Roberta Shank
U-Haul Holding Co /NV/About Roberta R. Shank
Roberta R. “Sissie” Shank, 58, has served as an independent director of U‑Haul Holding Company since December 2019; she is CEO and President of Chas Roberts A/C and Plumbing (since 1986), with recognized leadership through multiple industry cycles and awards, NACD membership, and a CERT Certificate in Cybersecurity Oversight . She is also a director of Knight‑Swift Transportation Holdings Inc., serving on its audit committee and chairing its compensation committee, bringing compensation and governance expertise relevant to UHAL’s needs .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chas Roberts A/C and Plumbing | Chief Executive Officer & President | Since 1986 | Led scaling and restructuring through cycles; workforce management with distributed/mobile employees |
| City of Phoenix Planning Commission | Past Chairman | Not disclosed | City policy oversight; planning governance experience |
| Boys & Girls Club of Metro Phoenix (and other non-profits) | Board roles | Not disclosed | Community leadership; stakeholder engagement |
External Roles
| Organization | Role | Committees | Notes |
|---|---|---|---|
| Knight‑Swift Transportation Holdings Inc. (NYSE) | Director | Audit Committee; Chair, Compensation Committee | Public company board and compensation leadership experience |
Board Governance
- UHAL committees: Compensation Committee member and Independent Governance Committee member; both committees are comprised entirely of independent directors per NYSE standards .
- Attendance and engagement: The full Board met 11 times in Fiscal 2025; each director attended at least 82% of Board and applicable committee meetings. Independent directors met in executive session at each regularly scheduled Board meeting, presided by Brogan/Grogan .
- Committee activity: Compensation Committee met 5 times; Independent Governance Committee met 5 times in Fiscal 2025 .
- Independence: Board affirmatively determined Shank is “independent” under NYSE rules; UHAL is a “controlled company,” not required to have a majority independent board or fully independent nominating committee, and has no Lead Independent Director (Chairman and President roles combined) .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual Board retainer (cash) | 90,000 | Standard director fee |
| Compensation Committee fee | 25,000 | Annual fee for committee membership |
| Independent Governance Committee fee | 27,500 | Annual fee for committee membership |
| Total Director Compensation (FY2025) | 142,500 | Reported for “Roberta ‘Sissie’ Roberts Shank” |
Performance Compensation
| Element | Grant Date | Quantity | Fair Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Equity grants (RSUs/PSUs) | — | — | — | — | Not granted to directors; no equity grants other than ESOP participation |
| Options | — | — | — | — | No options granted to directors; 2016 plan unused; 2025 plan approved for potential future use only |
| Performance-based cash | — | — | — | — | Not disclosed/applicable to directors |
Other Directorships & Interlocks
- Current public company board: Knight‑Swift Transportation Holdings Inc. (Audit Committee member; Compensation Committee chair) .
- Compensation committee interlocks: None—UHAL discloses no interlocks or related person transactions involving Compensation Committee members in Fiscal 2025 .
Expertise & Qualifications
- Long‑tenured operating CEO with experience scaling, rightsizing, and profitability management across cycles in construction/services; distributed workforce leadership .
- Governance credentials: NACD member; CERT Certificate in Cybersecurity Oversight .
- Public board compensation leadership: Chairs KNX Compensation Committee; audit committee service .
- Recognitions: Arizona Corporate Excellence Awards CEO of the Year (2014); Greater Phoenix Chamber Impact Award (2013) .
Equity Ownership
| Security | Shares Beneficially Owned | % of Class |
|---|---|---|
| Voting Common Stock | — | <1% |
| Non‑Voting Common Stock (Series N) | — | <1% |
UHAL does not maintain a policy prohibiting directors, officers, and employees from entering into hedging transactions in UHAL stock, which can weaken alignment and is a governance risk consideration .
Governance Assessment
- Board effectiveness: Shank strengthens compensation oversight and governance with external committee leadership and cybersecurity oversight credentials; attendance thresholds were met, and committee participation is active .
- Alignment risk: Director pay is all cash with no recurring equity grants for directors, and Shank reports no beneficial ownership—this limits “skin‑in‑the‑game”; hedging is permitted, further diluting alignment .
- Controlled company dynamics: UHAL’s controlled status concentrates voting power; no Lead Independent Director; the Compensation Committee reviews but is not required to approve NEO pay—these factors can reduce perceived independence of pay‑for‑performance and board checks and balances .
- Shareholder signals: Say‑on‑pay support was strong at over 98% in 2023, indicating broad investor acceptance of the executive pay framework despite conservative, largely discretionary structures and controlled company context .
Related‑Party Exposure (Company Context)
| Transaction/Relationship | Fiscal 2025 Amount ($) | Counterparty/Notes |
|---|---|---|
| Purchases of refinishing supplies | 0.8 million | Space Age Auto Paint Store Inc. (owned by Edward J. Shoen) |
| Specialty printing services | 4.6 million | SAC Holdings (Shoen‑associated entities) |
| Management fees received from Shoen‑associated storage entities | 37.1 million | Blackwater/Mercury‑managed properties |
| Lease payments to Blackwater subsidiaries | 2.6 million | Facilities leased for UHAL operations |
| Dealer commissions to Blackwater/Mercury | 106.2 million | Independent dealer arrangements |
These related‑party ties are overseen by the Audit Committee per charter and NYSE rules; management represents terms are substantially equivalent to third‑party arrangements. Nonetheless, the breadth of Shoen‑related transactions is a structural governance risk to monitor for conflicts .
Say‑on‑Pay & Shareholder Feedback
- Advisory vote frequency: Triennial; next say‑on‑pay expected at the 2026 annual meeting .
- 2023 say‑on‑pay support: >98% approval; Compensation Committee did not recommend changes based on strong support .
Compensation Committee Analysis (UHAL)
- Membership: Acridge, Brogan, Shank—all independent under NYSE rules .
- Consultant usage: Not disclosed; Committee administers clawback policy adopted in 2023 in line with SEC/NYSE rules .
- Interlocks/conflicts: None disclosed for FY2025 .
- Controlled company note: Committee is not required to determine/approve executive officer compensation (reduces formal pay governance leverage) .
Conclusion
- Strengths: Active committee roles, external compensation leadership (KNX), cybersecurity oversight, consistent attendance and engagement .
- Watch items/RED FLAGS: No director equity alignment; hedging permitted; concentrated control/no Lead Independent Director; extensive related‑party transactions (company context) .