Douglas Bell

About Douglas Bell

Douglas M. Bell, age 66, is President of Repwest Insurance Company and a Named Executive Officer at U‑Haul Holding Company; he was appointed President in February 2013 after serving as Vice President of Underwriting from 2003–2013 and has served on the Repwest Board since 2012 . Company performance context: the value of a $100 investment in UHAL reached $227.22 in Fiscal 2025, while Moving & Storage EBITDA was $1,619,714 thousand and net income was $367,090 thousand . U‑Haul Holding Company revenues were $3,937.1 million in FY2021 rising to $4,987.7 million in FY2025*.

Past Roles

External Roles

Not disclosed in company filings reviewed.

Fixed Compensation

Performance Compensation

• The Compensation Committee did not tie NEO pay directly to specific performance measurements or peer benchmarking; “Pay versus Performance” disclosures were not used in setting compensation .
• In FY2025, the company identified Moving & Storage EBITDA, combined moving transactions and occupied storage unit count, and operating cash flows as most important performance measures for CAP disclosure, not for incentive plan payouts .

Equity Ownership & Alignment

• Options/RSUs: No option awards to NEOs in Fiscal 2025; equity grants to NEOs are limited to ESOP allocations, and the company has not implemented an executive stock ownership policy .
• Hedging/Pledging: The company does not maintain a policy prohibiting directors, officers, or employees from entering into hedging transactions designed to offset the risks of owning company stock .
• Shelf Option Plan: Stockholders approved the 2025 Stock Option Plan authorizing up to 20 million shares (10 million Voting, 10 million Non‑Voting); the Board has no present intention to grant awards. The plan includes minimum one‑year vesting (5% de minimis exception), prohibits repricing without stockholder approval, and provides double‑trigger full vesting of options/SARs upon termination without cause or for good reason within 24 months following a change‑in‑control .

Employment Terms

• Employment agreement, severance multiples, non‑compete/non‑solicit terms for Mr. Bell are not detailed in the proxy; principal compensation elements are base salary, discretionary cash bonus, and ESOP‑related stock allocations .
• Clawback: Executive Officer clawback policy adopted in 2023 consistent with SEC/NYSE rules (recoupment upon accounting restatement) .
• Change‑of‑Control (potential future awards only): Under the 2025 Plan, options/SARs fully vest on termination without cause or for good reason within 24 months post‑CIC; repricing prohibited without stockholder approval .

Performance & Track Record

Company-level context for pay-for-performance analysis:

Values marked with * retrieved from S&P Global.

Compensation Structure Analysis

• Year‑over‑year mix remains cash‑heavy and conservative: base salaries largely stable and discretionary cash bonuses; no formal performance plans or equity grants beyond ESOP allocations .
• Shift toward options is not imminent: 2025 Plan exists but Board states no present intention to grant; repricing barred, minimum vesting required, and awards would be double‑trigger on CIC—mitigating dilution/repricing risk if ever used .
• Governance context: Controlled company; Compensation Committee reviews programs but is not required to determine or approve executive pay; however, high say‑on‑pay support (98% in 2023) indicates shareholder tolerance of current structure .

Say‑on‑Pay & Shareholder Feedback

• Say‑on‑pay approval: >98% in 2023; next advisory vote scheduled for 2026 (triennial frequency) .

Compensation Peer Group

• No peer benchmarking: Company did not utilize benchmarking or tie compensation directly to stock performance or peer groups for FY2025 and recent years .

Expertise & Qualifications

• Insurance underwriting and leadership experience (Repwest VP of Underwriting 2003–2013; President since 2013; Repwest Board since 2012) .
• Education not disclosed.

Equity Ownership & Alignment Details

Compensation Committee Overview

• Members: James E. Acridge, John P. Brogan, Roberta R. Shank; all independent under NYSE rules .
• Responsibilities: Reviews executive compensation plans/policies and administers clawback; not required to approve executive compensation due to controlled company status .

Risk Indicators & Red Flags

• Alignment risk: Lack of ownership requirements and permitted hedging can weaken long‑term alignment .
• Limited pay‑for‑performance linkage: Discretionary bonuses and absence of formal performance targets reduce direct alignment with defined financial outcomes .
• Controlled company governance: Committee independence exists, but structural exemption reduces formal oversight of executive pay .

Investment Implications

• Near‑term selling pressure appears low given absence of option grants and limited equity awards beyond ESOP; comp is predominantly cash-based .
• Strategic alignment is mixed: strong tenure and underwriting leadership at Repwest, but no formal performance metrics in incentives and no ownership requirements/hedging prohibitions temper alignment signals .
• Governance and future dilution risk are mitigated by 2025 Plan safeguards (minimum vesting, anti‑repricing) and strong historical say‑on‑pay support, though the controlled company structure warrants monitoring of retention incentives and any future equity plan usage .