Sector: Industrials
UNIVERSAL LOGISTICS HOLDINGS INC · Meeting: April 29, 2026
Directors FOR
1
Directors AGAINST
8
Say on Pay
AGAINST
Auditor
FOR
Election of Directors
Against Analysis
Belanger has served since 2016 and his full tenure overlaps the severe stock underperformance period; ULH's 3-year return of -21.3% trails the XLI industrials ETF by 88.2 percentage points, far exceeding the 30-point trigger threshold for companies with negative absolute returns, and the 5-year record similarly underperforms, so there is no long-term mitigant to downgrade the vote.
Calderone has served since 2009, giving him one of the longest tenures on the board during the period of sustained underperformance; ULH's stock has declined 21% over three years while the XLI ETF gained 67%, an 88-point gap that clearly triggers the underperformance rule, and the 5-year record provides no relief; additionally, his role as special trustee of the controlling family's trusts raises independence concerns despite an independent designation.
Gooden has served since 2018, meaning his entire tenure coincides with the period of significant underperformance; the 88-point gap between ULH's negative 3-year return and the XLI ETF's positive 67% return far exceeds the 30-point trigger, and the 5-year record confirms this is not a transient issue.
Matthew J. Moroun is the son of Matthew T. Moroun, the controlling shareholder and Board Chair; the policy calls for a No vote when a director has a familial relationship with senior management, and the controlling family holds over 72% of the stock, making this a direct proximity-to-top-management concern that is material to governance.
Matthew T. Moroun has been a director since 2004 and serves as Board Chair, making him the person most responsible for board oversight during the period of prolonged underperformance; ULH's 3-year return of -21.3% versus XLI's +66.9% represents an 88-point gap that triggers the underperformance rule, and the 5-year record does not provide relief.
Phillips has served as CEO and director since January 2020, and under the policy, executive directors are subject to the same stock performance trigger as all other directors independent of the Say on Pay vote; ULH's stock has lost 21% over three years while the XLI ETF gained 67%, and the 5-year return of -13.9% versus XLI's even stronger long-term performance confirms sustained underperformance with no mitigant.
Regan has served since 2013 and his entire tenure at the company overlaps with the period of severe underperformance; the 88-point gap between ULH's negative 3-year return and the XLI ETF benchmark far exceeds the 30-point trigger, and the 5-year record similarly underperforms, providing no basis to downgrade the vote to a FOR.
Wolfe has served since 2014, meaning his entire tenure covers the period of sustained stock underperformance; ULH's 3-year return of -21.3% versus XLI's +66.9% is an 88-point gap that clearly exceeds the 30-point threshold, and the 5-year performance confirms this is not a recent blip, so no mitigant applies.
For Analysis
Hudson joined the board in 2023, which is within the 24-month exemption window under the policy, so he is exempt from the TSR underperformance trigger and receives a FOR vote.
Eight of nine nominees receive an AGAINST vote: seven long-tenured directors (Belanger, Calderone, Gooden, Matthew T. Moroun, Phillips, Regan, Wolfe) trigger the TSR underperformance rule because ULH's 3-year stock return of -21.3% trails the XLI industrials ETF by 88 percentage points, far exceeding the 30-point threshold for companies with negative absolute returns, and the 5-year record provides no mitigating relief; Matthew J. Moroun is flagged for his familial relationship with the controlling shareholder; only Marcus Hudson receives a FOR vote as a director who joined within the past 24 months and is exempt from the TSR trigger.
CEO
Tim Phillips
Total Comp
$1,193,811
Prior Support
N/A
The CEO's pay structure has a fundamental design problem: nearly 59% of his total pay is fixed base salary, well above the 40% ceiling the policy uses to distinguish pay programs that genuinely put executives at risk versus those that are mostly guaranteed; the restricted stock awards vest purely on the passage of time with no performance conditions attached, meaning they function as delayed salary rather than true incentive pay, and the annual bonus is fully discretionary with no pre-set financial targets. Separately, even if the pay level itself were moderate, the pay-for-performance alignment test fails because ULH's stock has lost 21% over three years while the industrials benchmark (XLI) gained 67%, yet executives continued to receive above-baseline incentive awards — the entire purpose of variable pay is to connect executive outcomes to shareholder outcomes, and that connection is absent here.
Auditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$1,095,482
Non-Audit Fees
$22,000
Ernst & Young LLP is being proposed as the new auditor for 2026 (replacing Grant Thornton LLP, which performed the 2025 audit); as a newly appointed firm, tenure is effectively zero and the non-audit fee ratio is not yet applicable; EY is a Big 4 firm fully appropriate for a company of this size and complexity, so no policy triggers are met and a FOR vote is warranted.
The 2026 ULH annual meeting presents a deeply problematic ballot: eight of nine director nominees receive AGAINST votes due to sustained and severe stock underperformance (ULH's 3-year return of -21.3% trails the XLI ETF by 88 percentage points, with no 5-year relief), compounded by familial and controlling-shareholder governance concerns; the Say on Pay vote also fails because more than half of executive compensation is fixed, equity awards have no performance conditions, and incentive pay is not meaningfully tied to the shareholder experience. Only new director Marcus Hudson earns a FOR, and the newly appointed auditor Ernst & Young earns routine ratification.
