Karl Schmidt
U-Haul Holding Co /NV/About Karl Schmidt
Karl A. Schmidt, 65, is an independent director of U-Haul Holding Company, serving since 2016. He is President and CEO of Belmark, Inc. (since 1994), having grown it from ~90 employees to over 1,300, and serves on the HP Indigo Labels & Packaging Advisory Board, the Wisconsin Manufacturing and Commerce Board, and the Executive Committee and Board of the Green Bay Packers and Bellin/Gundersen Health Systems; he is a member of NACD . The Board has affirmatively determined Mr. Schmidt is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Belmark, Inc. | President & CEO | 1994–present | Grew from ~90 employees to >1,300; manufacturing operations/packaging expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| HP Indigo Labels & Packaging | Advisory Board Member | Since 2010 | Printing/packaging technology advisory |
| Wisconsin Manufacturing & Commerce Board | Member | Since 2010 | State business association |
| Green Bay Packers | Executive Committee & Board Member | Current | Governance role; non-public entity |
| Bellin/Gundersen Health Systems | Board Member | Current | Non-profit health system governance |
| National Association of Corporate Directors (NACD) | Member | Current | Professional director credential |
Board Governance
- Independence status: Independent director under NYSE rules .
- Committee assignments: Audit & Cyber Committee member; not disclosed as chair on any committee .
- Audit responsibilities: Named in the Audit Committee Report recommending inclusion of audited financials in the FY2025 10-K .
- Attendance and engagement: Board met 11 times in FY2025; each director attended at least 82% of Board and committee meetings; independent directors met in executive session at each regularly scheduled Board meeting .
- Governance structure context: U-Haul is a “controlled company” under NYSE rules; no lead independent director; the Board as a whole handles director nominations (no separate nominating committee) .
| Governance Item | FY2024 | FY2025 |
|---|---|---|
| Full Board meetings held | 11 | 11 |
| Director attendance threshold | ≥80% | ≥82% |
| Independent director executive sessions frequency | Each regular board meeting | Each regular board meeting |
| Committee membership (Schmidt) | Audit & Cyber | Audit & Cyber |
| Audit Committee meetings | 9 (Audit), 5 (Cyber) | 7 (Audit), 5 (Cyber) |
Fixed Compensation
U-Haul pays directors cash retainers and committee fees; the company does not grant stock options or equity to directors other than ESOP shares .
| Component | FY2024 | FY2025 |
|---|---|---|
| Annual Director fee (cash) | $90,000 | $90,000 |
| Audit & Cyber Committee member fee (cash) | $55,000 | $55,000 |
| Compensation Committee member fee (if applicable) | Not applicable (not a member) | Not applicable (not a member) |
| Independent Governance Committee fee (if applicable) | Not applicable (not a member) | Not applicable (not a member) |
| Total Director cash fees (Schmidt) | $145,000 | $145,000 |
| Stock awards to directors | None | None |
Performance Compensation
- No performance-based compensation (no RSUs/PSUs/options or performance metrics) is provided to directors; director pay is cash-based with committee fees .
| Performance Pay Element | FY2024 | FY2025 |
|---|---|---|
| Equity grants to directors (RSUs/PSUs/options) | None | None |
| Performance metrics tied to director pay | None disclosed | None disclosed |
Other Directorships & Interlocks
- Public company boards: None disclosed for Mr. Schmidt; roles noted are advisory/non-profit boards and Belmark (private) .
- Committee roles at other companies: Not disclosed beyond advisory/non-profit boards .
- Interlocks: No compensation committee interlocks involving Mr. Schmidt disclosed in the proxy .
Expertise & Qualifications
- Manufacturing and operations leadership (Belmark CEO) supplying labels, flexible packaging, folding cartons; scaled operations significantly .
- Technology/industrial advisory experience (HP Indigo Advisory Board) .
- Broad governance exposure in nonprofit/sports and health systems boards; NACD member .
Equity Ownership
| Security | Shares Beneficially Owned | % of Class | Note |
|---|---|---|---|
| Voting Common Stock | 2,500 | <1% | Sole voting/investment power unless otherwise indicated |
| Non-Voting Common Stock | 24,000 | <1% | As of March 31, 2025 baseline outstanding |
- Hedging/pledging policies: Company does not maintain a policy prohibiting directors, officers, or employees from entering into hedging transactions; no pledging by Mr. Schmidt is disclosed .
- Section 16 compliance: All Section 16(a) filings were timely in FY2025; FY2024 exceptions involved other individuals, not Mr. Schmidt .
Governance Assessment
- Strengths: Independent director with deep manufacturing and operational expertise; active Audit & Cyber Committee service; consistent attendance; participation in executive sessions enhances oversight .
- Alignment: Holds company stock (2,500 voting, 24,000 non-voting), providing some alignment though ownership is <1% of each class .
- Compensation structure: Cash-only director compensation avoids equity windfalls and committee fee structure is transparent; no performance pay or option awards to directors .
- Concerns/RED FLAGS: Controlled company structure reduces certain governance requirements; no lead independent director; no nominating committee; directors may hedge company stock under current policy (shareholder-unfriendly) .
- Related-party exposure: Extensive related-party transactions exist with Shoen-affiliated entities; no related-party transactions involving Mr. Schmidt disclosed, but the broader environment warrants heightened audit vigilance (Schmidt is on Audit & Cyber) .
- Shareholder feedback context: Prior advisory vote on NEO compensation received >98% approval (2023), indicating general investor support for pay practices; next say-on-pay scheduled for 2026 .