DEF 14A of Universal Logistics Holdings, Inc.
Filed Mar 31, 2026 · FY20250001193125-26-134611
Directors
Directors The Board of Directors currently consists of ten (10) directors. Each director is elected annually and serves until the next annual meeting of stockholders and until his or her successor is duly elected and qualified, or until such director’s earlier resignation, removal, or death. One current director has advised the Company that he will not stand for re-election at the Annual Meeting. Accordingly, the Board of Directors has nominated nine (9) individuals for election at the Annual Meeting. The biographical information set forth below for each director nominee includes information regarding the nominee’s service as a director, business experience, directorships held currently or at any time during the past five years, and the experience, qualifications, attributes, and skills that led the Board of Directors to conclude that the nominee should serve as a director.
Directors
| Grant E. Belanger | Director Since 2016 |
Directors
Grant E. Belanger, 65, is the principal of G. Belanger Consultants LLC, a management consulting firm. Mr. Belanger spent 30 years at Ford Motor Company, where he held senior management roles, including Executive Director of Material Planning and Logistics. While at Ford, he also served on the board of directors of Ford Otosan, a publicly traded joint venture between Ford Motor Company and Koç Holding A.Ş. in Turkey. He currently serves as Chair of our Audit Committee. Mr. Belanger brings extensive leadership experience in global manufacturing, transportation, and logistics, along with strong financial and governance expertise. His background in managing complex supply chains and capital-intensive operations, combined with his original equipment manufacturer perspective, provides valuable insight to the Board. The Board believes Mr. Belanger’s experience and judgment make him well-qualified to serve as a director and recommends his election.
Directors
| Frederick P. Calderone | Director Since 2009 |
Directors
Frederick P. Calderone, 75, retired in 2016 after more than 20 years as Vice President of CenTra, Inc., a diversified holding company owned by the Moroun family. Earlier in his career, Mr. Calderone was a partner with Deloitte, Haskins & Sells. Since 1998, he has served as a member of the board of directors of PAMT CORP. Mr. Calderone brings deep technical expertise in financial reporting, generally accepted accounting principles, taxation, budgeting, and financial analysis, developed through decades of senior executive and public-company board service. His long-standing experience advising transportation and logistics businesses provides the Board with critical insight into complex accounting matters, tax planning, and regulatory compliance. The Board believes Mr. Calderone’s specialized accounting and tax expertise, together with his extensive public-company governance experience, makes him uniquely qualified to serve as a director and strongly supports his election.
Directors
| Clarence W. Gooden | Director Since 2018 |
Directors
Clarence W. Gooden, age 74, retired from CSX Corporation in May 2017 after a 47-year career. During his tenure, Mr. Gooden held numerous senior leadership roles, including Vice Chairman and President from September 2015 through February 2017. Mr. Gooden currently serves on the board of Milestone Investment Holdings, LLC. He previously served as a director of the National Association of Manufacturers, TTX Company, and the National Freight Transportation Association, and as a member of the Atlanta Federal Reserve Bank Trade and Transportation Advisory Council. Mr. Gooden brings extensive executive leadership experience and deep industry relationships across railroads, transportation, logistics, finance, energy, and commodities. His perspective as a former chief executive of a major transportation enterprise provides valuable insight into large-scale operations, capital allocation, and strategic execution. The Board believes Mr. Gooden’s experience, industry stature, and strategic judgment make him well-qualified to serve as a director and recommends his election.
Directors
| Marcus D. Hudson | Director Since 2023 |
Directors
Marcus D. Hudson, age 55, is Senior Managing Director of Calderone Hudson Group, where he specializes in insolvency and restructuring advisory services. He is currently a member of our Audit Committee. Mr. Hudson has more than 25 years of senior financial leadership, consulting, and advisory experience across a range of industries, including manufacturing, municipalities, and utilities. He has held senior leadership roles with the Wayne County Airport Authority, Tecumseh Products Company, and BBK, Ltd. Mr. Hudson is a certified public accountant and holds an M.B.A. from the University of Michigan Ross School of Business and a B.A. in Accounting from Michigan State University. Mr. Hudson brings strong financial, accounting, and restructuring expertise, along with experience advising organizations through periods of change. His understanding of capital structure, liquidity management, and operational finance, combined with familiarity with the industries served by the Company’s customers, provides valuable insight to the Board. The Board believes Mr. Hudson’s experience and judgment make him well-qualified to serve as a director and recommends his election.
Directors
| Matthew T. Moroun | Director Since 2004 |
Directors
Matthew T. Moroun, age 52, serves as Chair of our Board of Directors, Executive Committee, and Compensation Committee. Mr. Moroun plays a significant role in shaping the management and operating policies of a portfolio of family-owned businesses engaged in transportation, insurance, business services, and real estate development and management. He has served as a director of PAMT CORP since 1992 and has served as its Chair since 2007, providing decades of continuity in public-company governance and leadership. Mr. Moroun brings long-standing, hands-on leadership experience overseeing complex, asset-intensive businesses with significant operating, regulatory, and capital requirements. His experience spans transportation, automotive, real estate, infrastructure, and government relations, and includes deep involvement in strategic planning, capital allocation, executive compensation, and risk oversight. Mr. Moroun’s first-hand knowledge of market-leading practices and long-term industry cycles provides the Board with valuable perspective as it oversees the Company’s strategy and execution. The Board believes Mr. Moroun’s leadership, experience, and institutional knowledge make him uniquely qualified to serve as Chair and strongly support his election as a director.
Directors
| Matthew J. Moroun | Director Since 2020 |
Directors
Matthew J. Moroun, age 25, is a director of Universal and holds leadership roles within other Moroun family-owned businesses engaged in transportation and business services. In these roles, Mr. Moroun has developed hands-on operating experience in transportation logistics and large-scale, project-driven operations, including businesses serving infrastructure and construction end markets. He has served as a director of PAMT CORP since 2020. Mr. Moroun holds a B.B.A. in Finance from the University of Notre Dame Mendoza College of Business. Mr. Moroun brings an emerging operational perspective informed by strong financial and accounting acumen, including a solid understanding of financial statements, cost structures, and capital deployment in asset-intensive businesses. His combination of financial training and hands-on exposure to transportation-related operations supporting complex infrastructure and construction projects provides valuable insight to the Board. The Board believes Mr. Moroun’s financial sophistication, developing industry expertise, and long-term alignment with stockholder interests make him well-qualified to serve as a director and recommends his election.
Directors
| Tim Phillips | Director Since 2020 |
Directors
Tim Phillips, age 60, has served as our President and Chief Executive Officer since January 2020. Mr. Phillips joined Universal in 1989 and has held a wide range of senior leadership and operational roles across the Company over more than three decades. Mr. Phillips holds a Bachelor of Business Administration in Business Management from Eastern Michigan University. Mr. Phillips brings deep institutional knowledge and hands-on operating expertise across the Company’s business segments, together with a disciplined, detail-oriented management approach. His comprehensive understanding of day-to-day operations, customer requirements, cost structures, and execution risks enables effective oversight of financial performance and strategic initiatives. The Board believes Mr. Phillips’s proven leadership, operational insight, and long-standing commitment to the Company make him uniquely qualified to serve as President and Chief Executive Officer and strongly support his election as a director.
Directors
| Michael A. Regan | Director Since 2013 |
Directors
Michael A. Regan, age 71, is Chief Relationship Development Officer of TranzAct Technologies, Inc., a privately held logistics information company he co-founded in 1984. He previously served as Chief Executive Officer and Chair of TranzAct until 2011. Earlier in his career, Mr. Regan held positions with Bank of America, Price Waterhouse, and Union Pacific Corporation. Mr. Regan is a certified public accountant and holds a B.S.B.A. from the University of Illinois at Urbana-Champaign. Mr. Regan brings extensive leadership experience in the logistics industry, together with strong financial, accounting, and audit expertise. His background founding and leading a logistics technology company, combined with prior experience in internal and external auditing, provides valuable insight into industry operations, financial controls, and risk oversight. The Board believes Mr. Regan’s experience and judgment make him well-qualified to serve as a director and recommends his election.
Directors
| H. E. Scott Wolfe | Director Since 2014 |
Directors
H. E. Scott Wolfe, age 80, previously served as our Chief Executive Officer from December 2012 through December 2014. Mr. Wolfe served as President and Chief Executive Officer of LINC Logistics Company, now a subsidiary of the Company, from March 2002 to December 2012, and led the development of Logistics Insight Corp., also a subsidiary, from its formation in 1992. Earlier in his career, Mr. Wolfe held logistics and transportation leadership roles at American Motors Corporation and General Motors. Mr. Wolfe brings deep industry experience and first-hand knowledge of the Company’s asset-light operating model, developed through decades of leadership in logistics and transportation businesses. His background building and managing logistics enterprises, combined with his experience in corporate and operational roles, provides valuable perspective on strategy, execution, and risk oversight. The Board believes Mr. Wolfe’s experience and judgment make him well-qualified to serve as a director and recommends his election.
Director Compensation
Director Compensation The following table sets forth the compensation information for the one-year period ending December 31, 2025, for each non-employee director who served during such period.
Director Compensation
| Name (1) | Fees Earned or Paid in Cash ($) | Fees Earned or Paid in Stock ($) (2) | All Other Compensation ($) | Total ($) | | Grant E. Belanger | 58,346 | 14,987 | — | 73,333 | | Frederick P. Calderone | 50,000 | — | — | 50,000 | | Daniel J. Deane (3) | 27,500 | — | — | 27,500 | | Clarence W. Gooden | 50,000 | — | — | 50,000 | | Marcus D. Hudson (4) | 52,500 | — | — | 52,500 | | Matthew J. Moroun | 35,013 | 14,987 | — | 50,000 | | Matthew T. Moroun | 85,013 | 14,987 | — | 100,000 | | Michael A. Regan | 42,001 | 7,999 | — | 50,000 | | Richard P. Urban | 48,334 | 9,999 | — | 58,333 | | H.E. Scott Wolfe | 50,000 | — | — | 50,000 |
Director Compensation
(1) Our CEO, Tim Phillips, serves on our Board. He has been omitted from this table since he is our employee and did not receive any additional compensation for his board service. Mr. Phillips’ compensation is included in the Summary Compensation Table on page 25 of this proxy statement. (2) This column reflects the value of shares of common stock granted as part of the annual retainer paid to non-employee directors based on the closing market price of $22.47 per share of our common stock on May 5, 2025, which was the date of the grant, as reported on the NASDAQ Global Market. (3) Mr. Deane served as a director until his death on September 21, 2025. Compensation reported reflects prorated director compensation earned during 2025. The Company appointed Mr. Hudson to the Audit Committee on October 22, 2025. Compensation shown includes prorated committee compensation earned for service during 2025. Compensation Arrangements for Non-Employee Directors The compensation of non-employee directors is determined by the Board of Directors. For fiscal year 2025, each non-employee director received an annual cash retainer of $50,000. The Chair of the Board, which is a non-officer position, received an annual retainer of $100,000. The Chair of the Audit Committee received an additional annual retainer of $15,000, and each other member of the Audit Committee received an additional annual retainer of $5,000. The director serving as the Board’s representative to the Environmental, Social and Governance Committee received an additional annual retainer of $10,000. Each non-employee director may elect to receive up to $15,000 of his or her annual retainer in the form of shares of the Company’s common stock. The cash portion of the annual retainer is paid in two installments during the year, and any stock portion elected is paid once annually. In addition, the Company reimburses directors for reasonable expenses incurred in connection with attendance at Board and committee meetings, including travel, lodging, and related expenses.
Summary Compensation Table
Summary Compensation Table The following table sets forth information regarding the compensation of the Company’s named executive officers for the fiscal years ended December 31, 2025, 2024, and 2023, as required by applicable Securities and Exchange Commission rules.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | All Other Compensation(3) ($) | Total ($) | | Tim Phillips Chief Executive Officer and President | 2025 | 700,180 | 318,500 | 175,020 | 111 | 1,193,811 | | | 2024 | 650,965 | 410,000 | 164,913 | 133 | 1,226,011 | | | 2023 | 601,950 | 378,000 | 252,007 | 133 | 1,232,090 | | Jude Beres Chief Financial Officer and Treasurer | 2025 | 548,314 | 210,000 | 223,599 | 111 | 982,024 | | | 2024 | 524,645 | 308,747 | 166,927 | 133 | 1,000,452 | | | 2023 | 503,373 | 246,000 | 232,887 | 133 | 982,393 |
Summary Compensation Table
(1) Amounts shown represent discretionary cash bonuses earned with respect to the applicable fiscal year and paid in March of the following year. (2) Amounts shown in the Stock Awards column reflect the grant date fair value of time-based restricted stock awards granted during the applicable fiscal year, calculated in accordance with ASC Topic 718 (Compensation—Stock Compensation), excluding the effect of estimated forfeitures. The assumptions used in determining the grant date fair value of these awards are discussed in Note 15, “Stock-Based Compensation,” to the consolidated financial statements included in Item 8 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. (3) Amounts shown represent premiums paid by the Company for term life insurance.
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table provides information as of December 31, 2025, regarding outstanding equity awards for each of the Company’s named executive officers.
Outstanding Equity Awards at Fiscal Year-End
| | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Tim Phillips | — | — | — | — | — | 54,323 (2) | 825,166 | — | — | | Jude Beres | — | — | — | — | — | 15,658 (3) | 237,845 | — | — |
Outstanding Equity Awards at Fiscal Year-End
(1) Based on the closing market price of $15.19 per share of the Company’s common stock as reported on the NASDAQ Global Market on December 31, 2025. (2) Includes restricted stock awards to Mr. Phillips consisting of (i) 60,000 shares vesting in installments through January 10, 2028, (ii) 9,134 shares vesting in equal annual installments through March 15, 2027, (iii) 5,160 shares granted on February 14, 2024, vesting in equal annual installments beginning March 15, 2028, and (iv) 5,887 shares granted on February 10, 2025, vesting in equal annual installments beginning March 15, 2026. Excludes 7,215 shares granted on February 4, 2026, which were not outstanding as of December 31, 2025. (3) Includes restricted stock awards to Mr. Beres consisting of (i) 8,441 shares granted on March 24, 2023, vesting in equal annual installments through March 15, 2027, (ii) 5,223 shares granted on February 14, 2024, vesting in equal annual installments through March 15, 2028, and (iii) 7,521 shares granted on February 10, 2025, vesting in equal annual installments beginning March 15, 2026. Excludes 7,400 shares granted on February 4, 2026, which were not outstanding as of December 31, 2025.
Stock Vested in 2025
Stock Vested in 2025 The following table sets forth information regarding restricted stock awards that vested during fiscal year 2025 for each of the Company’s named executive officers.
Stock Vested in 2025
| Name | Option Awards | | Stock Awards | | | | Number of shares acquired on exercise | Value realized on exercise ($) | Number of shares acquired on vesting | Value realized on vesting ($) (1) | | Tim Phillips | — | — | 3,574 | 93,353 | | Jude Beres | — | — | 3,416 | 89,226 |
Stock Vested in 2025
(1) The value realized on vesting is based on the closing market price of $26.12 per share of the Company’s common stock as reported on the NASDAQ Global Market on the applicable vesting date during fiscal year 2025.
Potential Payments Upon Termination or Change In Control
Potential Payments Upon Termination or Change In Control This section describes and quantifies the potential payments and benefits that would have been payable to the Company’s named executive officers in connection with a termination of employment, assuming such termination occurred on December 31, 2025. The discussion below reflects the material terms of the Company’s employment arrangements and equity award agreements in effect as of that date. The Company has an employment agreement with Tim Phillips, President and Chief Executive Officer. The Company does not have a written employment agreement with Jude M. Beres, Chief Financial Officer and Treasurer. The Company does not maintain any agreements, plans, or arrangements that provide for payments or benefits to any named executive officer solely upon the occurrence of a change in control of the Company. Termination for Cause In the event a named executive officer’s employment is terminated for “cause,” including for reasons such as conviction of a crime, moral turpitude, gross negligence, willful misconduct, intentional failure to perform duties, insubordination, or dishonesty, the Company would have no obligation to provide severance pay, bonuses, or benefits beyond amounts earned through the date of termination. Termination Due to Death In the event of a named executive officer’s death, the Company would pay base salary earned through the date of death. Any additional benefits would be determined in accordance with applicable benefit plans and award agreements. Termination Due to Disability If a named executive officer becomes disabled and is unable to perform his duties, the Company may terminate his employment. In the event Mr. Phillips’ employment were terminated due to disability, he would be entitled to receive base salary and continued benefits for a period of three months following the date of disability, as well as any bonus earned but unpaid. Any unpaid bonus would be paid in accordance with the timing contemplated at the time of award. Termination in the Best Interests of the Company If the Board of Directors determines that terminating a named executive officer’s employment would be in the best interests of the Company, the Company would generally have no obligation to provide severance pay or continued benefits beyond the termination date. However, under his employment agreement, if Mr. Phillips’ employment were terminated under such circumstances, he would be entitled to receive base salary and COBRA continuation benefits for a period of 12 months, subject to his execution of a separation agreement and release of claims within the applicable time period. Resignation or Retirement Mr. Phillips may resign from employment upon providing three months’ prior written notice. The Company may elect to terminate his employment prior to the expiration of the notice period. In either case, Mr. Phillips would be entitled to receive base salary and continued benefits through the end of the notice period. Upon retirement, a named executive officer would also be entitled to receive any bonus earned but unpaid, payable in accordance with the terms of the applicable award. Post-Employment Obligations Under his employment agreement, Mr. Phillips has agreed to customary post-employment restrictive covenants, including non-competition, non-solicitation, and confidentiality obligations. Specifically: • Mr. Phillips is subject to a non-competition covenant for a period of six months following termination of employment, which may be extended to 12 months if his employment is terminated in the best interests of the Company, in which case corresponding salary continuation applies. • Mr. Phillips is subject to non-solicitation covenants for a period of 24 months following termination, covering employees of the Company and certain affiliated entities. • If Mr. Phillips hires an employee of the Company or a specified affiliate during the restricted period, he is required to pay 30% of the employee’s first year gross compensation. • Mr. Phillips is subject to ongoing confidentiality obligations with respect to the Company’s proprietary information. Treatment of Equity Awards Unvested restricted stock awards are generally forfeited upon termination of employment. However, certain equity award agreements provide for continued vesting or accelerated vesting in specified circumstances, including termination due to death, disability, termination without cause, retirement after reaching a specified age, or other circumstances approved by the Board of Directors or the Compensation Committee. Under Mr. Phillips’ restricted stock award agreements, if his employment terminates due to voluntary retirement after attaining age 62, and subject to compliance with applicable post-employment covenants, any unvested restricted stock awards will continue to vest in accordance with their original vesting schedules. Employment Agreement with Mr. Phillips The Company entered into an employment agreement with Mr. Phillips effective January 10, 2020. The agreement governs base salary, severance entitlements, post-employment restrictive covenants, and treatment of compensation upon termination. The agreement does not provide for payments or benefits triggered by a change in control. Potential Payments Table The following tables set forth estimated amounts that would have been payable to each named executive officer upon termination of employment, assuming termination occurred on December 31, 2025, the last day of the Company’s 2025 fiscal year. The amounts shown are estimates and are based on the terms of the applicable agreements and benefit plans in effect as of that date. Actual amounts payable would depend on the circumstances and timing of any termination. Except as otherwise noted, any severance payments would have been paid in equal installments in accordance with the Company’s regular payroll practices.
Potential Payments Upon Termination or Change In Control
| | Tim Phillips | | | | | | | Benefits and Payments Upon Termination | Just Cause ($) | Death ($) | Disability ($) | Best Interest of the Company ($)(1) | Resignation ($)(2) | Retirement ($) | | Base Salary | — | — | 175,045 | 700,180 | 175,045 | 175,045 | | Continuation of Medical and Dental Benefits (3) | — | — | 4,238 | 16,952 | — | — | | Continuation of Cash Bonus Awards (4) | — | — | 20,000 | — | — | 20,000 | | Acceleration of Restricted Stock Awards (5) | — | — | — | — | — | — | | Total: | — | — | 199,283 | 717,132 | 175,045 | 195,045 |
Potential Payments Upon Termination or Change In Control
(1) Represents continuation of base salary and benefits for a period of 12 months following a termination determined by the Board to be in the best interests of the Company, subject to execution of a separation agreement and release of claims. (2) Assumes the Company terminates employment immediately upon receipt of notice of intent to resign, rather than allowing the notice period to run. (3) Represents the estimated value of COBRA medical and dental premium payments during the applicable continuation period. (4) Upon termination due to disability or retirement, Mr. Phillips is entitled to receive any discretionary cash bonus earned but unpaid as of the termination date. Such amounts would be paid in one or more installments in accordance with the original bonus payment schedule. (5) Accelerated vesting of unvested restricted stock awards upon voluntary retirement is contingent upon Mr. Phillips having reached age 62 and continued compliance with post-employment restrictive covenants. No equity acceleration is assumed in the table.
Potential Payments Upon Termination or Change In Control
| | Jude Beres | | | | | | | Benefits and Payments Upon Termination | Just Cause ($) | Death ($) | Disability ($) | Best Interest of the Company ($) | Resignation ($) | Retirement ($) | | Base Salary | — | — | — | — | — | — | | Continuation of Medical and Dental Benefits | — | — | — | — | — | — | | Continuation of Cash Bonus Awards (1) | — | — | — | — | — | 83,000 | | Acceleration of Restricted Stock Awards | — | — | — | — | — | — | | Total: | — | — | — | — | — | 83,000 |
Potential Payments Upon Termination or Change In Control
Upon retirement, retirement, Mr. Beres is entitled to receive any discretionary cash bonus amounts earned but unpaid as of the retirement date. Such amounts would be paid in accordance with the timing contemplated at the time of award.
Pension Benefits Table
Pension Benefits Table We have not maintained during any period that our named executive officers have been employed by us any defined benefit pension plans or similar arrangements that would require disclosure in a Pension Benefits Table.
Non-Qualified Deferred Compensation
Non-Qualified Deferred Compensation We did not offer or provide our named executive officers with any non-qualified deferred compensation arrangements during fiscal year 2025, and no amounts were contributed, earned, or paid under any such plans during that year.
Pay Versus Performance Table
Pay Versus Performance Table The following table sets forth information for the fiscal years ended December 31, 2025, 2024, 2023, 2022, and 2021 concerning the compensation of our named executive officers relative to our performance.
Pay Versus Performance Table
| | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for CEO (1) | Compensation Actually Paid to CEO (2) | Average Summary Compensation Table Total for Non-CEO NEOs (3) | Average Compensation Actually Paid to Non-CEO NEOs (2)(3) | Total Stockholder Return (4) | Peer Group Total Stockholder Return (5) | Net Income (Loss) | Operating Margin (6) | | 2025 | 1,193,811 | (633,054) | 982,024 | 323,480 | 80 | 139 | (99,873,000) | (4.1)% | | 2024 | 1,226,011 | 2,299,841 | 1,000,452 | 1,315,576 | 237 | 126 | 129,907,000 | 11.0% | | 2023 | 1,232,090 | 908,818 | 982,393 | 956,923 | 143 | 123 | 92,901,000 | 8.8% | | 2022 | 1,147,402 | 2,055,927 | 828,823 | 935,448 | 168 | 92 | 168,632,000 | 11.9% | | 2021 | 1,000,165 | 896,040 | 871,654 | 862,679 | 93 | 113 | 73,733,000 | 5.9% |
Pay Versus Performance Table
(1) Represents the total compensation of Tim Phillips, the Company’s Chief Executive Officer, as reported in the Summary Compensation Table for each fiscal year presented (2) “Compensation Actually Paid” (“CAP”) is calculated in accordance with Item 402(v) of Regulation S-K and reflects adjustments to the Summary Compensation Table totals, including adjustments related to equity awards and pension benefits, as applicable. See the Reconciliation of Compensation Actually Paid Adjustments table below for additional details. (3) Since Jude M. Beres, the Company’s Chief Financial Officer, is the only non-CEO named executive officer, the amounts reported for non-CEO named executive officers reflect compensation for Mr. Beres for all periods presented. (4) Total Stockholder Return (“TSR”) assumes an initial investment of $100 on December 31, 2020 and is calculated by dividing (a) the sum of the cumulative amount of dividends paid during the applicable period, assuming dividend reinvestment, and (b) the difference between the Company’s stock price at the end and the beginning of the measurement period, by the stock price at the beginning of the measurement period. (5) Peer Group TSR is calculated using the same methodology as Company TSR and is based on the Nasdaq Transportation Index, which is the same peer group used in the Company’s performance graph included in Part II, Item 5 of its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. (6) Operating margin is calculated as income from operations divided by total revenues, as reported in the Company’s audited financial statements for the applicable fiscal year.
Pay Versus Performance Table
| Year | Summary Compensation Table “Total” Column ($) | Subtract Summary Compensation Table “Stock Awards” Column ($) | Add Year-End Fair Value of Unvested Equity Awards Granted in Year ($) | Add / (Subtract) Year Over Year Change in Fair Value of Unvested Equity Awards Granted in Prior Years ($) | Add / (Subtract) Year Over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in Year ($) | Compensation Actually Paid ($) | | CEO | | | | | | | | 2025 | 1,193,811 | (175,020) | 89,424 | (1,670,432) | (70,837) | (633,054) | | 2024 | 1,226,011 | (164,913) | 237,050 | 932,019 | 69,674 | 2,299,841 | | 2023 | 1,232,090 | (252,007) | 255,935 | (325,200) | (2,000) | 908,818 | | 2022 | 1,147,402 | — | — | 911,250 | (2,725) | 2,055,927 | | 2021 | 1,000,165 | — | — | (112,450) | 8,325 | 896,040 | | Non-CEO NEOs (1) | | | | | | | | 2025 | 982,024 | (223,599) | 114,244 | (481,484) | (67,705) | 323,480 | | 2024 | 1,000,452 | (166,927) | 239,945 | 207,030 | 35,076 | 1,315,576 | | 2023 | 982,393 | (232,887) | 236,517 | (27,100) | (2,000) | 956,923 | | 2022 | 828,823 | — | — | 109,350 | (2,725) | 935,448 | | 2021 | 871,654 | — | — | (17,300) | 8,325 | 862,679 |
Pay Versus Performance Table
Since Jude M. Beres, the Company’s Chief Financial Officer, is the only non-CEO named executive officer, the amounts reported for non-CEO named executive officers reflect compensation for Mr. Beres for all periods presented.
Relationship between Compensation Actually Paid and Performance
Relationship between Compensation Actually Paid and Performance The following graphs illustrate the relationship between compensation actually paid, as disclosed in the Pay Versus Performance table, and each of the following performance measures for the fiscal years presented: • the Company’s total stockholder return; • the total stockholder return of the Peer Group Index; • net income; and • operating margin. The graphs are intended to provide a supplemental, graphical depiction of how compensation actually paid to our named executive officers compares with certain financial and market performance measures over the applicable periods. The relationships shown are not intended to imply a direct or formulaic relationship between compensation actually paid and any single performance measure. Relationship Between Compensation Actually Paid and Peer Group TSR Relationship Between Compensation Actually Paid and Net Income Relationship Between Compensation Actually Paid and Operating Margin
Election of Directors
Election of Directors The Board of Directors has nominated the following individuals for election to serve as directors of Universal Logistics Holdings, Inc. until the Company’s 2027 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified: • Grant E. Belanger • Frederick P. Calderone • Clarence W. Gooden • Marcus D. Hudson • Matthew J. Moroun • Matthew T. Moroun • Timothy Phillips • Michael A. Regan • H. E. Scott Wolfe Each nominee has consented to being named in this proxy statement and has indicated a willingness to serve if elected. Unless authority to vote for the election of directors is withheld, the persons named as proxies intend to vote FOR the election of each of the nominees listed above. If any nominee becomes unavailable for election for any reason before the Annual Meeting, the Board of Directors may designate a substitute nominee, and the proxies will vote the shares represented by proxy FOR the election of such substitute nominee. If no substitute nominee is designated, the proxies will vote the shares represented by proxy FOR the election of the remaining nominees. The Board of Directors has no present reason to believe that any nominee will be unable or unwilling to serve.
The Board of Directors Recommends Stockholders Vote
The Board of Directors Recommends Stockholders Vote
FOR
FOR
Each of the Nominees Named Above
Each of the Nominees Named Above