Velarion · Company Intelligence
Compensation Brief
Fiscal year 2025 · Filings through 2026-05-01

Universal Logistics Holdings (ULH)

CEO Tim Phillips was paid $1,193,811 in fiscal year 2025, ↓ down 3.4% from fiscal year 2024 (SEC filing 0001193125-26-134611 ↗): executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.

$1,193,811 ↓
Tim Phillips total, FY2025
—
CEO pay percentile vs peers
26:1
CEO-to-median pay ratio
99.32%
Say-on-pay support, latest vote

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Sample answer — “What is the CEO’s total compensation?”
- Tim Phillips (President and Chief Executive Officer), FY2025 total compensation $1,193,811 (base salary $700,180) [exec_comp, SEC accession 0001193125-26-134611, filed 2026-03-31]

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ULH's next annual pay disclosure, estimated March 31, 2027.est. Filing ↗

01

Summary Compensation Table — fiscal year 2025

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
Tim Phillips$700,180$318,500$175,020$0$0$0$111$1,193,811
President and Chief Executive Officer
Jude Beres548,314210,000223,599000111982,024
Chief Financial Officer and Treasurer

A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.

Three-year trend — total compensation per named executive

Named executive officerFY2025 totalFY2024 totalFY2023 totalΔ FY2024→2025
Tim Phillips$1,193,811$1,236,098$1,232,090↓ −42,287
Jude Beres982,0241,057,100982,393↓ −75,076

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

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Companies that benchmark against ULH
3 companies name ULH as a compensation peer

Each company listed discloses ULH in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named ULH in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.

01b

Executives — the named officers

One page per officer: the same table above, read for one person at a time — his own figure and every fiscal year the register holds.

ExecutiveRoleFY2025 total
Jude BeresCFO$982,024
Tim PhillipsCEO$1,193,811
01c

Board of directors

One page per director: the seat, the committees and the fee table, read for one person at a time.

DirectorRoleFY2025 total
Clarence W. GoodenIndependent Director$50,000
Daniel J. DeaneFormer director (through FY2025)$27,500
Frederick P. CalderoneDirector$50,000
Grant E. BelangerIndependent Director$73,333
H.E. Scott WolfeIndependent Director$50,000
Marcus D. HudsonIndependent Director$52,500
Matthew J. MorounDirector$50,000
Matthew T. MorounIndependent Director—
Michael A. ReganIndependent Director$50,000
Richard P. UrbanIndependent Director$58,333
02

Equity transactions since the proxy statement was filed

No insider equity transactions reported since the proxy statement.

03

Grants of plan-based awards — fiscal year 2025

ExecutiveAwardGrant dateThresholdTargetGrantedMaximumGrant-date fair value
Tim PhillipsOTHER—————$175,020
Jude BeresOTHER—————223,599
03b

Vehicle mix — grant-date fair value by award type

Grant-level vehicle detail not disclosed.

% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.

04

Outstanding equity awards at fiscal year-end 2025

ExecutiveAwardShares unvestedExercise priceMarket value unvested
Tim PhillipsRSU54,323—$825,166
Jude BeresRSU15,658—237,845
05

Incentive-plan design — the Compensation Discussion & Analysis

The primary objective of the Company's executive compensation program is to support the creation of long-term value for stockholders. The program is designed to attract, motivate, reward, and retain the executive leadership necessary to achieve the Company's strategic and operational objectives, while maintaining a disciplined and efficient approach to the use of corporate resources.

CEO STI target (% of salary)—
CEO LTI target (% of salary)—
Independent consultantCannot be determined from provided text
Clawback policyCannot be determined from provided text
Anti-hedging—
Anti-pledging—
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20262026-04-2925,683,675176,54243,85999.32%Passed
20232023-04-2625,040,757172,65512,11299.32%Passed
20202020-04-3025,690,700587,91215,95397.76%Passed
20172017-04-2725,686,8022,194,65722,60492.13%Passed

Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.

Say-on-pay — history, company's computation

Meeting yearMeeting dateApproval — company's computation
20262026-04-2999.32%a
20232023-04-2699.32%b
20202020-04-3097.76%c

a. Voting standard not stated in the filing.

b. Approved under the standard stated in the filing — “Abstentions and broker non-votes will not be treated as votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal.”.

c. Approved under the standard stated in the filing — “Accordingly, abstentions and broker non-votes will not count either in favor of or against the proposal.”.

Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.

07

CEO pay ratio

Ratio (CEO : median employee)26 : 1
CEO total compensation$1,193,811
Median employee compensation$45,990
08

Director compensation — fiscal year 2025

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
Grant E. BelangerIndependent · Audit (Chair) · ESG Representative$58,346$14,987—$0$0$73,333
Richard P. UrbanIndependent · Audit48,3349,999—0058,333
Marcus D. HudsonIndependent · Audit52,5000—0052,500
H.E. Scott WolfeIndependent50,0000—0050,000
Clarence W. GoodenIndependent50,0000—0050,000
Matthew J. MorounNot independent35,01314,987—0050,000
Michael A. ReganIndependent42,0017,999—0050,000
Frederick P. CalderoneNot independent50,0000—0050,000
Daniel J. DeaneIndependent · Departed during FY27,5000—0027,500
Tim PhillipsEmployee director · Compensation · Executive000000
Matthew T. MorounIndependent—14,987—00—
09

Board fee structure and ownership guideline

Annual cash retainer$50,000
Annual equity retainer—
Per board meeting fee—
Committee chair fees (audit / comp / nom-gov)15,000 / 100,000
Stock ownership guideline—
09b

Total cost of the board

ComponentFY2025
Cash retainers and fees$413,694
Equity awards (grant-date value)$62,959
All other compensation$0
Total cost of the board$476,653

Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.

10b

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1Universal Logistics Holdings2025Tim Phillips$700,180$175,020$0$0$1,193,811

Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.

10d

Frequently asked questions

Who was the highest-paid executive at Universal Logistics Holdings in fiscal 2025?
As disclosed, Tim Phillips (President and Chief Executive Officer) was the highest-paid executive at Universal Logistics Holdings in fiscal 2025, with total compensation of $1,193,811.
What is Universal Logistics Holdings's CEO-to-median employee pay ratio?
As disclosed, Universal Logistics Holdings's CEO-to-median employee pay ratio was 26:1.
How did shareholders vote on Universal Logistics Holdings's executive compensation?
As disclosed, 99.32% of shareholders supported Universal Logistics Holdings's executive compensation in the latest say-on-pay vote.
How much does Universal Logistics Holdings spend in total on board compensation for fiscal 2025?
As disclosed, Universal Logistics Holdings reported total board compensation of $476,653 for fiscal 2025.

Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.

11

Source register

Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, Tim PhillipsDEF 14A2026-03-310001193125-26-134611Section “Summary Compensation Table”. As printed: 1,193,811. Filing ↗machine: r2 · c6 · span 449275–449284
2Section 01, Jude BeresDEF 14A2026-03-310001193125-26-134611Section “Summary Compensation Table”. As printed: 982,024. Filing ↗machine: r5 · c6 · span 456658–456665
3Section 03, Tim Phillips OTHERDEF 14A2026-03-310001193125-26-134611Section “EXECUTIVE COMPENSATION” · grants of plan-based awards table. Filing ↗machine: t22 · r2 · c4 · span 448585–448592
4Section 03, Jude Beres OTHERDEF 14A2026-03-310001193125-26-134611Section “EXECUTIVE COMPENSATION” · grants of plan-based awards table. Filing ↗machine: t22 · r5 · c4 · span 455968–455975
5Section 07, pay ratioDEF 14A2026-03-310001193125-26-134611Section “CEO Pay Ratio”. As printed: 26 : 1. Filing ↗machine: span 585541–585543
6Section 08, Grant E. BelangerDEF 14A2026-03-310001193125-26-134611Section “Director Compensation”. As printed: 73,333. Filing ↗machine: t19 · r2 · c4 · span 257756–257967
7Section 08, Richard P. UrbanDEF 14A2026-03-310001193125-26-134611Section “Director Compensation”. As printed: 58,333. Filing ↗machine: t19 · r10 · c4 · span 273187–273398
8Section 08, Marcus D. HudsonDEF 14A2026-03-310001193125-26-134611Section “Director Compensation”. As printed: 52,500. Filing ↗machine: t19 · r6 · c1 · span 264504–264715
9Section 08, H.E. Scott WolfeDEF 14A2026-03-310001193125-26-134611Section “Director Compensation”. As printed: 50,000. Filing ↗machine: t19 · r11 · c1 · span 274028–274237
10Section 08, Clarence W. GoodenDEF 14A2026-03-310001193125-26-134611Section “Director Compensation”. As printed: 50,000. Filing ↗machine: t19 · r5 · c1 · span 262433–262644
11Section 08, Matthew J. MorounDEF 14A2026-03-310001193125-26-134611Section “Director Compensation”. As printed: 50,000. Filing ↗machine: t19 · r7 · c4 · span 267449–267660
12Section 08, Michael A. ReganDEF 14A2026-03-310001193125-26-134611Section “Director Compensation”. As printed: 50,000. Filing ↗machine: t19 · r9 · c4 · span 271267–271478
13Section 08, Frederick P. CalderoneDEF 14A2026-03-310001193125-26-134611Section “Director Compensation”. As printed: 50,000. Filing ↗machine: t19 · r3 · c1 · span 258553–258764
14Section 08, Daniel J. DeaneDEF 14A2026-03-310001193125-26-134611Section “Director Compensation”. As printed: 27,500. Filing ↗machine: t19 · r4 · c1 · span 260567–260778
15Section 08, Tim PhillipsDEF 14A2026-03-310001193125-26-134611Section “Director Compensation”. As printed: 0. Filing ↗
16Section 08, Matthew T. MorounDEF 14A2026-03-310001193125-26-134611Section “Director Compensation”. As printed: —. Filing ↗machine: t19 · r8 · c4 · span 266748–266959
17Section 06, 2026 voteForm 8-K2026-05-010001193125-26-201493Item 5.07 · say-on-pay result. As reported: 99.32% (votes for as printed: 25,683,675). Filing ↗
18Section 06, 2023 voteForm 8-K2023-04-270000950170-23-015334Item 5.07 · say-on-pay result. As reported: 99.32% (votes for as printed: 25,040,757). Filing ↗
19Section 06, 2020 voteForm 8-K2020-04-300001564590-20-020238Item 5.07 · say-on-pay result. As reported: 97.76%. Filing ↗
20Section 01 trend, Δ column (computed)Computed——Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1)
21Section 09b board cost (computed)Computed——Cash 413,694 + equity 62,959 + all other 0 = 476,653, summed across the director compensation table rows.machine: formula: Σ = 476,653
22Universal Logistics Holdings (subject), Section 10b CEO totalDEF 14A2026-03-310001193125-26-134611CEO total compensation as printed in Universal Logistics Holdings's own proxy. As printed: 1,193,811. Filing ↗machine: r2 · c6 · span 449275–449284

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