but creates identifiable 10b5-1 selling windows around vest dates .
- Severance economics: No change-of-control payments and modest severance (12 months salary + COBRA) curb windfall risk; non-compete/non-solicit covenants further manage transition risk .
- Governance risk: Controlled company exemptions and CEO membership on the Compensation Committee elevate independence concerns and potential perception of pay-setting conflicts, though Board reserves CEO pay decisions and say-on-pay support has been very high .
- Related-party footprint: Extensive related-party transactions with controlling shareholders (services, rent, insurance) are structurally approved via Audit Committee review but remain a standing governance overhang for some investors .