Maria Bell

About Maria Bell

Maria L. Bell is Chief Accounting Officer (CAO) of U‑Haul Holding Company, appointed on August 2, 2019; she has been with the company since 2003 and previously served as Controller of U‑Haul International . She was 55 as of July 2, 2025 and is the principal accounting officer signatory on the FY2025 Form 10‑K . U‑Haul’s executive compensation philosophy broadly emphasizes retention and discretionary bonuses rather than formulaic, metric‑linked payouts, which frames incentive alignment for senior officers including the CAO . Company performance during her tenure shows strong Moving & Storage segment EBITDA and variable TSR outcomes, relevant to assessing pay‑for‑performance context .

Company performance during Maria Bell’s tenure (FY 2021–FY 2025)

Past Roles

External Roles

No external directorships or roles disclosed for Maria Bell in the latest proxy and 10‑K .

Fixed Compensation

• No Maria‑specific base salary, bonus, or perquisites are disclosed in the Summary Compensation Table; she is not listed as a Named Executive Officer (NEO) in FY2025 .
• Company‑wide executive compensation emphasizes base salary calibrated to scope and experience, reviewed annually without guaranteed increases .
• Discretionary cash bonuses are used for executives based on subjective criteria (responsibility, contribution, retention); there is no established bonus plan for NEOs, indicating a non‑formulaic approach across senior leadership .

Performance Compensation

Notes:

• The Compensation Committee did not tie executive pay to specific performance metrics (e.g., EBITDA, TSR) for FY2021–FY2025, per Pay‑Versus‑Performance narrative .
• In FY2025, the most important financial performance measure used in Pay‑Versus‑Performance disclosure was Moving & Storage EBITDA, but the Committee did not use it to set compensation outcomes .

Equity Ownership & Alignment

• Beneficial ownership table lists directors and NEOs; Maria Bell (CAO) is not included, so her personal share ownership, pledged shares, and vested/unvested breakdown are not disclosed in the proxy .
• The company has not implemented stock ownership requirements for officers; there is no policy requiring executives to hold company stock .
• The company does not maintain a policy prohibiting directors, officers, or employees from entering hedging transactions, which is a potential alignment risk .
• The proposed 2025 Stock Option Plan includes non‑transferability and anti‑pledging language for awards (options/SARs), but this governs award instruments, not existing shareholdings .

Employment Terms

• Appointment: Maria L. Bell was appointed CAO effective August 2, 2019; at appointment, “there is no material plan, contract, arrangement or understanding” in connection with the role .
• Contract term, severance, change‑of‑control, non‑compete/non‑solicit: Not disclosed for Maria Bell.
• Clawback: Company adopted an executive officer clawback policy in 2023 (SEC/NYSE‑compliant) for erroneously awarded performance‑based compensation post‑restatement .
• Equity plan governance (potential future awards): The 2025 Shelf Stock Option Plan authorizes up to 20 million shares (10M Voting, 10M Non‑Voting) and includes minimum one‑year vesting (5% de minimis exception), no dividend equivalents on options/SARs, prohibition on repricing without shareholder approval, and a default double‑trigger vesting for options/SARs upon termination without cause or for good reason within 24 months following a change in control (if not otherwise specified in award agreements). The Board stated no present intention to grant under this plan .

Compensation Committee Analysis

• Committee composition (FY2025): James E. Acridge, John P. Brogan, Roberta R. Shank; independent directors preside over executive sessions .
• Controlled company: U‑Haul qualifies as a “controlled company” under NYSE rules (Shoen family entities >50% voting power). As such, the Compensation Committee is not required to determine or approve executive officer compensation, though the company maintains an independent committee .
• Governance policies: Corporate governance guidelines and committee charters are maintained; insider trading policy resides in the Code of Ethics (Section 6) .

Risk Indicators & Red Flags

• Hedging allowed: The company does not prohibit hedging by insiders, reducing alignment with long‑term shareholder outcomes .
• No ownership requirement: Absence of stock ownership guidelines for officers weakens “skin‑in‑the‑game” alignment .
• Shelf option plan: Large option capacity with customized award agreements enhances flexibility; governance safeguards (no repricing; clawback) mitigate risk, but individualized terms may introduce variability in alignment .
• Employment agreement visibility: No material contract at appointment and no disclosed severance/CIC terms for the CAO add uncertainty to retention economics .

Investment Implications

• Compensation alignment: The non‑formulaic bonus approach and lack of ownership requirements/hedging prohibition reduce direct pay‑for‑performance linkage for the CAO role; future adoption of the 2025 Option Plan could improve alignment if awards are granted with robust performance/vesting terms .
• Retention risk: With no disclosed employment agreement or severance/CIC protections for the CAO, retention relies on culture, discretion, and ESOP participation; monitoring any future plan grants or contract disclosures is prudent .
• Trading signals: Absence of disclosed insider transactions for Maria Bell in the proxy and 10‑K limits read‑through on selling pressure; the company’s permissive stance on hedging warrants ongoing surveillance of Section 16 filings and potential Form 4 activity .
• Governance context: Controlled company status and discretionary bonuses indicate compensation decisions are less tethered to external benchmarks; analysts should focus on operational KPIs (e.g., Moving & Storage EBITDA) and board oversight changes for forward alignment assessments .