James Grogan
U-Haul Holding Co /NV/About James J. Grogan
James J. Grogan, Esq., 71, is an independent director of U-Haul Holding Company. He has served on the Board since 2016 and previously from 1998 to 2005, bringing extensive legal, real estate, and board governance experience. He is an NACD Board Leadership Fellow since 2014 and an NACD Board Certified Director, reflecting formal governance training and credentials . The Board has affirmatively determined he is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cancer Treatment Centers of America (CTCA) | Global Board of Directors | 2008–2022 | Served until sale to City of Hope |
| Kayne Anderson Real Estate Fund | Advisory Board Member | 2011–2023 | Real estate fund advisory role |
| Sterling Financial/Samoth Capital (TSX) | President and Director | 1998–2003 | Public company leadership; capital markets experience |
| Gallagher & Kennedy (law firm) | Managing Partner | 1991–1996 | Firm leadership; legal governance expertise |
| Arizona Tourism & Sports Authority | Board Member; elected Chair | Appointed 2000 | Oversaw design/siting/construction of State Farm Stadium; member of 2015 AZ Super Bowl Host Committee |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Drees Homes (private) | Board Member | 2002–Present | One of the largest privately held U.S. homebuilders |
Board Governance
- Committees: Audit & Cyber Committee member; Independent Governance Committee member .
- Chair/leadership: Not disclosed as chair of any committee; however, Brogan and Grogan presided on a rotating basis over independent director executive sessions, indicating active engagement .
- Independence: Determined independent under NYSE standards .
- Attendance and engagement: Board met 11 times; each director attended at least 82% of Board and assigned committee meetings. Audit Committee met 7 times; Cyber Committee met 5 times; Compensation 5 times; Independent Governance 5 times. All directors attended the 2024 Annual Meeting (in person or by webcast) .
- Governance structure: U-Haul is a “controlled company” under NYSE rules (majority voting power held by the Shoen family), does not have a lead independent director, though a majority of directors are independent .
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $90,000 | Standard fee for all directors |
| Audit & Cyber Committee member fee | $55,000 | Annual cash fee |
| Independent Governance Committee member fee | $27,500 | Annual cash fee |
| Meeting fees | — | Not disclosed (no per‑meeting fees specified) |
| Equity grants to directors | — | Company does not grant options/equity to directors other than any ESOP stock; Grogan received no stock awards in FY2025 |
| Total cash compensation (FY2025) | $172,500 | As reported for James J. Grogan |
Performance Compensation
- No performance-based pay is disclosed for directors. The Company does not currently offer stock options or equity grants to directors (aside from any ESOP stock), and Grogan received no stock awards in FY2025 .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Grogan in the proxy biography |
| Prior public company boards | Sterling Financial/Samoth Capital (TSX): President and Director (1998–2003) |
| Compensation Committee interlocks | Company disclosed no compensation committee interlocks in FY2025; Grogan is not on the Compensation Committee |
Expertise & Qualifications
- Attorney and business executive; managing partner experience (Gallagher & Kennedy) .
- Recognized real estate investor/developer; advisory roles in real estate funds; homebuilding board experience (Drees Homes) .
- Major projects/governance: Chaired Arizona Tourism & Sports Authority; oversaw State Farm Stadium’s design/siting/construction; member 2015 AZ Super Bowl Host Committee .
- Governance credentials: NACD Board Leadership Fellow (since 2014); NACD Board Certified Director .
Equity Ownership
| Security | Beneficially Owned | % of Class |
|---|---|---|
| Voting Common Stock | 100 shares | <1% |
| Non‑Voting Common Stock (Series N) | 1,848 shares | <1% |
- Hedging/pledging policies: The company states it does not maintain a policy prohibiting directors, officers, and employees from entering into hedging transactions in company stock, a potential misalignment risk .
Governance Assessment
- Positives
- Independent director with deep legal, real estate, and board experience, including major project oversight (stadium development) and formal NACD credentials .
- Active involvement in governance: member of Audit & Cyber and Independent Governance Committees; rotates presiding over executive sessions of independent directors; solid attendance with Board meeting cadence suggesting robust oversight .
- Concerns / RED FLAGS
- Controlled company governance: majority voting power concentrated with the Shoen family; no lead independent director, which can reduce independent counterbalance to management/controlling shareholders .
- Low direct equity ownership and no equity-based director compensation, potentially limiting alignment with minority shareholders .
- Company does not prohibit hedging of company stock by directors/officers, which can weaken alignment and is often viewed negatively by governance-focused investors .
- Significant related-party transactions exist at the company level with entities controlled by major shareholders; while Grogan is not identified in these transactions, the overall related-party exposure is a governance risk to monitor (management fees, leases, dealer commissions, U‑Notes participation by insiders) .
- Shareholder feedback signal
- Say‑on‑pay received 98% approval in 2023, indicating broad support for executive pay; the next advisory vote is scheduled for 2026, under the company’s triennial cadence .
Notes: All information above is sourced from U‑Haul Holding Company’s 2025 definitive proxy statement (DEF 14A).