James Acridge
U-Haul Holding Co /NV/About James E. Acridge
James E. Acridge, age 85, has served as an independent director of U‑Haul Holding Company since 2013. He is a founder and former chairman/CEO of Giant Industries (NYSE-listed by 2002) and later founded Quad Resources; his background spans real estate development, transportation, and retail store operations, with deep relationships in the oil industry. He serves on U‑Haul’s Audit & Cyber Committee and Compensation Committee and is a member of the National Association of Corporate Directors (NACD).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Giant Industries, Inc. | Founder, Chairman & CEO | Founded 1968; served until 2002 | Grew to 186 convenience stores/service stations, 1,000 miles of pipelines, 3 refineries, ~3,000 employees, terminals and transports |
| Quad Resources, LLC | Founder | Founded 2011 | Oil transportation company operating in West Texas |
| The OutPost (Scottsdale, AZ) | Project Director | Not disclosed | Commercial development project leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| NACD | Member | Current | Corporate governance education and affiliation |
Board Governance
- Independence: The Board affirmed Acridge as independent under NYSE rules; all members of the Audit and Compensation Committees meet enhanced independence standards.
- Committee assignments: Audit & Cyber Committee member; Compensation Committee member. Not designated as chair; Audit Committee financial expert is John P. Brogan.
- Attendance and engagement: The full Board met 11 times in Fiscal 2025; each director attended at least 82% of scheduled Board and committee meetings. Independent directors met in executive session during each regularly scheduled Board meeting.
- Controlled company context and leadership: U‑Haul is a “controlled company” with no lead independent director; it does not have a separate nominating committee (full Board handles nominations).
| Governance Element | Details |
|---|---|
| Committees (Acridge) | Audit & Cyber; Compensation |
| Independence | Independent director per NYSE rules |
| Meeting cadence | Board: 11 in FY2025; Audit: 7; Cyber: 5; Compensation: 5 |
| Exec sessions | Independent directors met at each regular Board meeting |
| Leadership structure | Combined Chair/President; no lead independent director |
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Board retainer (cash) | $90,000 | All directors receive cash-only fees; no director equity grants outside ESOP |
| Audit & Cyber Committee fee | $55,000 | Annual fee for Audit Committee service |
| Compensation Committee fee | $25,000 | Annual fee for Compensation Committee service |
| Total Director Fees (FY2025) | $170,000 | Acridge total cash compensation |
Performance Compensation
| Element | Structure | Metrics | FY2025 Detail |
|---|---|---|---|
| Equity awards (Directors) | None (no options or equity grants to directors other than ESOP allocations) | N/A | No director stock awards granted |
| Options/SARs (Directors) | None used historically; 2016 plan existed but unused; 2025 plan proposed but “no present intention” to grant | N/A | No grants to directors; repricing prohibited; 1-year vesting minimum; clawback provision |
No performance-based director pay or metrics are disclosed for Acridge; director compensation is cash-only with committee fees.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Notes |
|---|---|---|---|
| None disclosed (public company boards) | — | — | No compensation committee interlocks; U‑Haul’s compensation committee members (including Acridge) were not officers/employees and had no interlocks requiring disclosure in FY2025. |
Expertise & Qualifications
- Domain expertise: Real estate development, transportation/logistics, retail operations; strong oil industry relationships.
- Governance: NACD member; experienced executive and operator.
Equity Ownership
| Security | Shares Beneficially Owned | % of Class |
|---|---|---|
| Voting Common Stock | — | <1% (indicated as “**”) |
| Non‑Voting Common Stock (Series N) | — | <1% (indicated as “**”) |
The proxy lists no beneficial holdings for Acridge and indicates less than 1% ownership.
Governance Assessment
- Strengths:
- Independent director with deep operating experience and service on Audit & Cyber and Compensation Committees; co‑author of Compensation Committee Report.
- Active Board cadence and regular executive sessions by independent directors signal engagement.
- Audit Committee independence and designation of financial expert (Brogan) strengthen oversight; auditor rotation executed in 2023–2024 with remediation of material weaknesses.
- Concerns / RED FLAGS:
- Controlled company with combined Chair/President and no lead independent director reduces independent counterbalance.
- Extensive related‑party transactions with Shoen‑controlled entities (management fees, leases, dealer commissions, U‑Notes investments) elevate conflict risk; Audit Committee oversight is critical.
- Director compensation is cash-only and Acridge shows no disclosed equity ownership, limiting direct alignment with broader shareholders.
- Company states it does not maintain a policy prohibiting directors, officers, and employees from hedging transactions—generally viewed as shareholder-unfriendly.
Context: Say‑on‑pay support for executives was 98% at the 2023 meeting, suggesting broad shareholder tolerance of the company’s pay structure under the controlled governance model.
Overall, Acridge’s independence and committee roles are positives, but U‑Haul’s controlled structure, lack of director equity alignment for him, and pervasive related‑party dealings remain notable governance risks requiring continued Audit and Compensation Committee vigilance.