John Brogan
U-Haul Holding Co /NV/About John P. Brogan
John P. Brogan (age 81) has served as an independent director of U‑Haul Holding Company since 1998. He is a CPA with an MBA from the University of Notre Dame, is NACD Director Certified (NACD.DC), a NACD Board Leadership Fellow, and holds a CERT Certificate in Cybersecurity Oversight with additional certificates in Digital Transformation and Finance. Brogan is designated the Audit Committee Financial Expert and serves on the Audit & Cyber, Compensation, Executive Finance, and Independent Governance committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alamo Rent‑A‑Car | Secretary and Director | 1979–1986 | Governance/Finance exposure |
| Family of Brands | Chairman | Not disclosed | Private company oversight |
| Donate Life South Carolina | Chair of the Board | Through May 2022 | Non‑profit leadership |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Boards of his investments | Director (various) | Private | Private investor serving on investee boards |
| Family of Brands | Chairman | Private | Current role disclosed |
Board Governance
- Committee assignments: Audit & Cyber, Compensation, Executive Finance, Independent Governance; designated Audit Committee Financial Expert .
- Independence: Board determined Brogan is independent under NYSE rules .
- Attendance: Board met 11 times in Fiscal 2025; each director attended at least 82% of scheduled board and committee meetings. Independent directors held executive sessions at each regularly scheduled board meeting; Brogan and Grogan presided on a rotating basis .
- Committee activity levels: Audit Committee met 7 times; Cyber Committee 5; Executive Finance Committee 5; Compensation Committee 5; Independent Governance Committee 5 .
- Leadership structure: Combined Chair/President roles; no Lead Independent Director; company is a “controlled company” under NYSE, and does not maintain a separate nominating committee (director nominations handled by full Board) .
Fixed Compensation
| Component | Annual Amount (USD) | Basis |
|---|---|---|
| Board Retainer (cash) | $90,000 | All directors |
| Audit Committee fee | $55,000 | Member fee |
| Compensation Committee fee | $25,000 | Member fee |
| Executive Finance Committee fee | $25,000 | Member fee |
| Independent Governance Committee fee | $27,500 | Member fee |
| Total cash fees earned (Fiscal 2025) | $222,500 | Brogan total |
| Equity grants to directors | None (other than ESOP allocations) | Company policy |
Performance Compensation
| Feature | Details |
|---|---|
| Performance metrics linked to director pay | None disclosed (director compensation is cash retainers/committee fees; no equity awards or options for directors other than ESOP allocations) |
| Discretionary bonuses | Not applicable to directors (structure covers executive pay; directors receive fees) |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Brogan |
| Compensation Committee interlocks | None for committee members in Fiscal 2025 (includes Brogan) |
| Shared directorships with competitors/suppliers/customers | Not disclosed for Brogan |
Expertise & Qualifications
| Qualification | Detail |
|---|---|
| Education | MBA, University of Notre Dame |
| Professional | CPA; Audit Committee Financial Expert |
| Governance | NACD Director Certified (NACD.DC); NACD Board Leadership Fellow; CERT Certificate in Cybersecurity Oversight; certificates in Digital Transformation and Finance |
Equity Ownership
| Security Class | Shares Beneficially Owned | Ownership % of Class |
|---|---|---|
| Voting Common | 5,550 | <1% |
| Non‑Voting Common | 40,987 | <1% |
| Pledging/Hedging | Company does not prohibit hedging; no pledging by Brogan disclosed |
Governance Assessment
- Alignment: Brogan’s cash‑only director compensation and modest shareholdings (under 1%) suggest limited direct equity alignment; however, his role as Audit Committee Financial Expert and breadth of committee service support board effectiveness .
- Independence & engagement: Affirmed independent; active involvement across key committees; presides in executive sessions, indicating engagement among independent directors .
- Structural risks: Controlled company status with combined Chair/President roles, no Lead Independent Director, and no nominating committee are governance risk factors investors should monitor .
- Compensation risk: No director equity grants, but the 2025 Shelf Stock Option Plan authorizes up to 20 million shares (10 million voting + 10 million non‑voting) and allows up to 2 million shares per non‑employee director per fiscal year; Board states no present intention to grant awards. If used, change‑in‑control provisions can accelerate vesting, and clawbacks apply as required by law/policy .
- Conflicts/related‑party exposure: Related‑party transactions predominantly involve Shoen‑controlled entities; Compensation Committee interlocks/insider participation disclose no related‑person transactions for committee members (covering Brogan) .
RED FLAGS
- Controlled company with combined Chair/President roles and no Lead Independent Director .
- No separate nominating committee; full Board handles nominations .
- Company does not prohibit hedging transactions in company stock (policy disclosure), though no Brogan-specific hedging is disclosed .
- Potential for large director equity awards under 2025 Stock Option Plan if activated (Board currently has no intent to use) .
Additional shareholder context
- Say‑on‑pay (executive) received >98% support at the 2023 Annual Meeting; next advisory vote scheduled for 2026 .
- Board and committee meeting activity levels are robust; minimum attendance threshold noted at 82% for all directors in Fiscal 2025 .