JT Taylor

About JT Taylor

John C. (“JT”) Taylor is President of U-Haul International, Inc. and has been with the company since 1981; he has served as a Director of U-Haul since 1990 and as President since 2006. Age 67 as of July 2, 2025, he is a long-tenured operating executive of U-Haul’s core moving and storage business . Company performance context: FY2025 net earnings were $367.1 million, Moving & Storage EBITDA was $1,619.7 million, and a $100 investment in UHAL over the SEC-defined horizon stood at $227.22 in 2025 versus $212.07 in 2021, indicating multi‑year value creation despite recent net income pressure .

Past Roles

External Roles

No external public company directorships or committee roles for JT Taylor are disclosed in the proxy .

Fixed Compensation

Multi-year compensation (USD):

• Stock awards reflect compensation cost recognized under ASC 718 for ESOP allocations and related dividends; U-Haul does not grant executive equity outside the ESOP in these periods .
• “Other” comprises director/committee fees paid in Board/committee capacities where applicable .

Performance Compensation

• U-Haul does not maintain a formal performance-based bonus plan for NEOs; bonuses are discretionary and determined by the Compensation Committee or President based on subjective criteria (responsibility, contributions, retention) .
• The company traditionally does not tie compensation directly to specific performance metrics, stock price, or peer benchmarks; no explicit weighting/targets/vesting schedules for JT Taylor’s incentives are disclosed .

Indicative payout detail (no metric/vesting framework disclosed):

Equity Ownership & Alignment

Beneficial ownership:

Additional alignment indicators:

• Options/RSUs/PSUs: None granted; company has an ESOP for employees and did not grant options to NEOs in FY2025 .
• Ownership guidelines: No policy requiring officers to own company stock .
• Hedging/pledging: Company states it does not maintain a policy prohibiting hedging; no pledging by JT Taylor is disclosed .
• Vested vs. unvested/option moneyness: Not applicable; no outstanding options/RSUs for JT Taylor .

Related-party investment (U‑Notes):

Employment Terms

• Role and tenure: President of U‑Haul (subsidiary) since 2006; with company since 1981; Director of U‑Haul since 1990 .
• Compensation governance: U‑Haul Holding Company is a “controlled company” under NYSE rules; the Compensation Committee is not required to determine/approve executive compensation (though it reviews plans/policies) .
• Bonus plan: No established bonus plan or guaranteed payouts; bonuses are discretionary .
• Equity plans: 2016 option plan exists but has not been used; 2025 Stock Option Plan approved for potential future use (10 million voting + 10 million non‑voting shares), with minimum one-year vesting (5% de minimis exception), prohibition on repricing without stockholder approval, and change‑in‑control provisions (double trigger vesting for options/SARs upon termination within 24 months of a change in control). The Board has no present intention to grant awards and none are outstanding for NEOs .
• Clawback: Executive Officer Clawback Policy adopted in 2023 per SEC/NYSE rules (recapture of erroneously awarded performance‑based compensation after restatements) .
• Insider trading: Insider trading policy in Code of Ethics; Section 16 filings timely in FY2025 .

Performance & Track Record

Company TSR (value of initial fixed $100 investment; oldest → newest):

Company net earnings and Moving & Storage EBITDA (USD 000s; oldest → newest):

SEC Pay‑vs‑Performance identifies Moving & Storage EBITDA, combined moving transactions + occupied storage unit count, and operating cash flows as the most important measures linking compensation actually paid and performance (disclosure requirement; not a pay plan) .

Compensation Structure Analysis

• Mix stability: JT Taylor’s cash salary and discretionary bonus have been flat for three years; equity compensation is limited to ESOP allocations and remains a minor component of total pay .
• Options vs. RSUs: No shift to RSUs or options—no equity grants used for NEOs in FY2025; options could be introduced in future under the 2025 Plan but the Board states no present intent to grant .
• At‑risk pay: Increase in “guaranteed” cash is not observed; bonuses are at the Committee/President’s discretion without formal targets .
• Benchmarking: No peer benchmarking is used; pay not directly tied to specific performance metrics or stock price .

Related Party Transactions

• JT Taylor is an investor in U‑Notes issued by U‑Haul Investors Club; outstanding balances and activity disclosed above .
• The broader organization has extensive related‑party arrangements (property management, leases, dealer commissions) with entities controlled by major shareholders; these are reviewed by the Audit Committee and represented as arm’s‑length equivalents .

Risk Indicators & Red Flags

• Hedging allowed: Company does not prohibit hedging of company stock, which can weaken alignment for executives (no pledging disclosed for JT Taylor) .
• Controlled company governance: Compensation decisions are less constrained by independent committee requirements; oversight relies on internal policies .
• Lack of performance-tied incentives: Absence of explicit performance metrics and targets for bonuses reduces pay‑for‑performance signaling .
• Say-on-pay: Last advisory vote (2023) had >98% approval; next vote is scheduled for 2026, indicating shareholder acceptance of current framework .

Compensation Peer Group

No compensation peer group or target percentile benchmarking is used; the company traditionally does not tie pay to peers or specific metrics .

Say‑on‑Pay & Shareholder Feedback

• 2023 advisory vote approval: >98%; Compensation Committee retained program structure for FY2025 .

Expertise & Qualifications

• Education and technical credentials for JT Taylor are not disclosed in the executive officers section; his credentials are anchored in long‑tenured operating leadership of U‑Haul .

Investment Implications

• Alignment: JT Taylor’s direct equity stake is modest and equity awards are limited to ESOP allocations; with hedging not prohibited, alignment relies on tenure and operational stewardship rather than equity incentives .
• Retention risk: Long tenure (since 1981; President since 2006) and consistent cash compensation suggest low near‑term retention risk, with minimal vesting‑related selling pressure due to absence of option/RSU overhang .
• Pay‑for‑performance signal: Discretionary bonuses without published targets/metrics weaken predictive signals tied to financial outcomes; investors should focus on U‑Haul Moving & Storage execution metrics (EBITDA, transactions, occupancy) and cash flow trends disclosed in filings .
• Governance/related parties: Controlled company structure and extensive related‑party ecosystem merit ongoing monitoring; however, say‑on‑pay support has been strong and RPTs are reviewed by the Audit Committee .
• Optionality: A sizable 2025 Stock Option Plan exists but management states no present intent to grant; if activated, double‑trigger vesting terms on change‑of‑control and one‑year minimum vesting would affect incentive mix and potential insider selling dynamics .