Jason Berg
U-Haul Holding Co /NV/About Jason Berg
Jason A. Berg is Chief Financial Officer (CFO) of U‑Haul Holding Company; he was appointed CFO in June 2016 after serving as Principal Financial Officer and Chief Accounting Officer from 2005 to 2016, and previously as Treasurer and Secretary of Oxford Life Insurance Company; he has been with the Company since 1996 and is age 52 as of July 2, 2025 . U‑Haul’s pay‑versus‑performance disclosure shows total shareholder return (TSR) values for UHAL/UHAL.B and Moving & Storage EBITDA for fiscal 2021–2025; the Company notes compensation is traditionally not tied to specific performance measurements or peer benchmarking .
Key performance metrics referenced by the Company (fiscal years)
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|---|
| UHAL TSR (Value of $100) | 212.07 | 207.14 | 207.37 | 234.80 | 227.22 |
| UHAL.B TSR (Value of $100) | 212.07 | 207.14 | 179.70 | 231.81 | 205.74 |
| Peer Group TSR (Dow Jones US Transportation Avg) (Value of $100) | 189.22 | 210.58 | 186.73 | 209.66 | 190.71 |
| Net Income ($) | 610,856 | 1,124,362 | 924,472 | 628,707 | 367,090 |
| Moving & Storage EBITDA ($) | 1,517,815 | 2,052,723 | 1,817,521 | 1,567,985 | 1,619,714 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| U‑Haul Holding Company | Chief Financial Officer | 2016–present | Senior finance leadership, principal financial stewardship of the Company |
| U‑Haul Holding Company | Principal Financial Officer & Chief Accounting Officer | 2005–2016 | Led financial reporting and accounting functions |
| Oxford Life Insurance Company | Treasurer & Secretary | Not disclosed | Finance and corporate officer responsibilities at insurance subsidiary |
External Roles
No external public company directorships or outside roles for Berg are disclosed in the Company’s proxy statements; biographical information lists internal roles only .
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | 415,391 | 415,392 | 415,392 |
| Other Compensation ($) | — | — | — |
Notes: “Other” represents annual director/committee fees where applicable; Berg had no “Other” amounts in FY 2023–2025 .
Performance Compensation
The Company “does not have an established bonus plan” for NEOs; discretionary cash bonuses were paid recognizing service, and the Compensation Committee traditionally has not recommended tying compensation directly to specific performance metrics or peer benchmarks .
Annual Cash Bonus (Discretionary)
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Bonus ($) | 250,000 | 300,000 | 300,000 |
Stock Awards (ESOP-related)
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Stock Awards ($) | 10,277 | 11,777 | 21,998 |
Footnote: Stock award amounts represent compensation cost recognized under ASC 718 for ESOP allocations/dividends (Voting and Non‑Voting shares), not individual RSU/PSU grants .
Incentive Design Details
| Element | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus (Discretionary) | N/A (no formal plan) | N/A | N/A | See bonus amounts above | Cash bonus; paid at discretion |
Equity Ownership & Alignment
| Metric | Mar 31, 2024 | Mar 31, 2025 |
|---|---|---|
| Voting Shares Owned | 1,061 | 1,061 |
| Voting Ownership % | <1% | <1% |
| Non‑Voting Shares Owned | 9,773 | 10,135 |
| Non‑Voting Ownership % | <1% | <1% |
Additional alignment indicators:
- The Company does not maintain a policy prohibiting directors/officers/employees from hedging Company stock, which can weaken alignment; insider trading policy exists (Code of Ethics Section 6), but no hedging prohibition is maintained .
- During Fiscal 2025, none of the NEOs were awarded options, limiting future vesting‑related selling triggers; equity awards under the 2016/2025 plans had not been granted to NEOs in FY 2025 .
- Awards under the 2025 Stock Option Plan are non‑transferable and may not be pledged; this restriction applies to awards, not to separately held Company shares .
Employment Terms
- Role and tenure: Appointed CFO in June 2016; with the Company since 1996; age 52 as of July 2, 2025 .
- Clawback: Policy for recovery of erroneously awarded compensation adopted in 2023, complying with SEC/NYSE rules; filed as Exhibit 97 to the Form 10‑K .
- Insider trading: Policy set out in Section 6 of the Code of Ethics (Exhibit 14 to Form 10‑K); processes are designed to promote compliance with insider trading laws and exchange standards .
- Hedging/Pledging: The Company does not maintain a policy prohibiting hedging by directors/officers/employees; awards under the 2025 plan are non‑transferable (no pledging/assignment of awards) .
- Equity plans: 2025 Stock Option Plan (Shelf) adopted subject to stockholder approval; minimum one‑year vesting for SARs; 10‑year maximum term for options/SARs; no repricing without stockholder approval; tax withholding mechanics specified; awards generally subject to Code Sections 162(m), 409A, 280G considerations .
- Change‑in‑control (CIC): Double‑trigger vesting for options/SARs—full vesting upon termination without Cause or for Good Reason within 24 months following a CIC; Committee may cash‑out or assume awards; CIC definitions and Good Reason specified; no rights to employment are conferred by the plan .
Compensation Committee and Say‑on‑Pay Context
- Committee membership (FY 2025): James E. Acridge, John P. Brogan, Roberta R. Shank; no interlocks/related person transactions disclosed; independent directors presided over executive sessions .
- Compensation approach: No benchmarking; compensation traditionally not tied directly to specific performance measurements or peer group metrics .
- Say‑on‑pay support: In 2020, >92% of votes cast supported the Company’s executive compensation program; the next advisory vote frequency decision is targeted by 2026 pursuant to SEC rules .
Investment Implications
- Pay‑for‑performance alignment: Berg’s pay mix is dominated by stable base salary and discretionary cash bonuses without formal performance targets; stock awards reflect ESOP accounting cost rather than executive‑specific RSUs/PSUs, pointing to limited direct performance linkage in incentive design .
- Ownership alignment: Beneficial ownership is <1% of both Voting and Non‑Voting shares; combined with permissive hedging (no prohibition), alignment to shareholder outcomes may be weaker versus peers with strict stock ownership guidelines and hedging bans .
- Selling pressure: Near‑term insider selling pressure from option exercises/vesting appears muted as no NEO option grants were made in FY 2025, reducing mechanical sell triggers tied to vesting schedules .
- CIC economics: While the 2025 plan includes double‑trigger vesting for options/SARs upon CIC‑related termination, the absence of active option grants diminishes immediate CIC‑related windfall risk for Berg; plan‑level terms still set the framework if grants occur later .
- Governance environment: U‑Haul is a controlled company under NYSE standards due to the Shoen family’s Schedule 13D group holding just over 50% of Voting Common Stock; this governance status can influence compensation and oversight dynamics, with implications for pay practices and alignment .