Joe Shoen
U-Haul Holding Co /NV/About Joe Shoen
Edward J. (“Joe”) Shoen, age 76, is Chairman of the Board (since 1986) and President (since 1987) of U‑Haul Holding Company; he has been associated with the Company since 1971 and serves as a director of U‑Haul (since 1990), Amerco Real Estate Company (since 1988), and Repwest Insurance Company (since 1997). He holds an MBA from Harvard University and a Juris Doctor from Arizona State University, and is an NACD member . Over FY2021–FY2025, U‑Haul’s TSR on a $100 initial investment ranged from 189.22–234.80 (UHAL), while Moving & Storage EBITDA was $1,518M → $2,053M → $1,818M → $1,568M → $1,620M, and net income was $611M → $1,124M → $924M → $629M → $367M, reflecting cyclicality in earnings and investment intensity in operations .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| U‑Haul Holding Company | Chairman of the Board | Since 1986 | Combined Chair/President role centralizes strategic and risk oversight . |
| U‑Haul Holding Company | President | Since 1987 | Day‑to‑day leadership; long‑tenured execution in moving/storage . |
| U‑Haul International, Inc. | Director | Since 1990 | Operational oversight of core moving business . |
| Amerco Real Estate Co. | Director | Since 1988 | Real estate portfolio governance for sites and infrastructure . |
| Repwest Insurance Co. | Director | Since 1997 | Insurance subsidiary oversight . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| National Association of Corporate Directors (NACD) | Member | Current | Governance credentials and continuing education . |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | 675,004 | 675,004 | 675,004 |
| Target Bonus % | Not disclosed | Not disclosed | Not disclosed |
| Actual Bonus Paid ($) | 200,000 | 200,000 | 200,000 |
| Director/Committee Fees ($) | 128,125 | 130,000 | 130,000 |
| Total Compensation ($) | 1,011,616 | 1,015,068 | 1,025,045 |
Notes:
- Director fee structure: annual Board retainer $90,000; Audit Committee $55,000; Executive Finance and Compensation Committees $25,000 each; Independent Governance Committee $27,500; Joe’s director fees are included in “Other” in the NEO table .
Performance Compensation
| Incentive Type | Metric Linkage | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Discretionary Cash Bonus | Subjective criteria (responsibility, contributions, retention) | Not specified | Not disclosed | $200,000 (FY23–FY25) | N/A (cash) |
| Stock Awards (ESOP accounting cost) | ESOP allocations; dividend‑funded share purchases | N/A | N/A | $8,487 (FY23), $10,064 (FY24), $20,041 (FY25) | ESOP terms; specific vesting not disclosed |
| Stock Options | None granted (2016 Plan unused; 2025 Plan not yet used) | N/A | N/A | N/A | 2025 Plan: ≥1‑year minimum vesting if used |
Pay‑versus‑Performance context (used for disclosure, not direct pay linkage): Company identified Moving & Storage EBITDA, combined moving transactions and storage occupancy, and operating cash flows as most important measures in linking “Compensation Actually Paid,” but the Compensation Committee traditionally does not tie NEO compensation to specific performance metrics .
Equity Ownership & Alignment
| Item | Disclosure |
|---|---|
| Voting Common Stock Beneficially Owned | 9,817,064 shares (50.1% of voting) . |
| Non‑Voting Common Stock Beneficially Owned | 75,401,493 shares (42.7% of non‑voting) . |
| Ownership Vehicles | Willow Grove Holdings LP, Foster Road LLC, Schedule 13D group affiliations; interests via trusts and ESOP; group control exceeds 50% voting power . |
| Stock Ownership Guidelines (Executives) | No ownership requirement; the Company has not implemented specific policy requiring NEOs to own Company stock . |
| Hedging/Pledging | Company does not maintain a policy prohibiting hedging; pledging not disclosed . |
| Options—Exercisable/Unexercisable | None granted to NEOs in FY2025 . |
Ownership detail:
| Class | Shares | % of Class |
|---|---|---|
| Voting Common | 9,817,064 | 50.1% |
| Non‑Voting Common | 75,401,493 | 42.7% |
Employment Terms
- Role and Tenure: Chairman since 1986; President since 1987; associated with the Company since 1971 .
- Employment agreement, severance, non‑compete: Not disclosed in the proxy .
- Clawback: Executive Officer Clawback Policy adopted in 2023, compliant with SEC/NYSE rules; applies to erroneously paid performance‑based incentive compensation on/after October 2, 2023 .
- Change‑of‑Control (equity plans): If the 2025 Stock Option Plan is used, options/SARs fully vest upon termination without cause or for good reason within 24 months following a change in control (absent contrary award terms) . Minimum one‑year vesting and anti‑repricing provisions are embedded; no tax gross‑ups under the plan .
Board Governance
- Board Service: Chairman of the Board since 1986; President; Director nominee for 2025–2026 term .
- Committee Memberships: Executive Finance Committee member; not on Audit or Compensation Committees .
- Leadership Structure: Combined Chairman and President; Board believes combined roles support accountability and risk oversight; Company has no Lead Independent Director .
- Controlled Company: Shoen family and controlled entities possess >50% voting power; exempt from certain NYSE corporate governance requirements though a majority of directors are independent and independent Compensation/Governance Committees exist .
- Meeting Activity: Full Board met 11 times; each Director attended ≥82% of Board/committee meetings in FY2025; independent directors met in executive session at each regularly scheduled Board meeting .
Director Compensation (Joe Shoen)
| Component | Amount/Policy |
|---|---|
| Annual Board Retainer | $90,000 . |
| Committee Fees | Audit $55,000; Executive Finance $25,000; Compensation $25,000; Independent Governance $27,500 . |
| FY2025 NEO “Other” (includes director fees) | $130,000 . |
Performance & Track Record
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|---|
| UHAL TSR ($100 base) | 189.22 | 210.58 | 186.73 | 209.66 | 227.22 |
| UHAL.B TSR ($100 base) | 212.07 | 207.14 | 179.70 | 231.81 | 205.74 |
| Net Income ($000s) | 610,856 | 1,124,362 | 924,472 | 628,707 | 367,090 |
| Moving & Storage EBITDA ($000s) | 1,517,815 | 2,052,723 | 1,817,521 | 1,567,985 | 1,619,714 |
Say‑on‑Pay: In 2023, >98% of votes supported NEO compensation; next triennial vote will be in 2026 .
Related Party Transactions
| Transaction | FY2025 Disclosure |
|---|---|
| Purchase from Space Age Auto Paint Store Inc. (owned by Edward J. Shoen) | $0.8 million of refinishing supplies purchased . |
| SAC Holdings services | $4.6 million specialty printing services; arm’s‑length terms . |
| Management fees from Blackwater/Mercury entities | $37.1 million fees (consistent with third‑party contracts) . |
| Dealer commissions to Blackwater/Mercury entities | $106.2 million . |
| U‑Notes investments by Edward J. Shoen | $5,552k outstanding; 2.50%–8.00% interest; largest outstanding $6,602k; principal repayments $1,320k in FY2025 . |
| Leases from Blackwater subsidiaries | $2.6 million lease payments . |
Compensation Structure Analysis
- Cash vs. Equity Mix: Compensation is predominantly fixed salary plus discretionary cash bonus; equity exposure for NEOs primarily via ESOP allocations with modest accounting cost; no stock options granted in FY2025; 2016 plan unused; 2025 plan approved for potential future use with strong governance guardrails .
- Pay‑for‑Performance Linkage: The Compensation Committee traditionally does not tie compensation directly to specific performance metrics or peer benchmarks; bonuses are discretionary and subjective . “Pay‑versus‑performance” disclosure identifies Moving & Storage EBITDA and related operational metrics as important but not determinative in compensation decisions .
- Governance Safeguards: Clawback policy implemented; option repricing prohibited; 1‑year minimum vesting for options/SARs in the 2025 plan; no tax gross‑ups in plan awards .
Risk Indicators & Red Flags
- Dual Role: Combined Chairman and President role; no Lead Independent Director (governance concentration) .
- Controlled Company: >50% voting power held by Shoen family and affiliated entities; exemptions from certain NYSE requirements (mitigated partially by independent committees) .
- Hedging Policy: No prohibition on hedging; pledging status not disclosed .
- Related Parties: Extensive ongoing transactions with family‑controlled entities (Blackwater/Mercury, SAC Holdings); sizable dealer commissions and management fees warrant continued monitoring .
- Internal Controls: Prior material weaknesses in EPS calculation and IT controls remediated by FY2024/FY2025 .
Equity Ownership & Alignment (Detail Table)
| Item | FY2025 |
|---|---|
| Beneficial Ownership (Voting) | 9,817,064 shares; 50.1% . |
| Beneficial Ownership (Non‑Voting) | 75,401,493 shares; 42.7% . |
| ESOP Participation | 47 shares via ESOP; additional trust holdings . |
| Schedule 13D Group Context | Group filings among Shoen affiliates; overlapping beneficial reporting . |
Board Service History, Committees, Independence
- Committees: Executive Finance Committee member; Audit/Cyber and Compensation staffed by independent directors; Independent Governance Committee includes non‑director member .
- Attendance: Each director attended ≥82% of meetings; independent director executive sessions at each regularly scheduled meeting .
- Independence: Six directors affirmed independent; Shoen not independent; majority of Board is independent despite controlled company status .
Director Compensation (Program Overview)
| Fee Type | Amount |
|---|---|
| Annual Board Retainer | $90,000 |
| Audit Committee | $55,000 |
| Executive Finance Committee | $25,000 |
| Compensation Committee | $25,000 |
| Independent Governance Committee | $27,500 |
Joe’s FY2025 director/committee compensation is included in NEO “Other” ($130,000), reflecting service across Company and subsidiaries/committees .
Investment Implications
- Alignment: Massive beneficial ownership and controlled company status align leadership and shareholder outcomes but concentrate governance power; absence of a lead independent director and allowance for hedging are notable governance risks .
- Selling Pressure: No stock options or scheduled equity vesting for NEOs; compensation predominantly cash and ESOP allocations, suggesting limited mechanical selling pressure from vesting events; monitor any Form 4 activity separately (not disclosed in proxy) .
- Pay Structure: Discretionary bonuses and lack of metric‑tied incentives reduce direct performance pay linkage; 2025 plan creates future option/SAR capacity with minimum vesting, anti‑repricing, and clawback guardrails—neutral to positive if used prudently .
- Related Parties: Material transactions with Shoen‑controlled entities (commissions, fees, leases) require continued diligence; improved internal control remediation reduces reporting risk .
- Performance Context: TSR improved in FY2025 vs. prior years; earnings/EBITDA have been cyclical; capital intensity remains high—comp structure’s conservatism may favor long‑term operational execution over short‑term incentives .