DEF 14A of U-Haul Holding Co /NV/, Jul 7, 2023

DEF 14A of U-Haul Holding Co /NV/

Filed Jul 7, 2023 · FY20230001193125-23-183801

Open on EDGAR

  1. THE ELECTION OF DIRECTORS

    THE ELECTION OF DIRECTORS The independent Directors have nominated the following individuals to stand for election at this Annual Meeting: Edward J. Shoen, James E. Acridge, John P. Brogan, James J. Grogan, Richard J. Herrera, Karl A. Schmidt, Roberta R. Shank and Samuel J. Shoen, and to serve as members of the Board until the 2024 Annual Meeting or until their respective successors are duly elected and qualified or their earlier death, resignation or removal. As of the filing date of this Proxy Statement, each of the nominees is willing and able to serve as a Director of the Company. See “Board of Directors and Corporate Governance” for information regarding each of the Director nominees. The person named in the enclosed proxy will vote to elect all of the nominees as Directors for terms ending at the 2024 Annual Meeting, unless you withhold authority to vote for any or all of the nominees by marking the proxy to that effect or so voting in person. If one or more of the eight (8) nominees becomes unavailable to serve prior to the date of the Annual Meeting, the person named as proxy holder will vote those shares for the election of such other person(s) as the Board may recommend, unless the Board reduces the total number of Directors. Directors are elected by a plurality of the shares cast, whether in person or by proxy. Votes may be cast “FOR” all nominees, “WITHHOLD” for all nominees, or “WITHHOLD” as to individual specific nominees. The eight (8) nominees who receive the greatest number of votes cast “FOR” their election will be elected as Directors. The Board recommends a vote “FOR” each Director nominee named in the Proxy Statement.

  2. Implementation of Objectives

    Implementation of Objectives It is the duty of the Compensation Committee of the Board to review and determine the annual compensation paid to the President and other executive officers. In doing so, it is the policy of the Compensation Committee and the President to keep in mind the Company’s approach to overhead costs and such executive officer’s impact on the Company’s objective of providing customers with an affordable product and service. The Compensation Committee obtains feedback from the President for establishing performance objectives and reviewing the performance of the other executive officers, appropriate levels and components of compensation, and any other items as the Compensation Committee may request. The Compensation Committee evaluates the compensation of the President at least annually to ensure that it is fair, reasonable, and aligned with the Company’s overall objectives. The Compensation Committee did not utilize any benchmarking measure in Fiscal 2023 and traditionally has not tied compensation directly to a specific performance measurement, market value of the Company’s common stock or benchmark related to any established peer or industry group. Rather, the Company generally seeks to compensate individual executives commensurate with historic pay levels for such position, adjusted for time and tenure with the Company. Salary increases were strongly correlated to the President’s assessment of each Named Executive Officer’s performance and the President’s recommendation on the appropriateness of any increase. The Company also generally seeks to increase or decrease compensation, as appropriate, based upon changes in an executive officer’s functional responsibilities within the Company. The intention of the Company has been to compensate the NEOs in a manner that maximizes the Company’s ability to deduct such compensation expenses for federal income tax purposes, which, for tax years beginning before January 1, 2023, included review and consideration of the deductibility of executive compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). Despite this consideration, the Company has always retained the discretion to provide compensation that is not “performance-based” under the Code when it is determined that such compensation is in the best interests of the Company and its stockholders and other constituencies. For Fiscal 2024, the Company expects to deduct most of the compensation paid to the Named Executive Officers pursuant to the Code.

  3. Elements Used to Achieve Compensation Objectives

    | • | Discretionary cash bonus; |

  4. Elements Used to Achieve Compensation Objectives

    | • | Certain long-term incentives; and |

  5. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  6. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Fiscal Year | Salary | Bonus | Stock Awards (1) | Other (2) | Total Compensation | | Edward J. Shoen | 2023 | $675,004 | $200,000 | $8,487 | $128,125 | $1,011,616 | | Chairman and President of U-Haul Holding Company | | | | | | | | | 2022 | $675,004 | $219,500 | $9,740 | $107,500 | $1,011,744 | | | 2021 | $675,004 | $215,000 | $41 | $107,500 | $997,545 | | Jason A. Berg | 2023 | $415,391 | $250,000 | $10,277 | $- | $675,668 | | Chief Financial Officer of U-Haul Holding Company | | | | | | | | | 2022 | $415,392 | $250,000 | $11,247 | $- | $676,639 | | | 2021 | $415,392 | $200,000 | $2,548 | $- | $617,940 | | John C. Taylor | 2023 | $285,581 | $300,000 | $12,485 | $15,000 | $613,066 | | President of U-Haul | | | | | | | | | 2022 | $285,581 | $304,000 | $13,158 | $15,000 | $617,739 | | | 2021 | $285,581 | $300,000 | $5,730 | $15,000 | $606,311 | | Samuel J. Shoen | 2023 | $285,576 | $275,000 | $9,819 | $128,125 | $698,520 | | U-Box Project Manager | | | | | | | | Vice Chairman of U-Haul Holding Company | 2022 | $285,576 | $250,000 | $10,872 | $107,500 | $653,948 | | | 2021 | $248,079 | $200,000 | $1,887 | $107,500 | $557,466 | | Laurence J. De Respino | 2023 | $311,538 | $220,000 | $9,736 | $- | $541,274 | | General Counsel(3) | | | | | | | | | 2022 | $311,538 | $200,000 | $10,778 | $- | $522,316 | | | 2021 | $311,538 | $155,000 | $1,768 | $- | $468,306 |

  7. SUMMARY COMPENSATION TABLE

    (1) Amounts represent the compensation cost recognized for financial statement reporting purposes under ASC: 718 Compensation—Stock Compensation for Fiscal 2023, 2022 and 2021 with respect to our Voting Common Stock and Non-Voting Common Stock allocated under the ESOP. Grant date fair value is the closing price on date of grant for stock, and also includes the value of the shares purchased by the ESOP: (a) from the $0.50, $0.50, $0.50, $0.50, $0.50, $2.00, and $0.50, per share Voting Common Stock dividends paid with respect to the ESOP shares beneficially owned as of September 6, 2022, April 18, 2022, October 18, 2021, September 7, 2021, June 24, 2021, December 21, 2020, and September 7, 2020, respectively, the record dates for such dividends, and (b) from the $0.04 and $0.04 per share Non-Voting Common Stock dividends paid with respect to the ESOP shares beneficially owned as of March 14, 2023 and December 19, 2022, respectively, the record dates for such dividends. (2) Amounts represent annual fees paid to each NEO in his capacity as a director of the Company or company subsidiaries or as a member of a committee of the U-Haul Holding Company Board. (3) Laurence J. De Respino retired from his position as General Counsel effective May 12, 2023.

  8. CEO PAY RATIO

    CEO PAY RATIO Pursuant to the Dodd-Frank Act, we are required to disclose the median total annual compensation of all Company employees (excluding our principal executive officer), the total annual compensation of Mr. Edward J. Shoen, President and Chief Executive Officer of U-Haul Holding Company (“CEO”), and the ratio of these two amounts. The Company has elected to identify its median employee every three years unless a significant change in employee population or employee compensation arrangements occurs. In Fiscal 2023, Mr. Shoen earned $1,011,616, as reflected in the Summary Compensation Table included in this Proxy Statement. Our Fiscal 2023 median employee’s annual total compensation was $25,901. The ratio of the compensation paid to our CEO compared to the compensation paid to our median employee for Fiscal 2023 was 39:1. In our Fiscal 2023 calculation, we calculated our median employee compensation using the same rules used to calculate total compensation for our CEO as set forth in the Summary Compensation Table. The pay ratio is a reasonable estimate calculated in accordance with SEC rules and methods for pay ratio disclosure. Due to estimates, assumptions and adjustments permitted under such rules, our pay ratio disclosures and methodologies may not be consistent with the disclosures and methodologies used by other companies. In determining our median employee for Fiscal 2023, we prepared a list of all Company employees, whether full-time, part-time, temporary or seasonal, working in the United States and Canada as of March 31, 2023, and the taxable compensation paid to each such employee for Fiscal 2023. Mr. Shoen was not included on that list. We had approximately 35,100 employees as of March 31, 2023, of which 17,900 were full-time and 17,200 were part-time employees. The number of Company employees that worked in the United States was 33,100 and 2,000 in Canada. Employees on leaves of absence greater than one (1) year were excluded from our list of employees. To identify our median-compensated employee, we used a compensation measure consisting of base salary, base wages and bonuses for our employees. We did not annualize the compensation of any of our employees and, in accordance with the rules, we did not convert our part-time employees into a full-time equivalent status. The compensation paid to our Canadian employees was converted from Canadian dollars to U.S. dollars using a currency conversion rate representing the average daily conversion rate in the first and last months of Fiscal 2023. We did not make any cost-of-living adjustments to the wages paid to any employees.

  9. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE In accordance with Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation and certain measures of the Company’s financial performance. SEC rules prescribe the disclosure included in this section; however, the information does not necessarily align with how the Company or the Compensation Committee view the link between the Company’s performance and the pay of its NEOs. For Fiscal 2023, and for the fiscal years ended March 31, 2022 and 2021, the Compensation Committee did not utilize any benchmarking measure and traditionally has not tied compensation directly to a specific performance measurement, market value of the Company’s Voting Common Stock or Non-Voting Common Stock, or benchmark related to any established peer or industry group. For a description of the Company’s compensation philosophy, objectives and other relevant policies and its determination of compensation for the Company’s executive officers for Fiscal 2023, see “Compensation Discussion and Analysis” in this Proxy Statement. The Compensation Committee did not consider the pay versus performance disclosure below in making its compensation decisions for any of the years shown.

  10. PAY VERSUS PERFORMANCE

    | Fiscal Year | Summary Compensation Table total for PEO (1) ($) | Compensation Actually Paid to PEO (1)(2)(3) ($) | Average Summary Compensation Table Total for non-PEO NEOs (1) ($) | Average Compensation Actually Paid to non-PEO NEOs (1)(2)(3) ($) | Value of initial fixed $100 investment based on: | | Net income (In thousands)($) | EBITDA (5) (In thousands)($) | | | | | | | Total Shareholder Return ($) | Peer group total shareholder return (4) ($) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | 1,011,616 | 1,012,158 | 632,132 | 632,821 | UHAL 223.16 | 149.94 | 922,998 | 1,888,513 | | | | | | | UHAL.B 193.98 | | | | | 2022 | 1,011,744 | 1,011,423 | 617,660 | 617,100 | UHAL 225.76 | 159.27 | 1,123,286 | 2,055,858 | | | | | | | UHAL.B 225.76 | | | | | 2021 | 997,545 | 1,014,417 | 562,506 | 578,547 | UHAL 228.10 | 151.16 | 610,856 | 1,520,074 | | | | | | | UHAL.B 228.10 | | | |

  11. PAY VERSUS PERFORMANCE

    | (1) Edward J. Shoen was our principal executive officer (“PEO”) for each year presented. The individuals comprising the Non-PEO named executive officers for each year presented are the same individuals reported as the Company’s Named Executive Officers for Fiscal 2023 in the “Compensation Discussion and Analysis” in this Proxy Statement. |

  12. PAY VERSUS PERFORMANCE

    | (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. |

  13. PAY VERSUS PERFORMANCE

    | (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. |

  14. PAY VERSUS PERFORMANCE

    | Fiscal Year | NEO Type | Summary Compensation Table Total ($) | Subtract Equity Awards ($) | Add Fiscal Year End Value of Current Year Equity Awards ($) | Change in Value of Prior Equity Awards ($) | Total Compensation Actually Paid ($) | | 2023 | PEO | 1,011,616 | (8,487) | 9,036 | (7) | 1,012,158 | | | Non-PEO | 632,132 | (10,579) | 11,276 | (8) | 632,821 | | 2022 | PEO | 1,011,744 | (9,740) | 9,420 | (1) | 1,011,423 | | | Non-PEO | 617,660 | (11,514) | 11,062 | (108) | 617,100 | | 2021 | PEO | 997,545 | (41) | 58 | 16,855 | 1,014,417 |

  15. PAY VERSUS PERFORMANCE

    | Fiscal Year | NEO Type | Summary Compensation Table Total ($) | Subtract Equity Awards ($) | Add Fiscal Year End Value of Current Year Equity Awards ($) | Change in Value of Prior Equity Awards ($) | Total Compensation Actually Paid ($) | | | Non-PEO | 562,506 | (2,983) | 4,225 | 14,799 | 578,547 |

  16. PAY VERSUS PERFORMANCE

    | (4) The Peer Group TSR set forth in this table reflects the Dow Jones U.S. Total Index which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended March 31, 2023. The comparison assumes $100 was invested for the period starting April 1, 2020, through the end of the listed year in the Company and in the Dow Jones US Total Index, respectively and that all dividends were reinvested. Historical stock performance is not necessarily indicative of future stock performance. |

  17. PAY VERSUS PERFORMANCE

    | (5) We determined Moving and Storage segments EBITDA to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in Fiscal 2023. Moving and Storage EBITDA may not have been the most important financial performance measure for the fiscal years ended March 31, 2022 and 2021 and we may determine a different financial performance measure to be the most important financial performance measure in future years. |

  18. ACTIONS OF THE BOARD OF DIRECTORS AND EXECUTIVE OFFICERS FOR FISCAL 2023

    ACTIONS OF THE BOARD OF DIRECTORS AND EXECUTIVE OFFICERS FOR FISCAL 2023 Proposal 3 for consideration is a proposal from Company stockholders to ratify and affirm the decisions and actions taken by the Board and executive officers with respect to U-Haul Holding Company, its subsidiaries, and the Company’s various constituencies for Fiscal 2023. This proposal originates from the stockholder proposal originally received by the Company on September 24, 2008, approved at our 2009 Annual Meeting of Stockholders by a vote of 74% of shares voted, and which provides as follows: “Motion: We do hereby submit a proposal for inclusion in the U-Haul Holding Company Annual Meeting proxy statement, that U-Haul Holding Company include on the ballot and in the annual meeting materials for such respective annual meetings a stockholder proposal from the undersigned stockholder proponents (or such other stockholder proponent(s) as may make the request, or as a management proposal in the event the undersigned are no longer stockholders of the Company and no comparable proposal is received from another stockholder), that all decisions and actions made by the U-Haul Holding Company Board of Directors and executive officers, with respect to U-Haul Holding Company and its subsidiaries for the time frame of April 1 of the year prior to the date of such Proxy Statement through March 31 of the year of such Proxy Statement, be ratified and affirmed. Reason for Making the Proposal: To support the U-Haul Holding Company Board of Directors and executive officers on their decisions for these time periods. We believe the Company is headed in a positive direction due to their leadership and guidance. Relevant Notices: 1) We do not have any material interest in the subject matter of the proposal. 2) We are not members of any partnership, limited partnership, syndicate or other group pursuant to any agreement, arrangement, relationship, understanding, or otherwise, whether or not in writing, organized in whole or in part for the purpose of acquiring, owning or voting shares of U-Haul Holding Company stock. 3) The above stockholders have continuously held at least $2,000 in market value of U-Haul Holding Company shares of Voting Common Stock and we intend to hold the stock through the date of the annual meeting.” In regard to this Proposal 3, reference is hereby made to the Company’s 2023 Annual Report on Form 10-K, as well as the Company’s other public reports and other filings with the SEC, for disclosures relating to the Company. The Board recommends a vote “FOR” approval of Proposal 3, regarding the ratification of the decisions and actions of the Board and executive officers with respect to U-Haul Holding Company, its subsidiaries, and its various constituencies for Fiscal 2023.

  19. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

  20. Directors

    Directors Our Board currently consists of eight (8) Directors. Upon the recommendation of our independent Directors, the Board has nominated the eight (8) persons listed below to stand for election for a term expiring at the 2024 Annual Meeting of Stockholders, or until any of their respective successors is duly elected and qualified or their earlier death, resignation or removal from office. The following information regarding each Director nominated to stand for election, sets forth the specific experience, qualifications, attributes, or skills that led the Board to conclude that such person should serve as a director. Our Board believes that the experience, qualifications, attributes, and skills of the Director nominees will provide the Company with the ability to address the evolving needs of the Company and represent the best interests of our stockholders and other constituencies. All eight (8) of the Company’s Directors are enrolled as members of the National Association of Corporate Directors (“NACD”). EDWARD J. (“JOE”) SHOEN, 74, has served as Chairman of the Board since 1986 and President of the Company since 1987, as a Director of U-Haul since 1990, as a Director of Amerco Real Estate Company (“Real Estate”) since 1988 and as a Director of Repwest Insurance Company (“Repwest”) since 1997. Mr. Shoen has been associated with the Company since 1971. Mr. Shoen’s length of service and substantial involvement with the day-to-day operations of the Company places him in a unique position of understanding the numerous aspects of the moving and self-storage business. Additionally, Mr. Shoen holds a significant equity ownership interest in the Company. Mr. Shoen holds an MBA from Harvard University and a Juris Doctor degree from Arizona State University. Mr. Shoen is a member of the NACD. JAMES E. ACRIDGE, 83, has served as a Director of the Company since 2013. Mr. Acridge’s experience in real estate, transportation, retail store operations and the relationships that he has established within the oil industry bring additional value to the Board. In 1965, Mr. Acridge founded Giant Industries, Inc. (“Giant”), based in Scottsdale, Arizona, where he served as Giant’s chairman and chief executive officer until his departure in 2002. By 2002, Giant was traded on the New York Stock Exchange and had grown to 186 convenience stores/service stations, with 1,000 miles of crude oil pipelines, three oil refineries, approximately 3,000 employees, five product terminals and 180 truck transports. In 2011, Mr. Acridge founded Quad Resources, LLC, an oil transportation company operating in west Texas. In addition, Mr. Acridge served as the project director for The OutPost, a commercial development project in Scottsdale, Arizona. Mr. Acridge is a member of the Company’s Audit and Compensation Committees and is a member of the NACD. JOHN P. BROGAN, 79 (NACD.DC), has served as a Director of the Company since 1998. Mr. Brogan has an MBA from the University of Notre Dame and is a CPA. He is a private investor who serves on the boards of his investments. One such investment was Alamo Rent-A-Car, where Mr. Brogan served as Secretary and as a director from 1979 to 1986. He is Chairman of Family of Brands and was Chair of the Board of Donate Life, South Carolina through May, 2022. Mr. Brogan has a CERT Certificate in Cybersecurity Oversight. He is a NACD Board Leadership Fellow. He is NACD Director Certified (“NACD.DC”) with certificates in Digital Transformation and Finance. He serves on the Audit, Compensation, Executive Finance and Governance committees of U-Haul Holding Company. JAMES J. GROGAN, ESQ., 69, served as a Director of the Company from 1998 to 2005 and was re-elected to serve as a Director in 2016. An attorney and successful businessman, Mr. Grogan has served in leadership positions in both public and private companies. He served on the National Board of Cancer Treatment Centers of America for 12 years, from 2009 until it was sold to the City of Hope Cancer Hospital and Research Center. Mr. Grogan is also a recognized real estate investor and developer with expertise in a wide range of asset classes. In 2000, he was appointed by the Governor of Arizona to the Board of the Arizona Tourism and Sports Authority, voted Chair by his peers, and oversaw the multi-million-dollar design, siting, and construction of what is now State Farm Stadium, annually one of the most used multi-purpose stadiums in North America. He served as a member of the 2015 Arizona Super Bowl Host Committee. From 1998 to 2000, Mr. Grogan also served as President of Sterling Financial/Samoth Capital, a publicly traded, Toronto Stock Exchange company. From 1991 through 1996, Mr. Grogan was the managing attorney of Gallagher and Kennedy, a full-service business law firm in Phoenix, Arizona. He currently serves on the board of Drees Homes, one of the country’s largest privately held homebuilding companies. Mr. Grogan is an NACD Board Leadership Fellow and has completed the rigorous NACD certification program, passing the exam to become a NACD Board Certified Director. RICHARD J. HERRERA, 69, has served as a Director of the Company since 2017. Mr. Herrera also serves as a member of the Board of Directors of Real Estate, a subsidiary of the Company. Mr. Herrera was employed as Marketing Vice President/Retails Sales Manager for U-Haul from 1988 to 2001 and served on the Company’s Board from 1993 to 2001 and the U-Haul Board of Directors from 1990 to 2001. Mr. Herrera also served on the Company’s Advisory Board from 2007 to 2013. From 1973 to 1988. Mr. Herrera worked in the Fluid Power Industry (application of hydraulic and pneumatic components). Products were used in machine automation and motion control solutions for all forms of manufacturing, agriculture, military, textile, general industrial applications, and transportation sector applications. Additionally, Mr. Herrera has a long history in the retail industry, including serving as Executive Vice President of Eastern Seaboard Packaging and Executive Vice President of ABUS Lock USA. From 2015 to 2017, Mr. Herrera worked as a sales representative for Fastenal and was recently a sales consultant for BMW Santa Fe. Mr. Herrera is retired but enjoys being a professional ski instructor, certified by the Professional Ski Instructors of America, in Santa Fe, New Mexico. Mr. Herrera is also an automotive racing enthusiast and maintains, repairs, develops and drives a closed course racing sedan. Mr. Herrera is a member of the NACD. KARL A. SCHMIDT, 63, has served as a Director of the Company since 2016. He has also served as President and CEO of Belmark, Inc. (“Belmark”), since 1994 providing solutions in the label, flexible packaging and folding carton markets. Under Mr. Schmidt’s leadership, Belmark grew from a regional label converter of 90 employees to a nationwide packaging company with over 1,300 employees. Mr. Schmidt has served on the Advisory Board of HP Indigo Labels & Packaging since 2010 and has been a member of the Wisconsin Manufacturing and Commerce Board since 2010. He also currently serves on the Executive Committee and Board of the Green Bay Packers and Bellin/Gundersen Health Systems in Green Bay, Wisconsin. Mr. Schmidt’s experience in the manufacturing industry brings a practical skill set to the Board. Mr. Schmidt is a member of the NACD.

  21. Directors

    ROBERTA R. SHANK, 56, has served as a Director of the Company since December 2019. Ms. Shank is the Chief Executive Officer and President of Chas Roberts A/C and Plumbing, an Arizona air conditioning and plumbing contractor, and possesses extensive executive management experience. Ms. Shank also serves on the board and chairs the Compensation Committee of Knight-Swift Transportation Holdings Inc., a NYSE-traded company. She has experience in leading her company through the rapid growth, downturn, and comeback of the construction market, while adjusting its scale and improving profitability. Moreover, she is experienced in managing a workforce with distributed, mobile employees and substantial hiring and retention challenges. In 2014, Ms. Shank was named CEO of the Year by the Arizona Corporate Excellence Awards for the state’s largest private businesses, and in 2013, she received the Greater Phoenix Chamber of Commerce Impact Award. Ms. Shank is the past Chairman of the City of Phoenix Planning Commission and has previously served on several non-profit boards, including the Boys and Girls Club of Metro Phoenix. Ms. Shank’s extensive executive-level leadership and business experience through a variety of economic environments makes her a valuable asset for the Board. Ms. Shank has a CERT Certificate in Cybersecurity Oversight and is a member of the NACD. SAMUEL J. SHOEN, 45, has served as a Director of the Company since 2015, as Vice Chairman of the Board since March 2018, and as a Director of the Company’s subsidiaries, U-Haul, Real Estate, Repwest and Oxford Life Insurance Company (“Oxford”) since 2004, 2010, 2011 and 2011, respectively. Mr. Shoen has served as an employee of the Company or its affiliates since 1992, including serving in such capacities as U-Haul Webteam Manager, U-Haul Executive Vice President, President of Repwest, U-Haul Risk Management, and U-Box Project Manager. Mr. Shoen was recommended for election to the Board by the CEO and the independent Directors of the Board. Mr. Shoen’s extensive prior and current experience with the Company’s operations brings a unique and practical skill set to the Board. Mr. Shoen is the son of Edward J. Shoen. Mr. Shoen is a member of the NACD.

  22. OTHER INFORMATION REGARDING THE BOARD OF DIRECTORS

    OTHER INFORMATION REGARDING THE BOARD OF DIRECTORS The full Board of the Company met in Board meetings 11 times during Fiscal 2023. For Fiscal 2023, each Director attended at least 92% of the scheduled Board meetings and meetings for the committees on which such respective individual served. The independent Directors met in executive session, without the presence of management, as part of each regularly scheduled Board meeting. During Fiscal 2023, independent Directors Mr. Brogan and Mr. Grogan presided, on a rotating basis, over executive sessions of the independent Directors. Directors are encouraged to attend our annual meetings of stockholders. Participation via the webcast is encouraged, particularly in cases where travel from out of town would otherwise be required. All Directors attended our 2022 Annual Meeting of Stockholders, which was held on August 18, 2022. The Board has established the following standing committees: Audit Committee, Executive Finance Committee, Compensation Committee, and Independent Governance Committee. In April 2022, the Board also established an ad hoc special committee of independent directors (the “Special Committee”), as described below. The Board also appoints, from time to time as it deems appropriate, non-Board members to an Advisory Board. The Company does not have a nominating committee, and the responsibility for director nominations is vested in the independent Directors. The Board does not believe that a separate nominating committee is necessary because the independent Directors effectively serve the function of a nominating committee. The Board has adopted a resolution addressing the director nomination process and related matters; however, the Board may, in the future, choose to change its director nomination policy, including its policy related to stockholder nomination of directors. This process is described below, under the heading “Director Nomination Process.” See page 27 of this Proxy Statement for a discussion of Director compensation. Listed below are descriptions of the Company’s standing committees, the Special Committee, and the current memberships thereof. The charters for the Independent Governance Committee, Audit Committee and Compensation Committee are available at investors.uhaul.com.

  23. OTHER INFORMATION REGARDING THE BOARD OF DIRECTORS

    | Member | Audit | Executive Finance | Compensation | Independent Governance | Advisory Board(1) | Independent Special Committee | | James E. Acridge | X | | X | | | | | John P. Brogan | X | X | X | X | | | | James J. Grogan | X | | | X | | X | | Thomas W. Hayes * | | | | X | | | | Richard J. Herrera | | | | | | X | | Karl A. Schmidt | X | | | | | | | Roberta R. Shank | | | X | X | | X | | Edward J. Shoen | | X | | | | | | Samuel J. Shoen | | X | | | | |

  24. OTHER INFORMATION REGARDING THE BOARD OF DIRECTORS

    *Non-Director Members (1) There were no Advisory Board members during Fiscal 2023. Audit Committee. The Audit Committee is comprised of James E. Acridge, John P. Brogan, James J. Grogan and Karl A. Schmidt. The Audit Committee assists the Board in fulfilling its oversight responsibilities pertaining to financial reporting, audit functions and risk management. The Audit Committee monitors the financial information that is disseminated to our stockholders and the public, the independence and performance of the Company’s independent registered public accounting firm and internal audit department and the systems of internal control established by management and the Board. The Audit Committee operates pursuant to a written charter approved by the Board that is available at investors.uhaul.com. The Board has determined that each member of the Audit Committee is independent and meets the applicable requirements of audit committee members under NYSE Listing Rules. Mr. Brogan is designated as the audit committee “financial expert”. Stockholders should understand that this designation is a disclosure requirement of the SEC related to Mr. Brogan’s experience and understanding with respect to financial statements, certain accounting principles and auditing matters. The designation does not impose on Mr. Brogan any duties, obligations or liabilities that are greater than are generally imposed on him as a member of the Audit Committee and the Board, and his designation as an “audit committee financial expert” pursuant to SEC and NYSE requirements does not affect the duties, obligations or liability of any other member of the Audit Committee or the Board. The Audit Committee met eight (8) times during Fiscal 2023. Executive Finance Committee. The Executive Finance Committee is comprised of John P. Brogan, Edward J. Shoen and Samuel J. Shoen. The committee is authorized to act on behalf of the Board in approving any transaction involving the finances of the Company. The committee has the authority to give final approval for the borrowing of funds on behalf of the Company without further action or approval of the Board. This committee met or acted by unanimous written consent on ten (10) occasions during Fiscal 2023. Compensation Committee. The Compensation Committee is comprised of James E. Acridge, John P. Brogan and Roberta R. Shank. The Compensation Committee operates pursuant to a written charter approved by the Board that is available at investors.uhaul.com. The Board has determined that each member of the Compensation Committee is independent and meets the applicable requirements for compensation committee members under NYSE rules. The Compensation Committee reviews the Company’s executive compensation plans and policies, including benefits and incentives, to ensure that they are consistent with the goals and objectives of the Company, and to the extent required by applicable law or regulation, is responsible for determining or recommending to the Board for determination, the compensation of the President and the compensation of all of the Company’s other executive officers. Additionally, the Compensation Committee reviews and makes recommendations to the Board regarding management recommendations for changes in executive compensation and monitors management plans and programs for the retention, motivation and development of senior management. The Compensation Committee met five (5) times during Fiscal 2023. Independent Governance Committee. The Independent Governance Committee is comprised of John P. Brogan, James J. Grogan, Roberta R. Shank and Thomas W. Hayes. Mr. Hayes is not a member of the Company’s Board. The Independent Governance Committee monitors and evaluates the Company’s corporate governance principles and standards and proposes to the Board any modifications which are deemed appropriate for sound corporate governance and compliance with relevant state corporate law, SEC rules and NYSE rules. In addition, the committee reviews the independence of potential candidates for Board membership. The committee also reviews other matters as referred to it by the Board from time to time. The committee has the authority and a budget from which to retain professionals. Each member of the Independent Governance Committee is determined by the Board to be free of any relationship that would interfere with his or her exercise of independent judgment as a member of this committee. The Independent Governance Committee met five (5) times during Fiscal 2023. The non-Board member of the Independent Governance Committee is encouraged to attend all Board meetings of the Company. Mr. Hayes has served as a member of the Independent Governance Committee since 2003 and brings to U-Haul Holding Company over 30 years of broad executive and financial management experience. He is the former Treasurer, Auditor General and Director of Finance for the State of California. He was also the President of a multibillion-dollar investment management company, has held leadership positions in restructuring troubled public and private sector entities, and was designated as an audit committee financial expert by Fremont General, then a NYSE-listed firm, when Mr. Hayes served on that company’s audit committee. In addition, Mr. Hayes is a United States Marine Corps combat veteran. Advisory Board. The Advisory Board was reestablished by the Board in April 2016. Advisory Board members are not Directors and as such do not have the authority to vote on Board matters but are given full access to the affairs of the Board, including Board materials and are allowed full participation at Board meetings. The Advisory Board is not required to have any members, however, the Board has authorized appointing up to two Advisory Board members from time to time, who serve at the discretion of the Board. There were no the Advisory Board members during 2023. Independent Special Committee. The Board created the Special Committee in April 2022 to consider various matters and actions, including the Company’s stock exchange listing, the Company’s name, options aimed at enhancing the marketability and liquidity of the Company’s stock, amendments to the Company’s Articles and Bylaws in connection with any actions recommended by the Special Committee, and such other matters as established for the Special Committee by the Board from time to time. The Special Committee was comprised of James J. Grogan, Richard J. Herrera and Roberta R. Shank. The Special Committee met 40 times during Fiscal 2023. See “Security Ownership of Certain Beneficial Owners and Management” and “Certain Relationships and Related Transactions” for additional information relating to the Directors.

  25. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The Company’s Director compensation program is intended to fairly pay Directors for their time and efforts on behalf of U-Haul Holding Company and its direct subsidiaries, as the case may be, in recognition of their fiduciary obligations to stockholders and for their liability exposure. Directors are compensated in the form of a cash fee. The Company does not currently offer stock options or equity grants to its Directors other than shares granted under the ESOP. For Fiscal 2023, the annual fee for all services as a Director of the Company was increased to $90,000. Additionally, Audit Committee members also received a $55,000 annual fee for service on such committee, and Executive Finance Committee and Compensation Committee members received a $25,000 annual fee for service on each such committee. Board members serving on the Independent Governance Committee received an annual fee of $27,500 and the non-Board Independent Governance Committee member annual fee was increased to $90,000. Special Committee members received an annual fee of $90,000. All committee fee amounts are paid in equal monthly installments. The Company also reimburses Directors and the non-Director committee members for the incidental costs associated with their attendance at Board and committee meetings. Director fees paid to Edward J. Shoen and Samuel J. Shoen are included in the SCT.

  26. DIRECTOR COMPENSATION

    | Name of Director | Fiscal Year | Fees Earned or Paid in Cash | All Other Compensation | Total Compensation | | James E. Acridge (1), (2), (4) | 2023 | $168,125 | $- | $168,125 | | John P. Brogan (1), (2), (3), (4), (5) | 2023 | $220,625 | $- | $220,625 | | James J. Grogan (1), (2), (5), (7) | 2023 | $260,625 | $- | $260,625 | | Richard J. Herrera (1), (6), (7) | 2023 | $193,125 | $- | $193,125 | | Karl A. Schmidt (1), (2) | 2023 | $143,125 | $- | $143,125 | | Roberta “Sissie” Roberts Shank (1), (4), (5), (7) | 2023 | $230,625 | $- | $230,625 | | Thomas W. Hayes (5) | 2023 | $88,125 | $- | $88,125 |

  27. DIRECTOR COMPENSATION

    | (1) U-Haul Holding Company Board Member | (5) Independent Governance Committee Member | | (2) Audit Committee Member | (6) Real Estate Board Member | | (3) Executive Finance Committee Member | (7) Special Committee Member | | (4) Compensation Committee Member | |