Samuel Shoen

About Samuel Shoen

Samuel J. Shoen, age 47, is Vice Chairman of U-Haul Holding Company’s Board and U-Box Project Manager; he has served on the Company’s Board since 2015 and as Vice Chairman since March 2018, and has been an employee since 1992, with prior roles including U‑Haul Webteam Manager, Executive Vice President, President of Repwest, and U‑Haul Risk Management . Over the last five fiscal years, U‑Haul’s cumulative TSR (value of $100 investment) ranged from $179.70–234.80 (UHAL.B/UHAL), while Moving & Storage EBITDA ranged from $1,517,815K–$2,052,723K and net income from $367,090K–$1,124,362K, framing the operating context during his tenure as director/executive .

Past Roles

External Roles

Fixed Compensation

Multi-year compensation for Samuel J. Shoen (FY ends March 31):

Notes:

• “Other” reflects fees paid in his capacity as director/committee member roles at the Company or subsidiaries .
• The Company uses base salary, discretionary cash bonus, ESOP-based equity allocation, and standard employee benefits; no formal target bonus percentage or guaranteed bonuses are disclosed .

Performance Compensation

• The Compensation Committee did not utilize benchmarking or tie compensation directly to specific performance metrics; bonuses were discretionary based on subjective criteria (responsibility, contributions, retention), and no NEO-specific performance plan metrics/weightings/targets are disclosed .
• For SEC “Pay versus Performance” disclosure, the Company identified Moving & Storage EBITDA, combined moving transactions and occupied storage unit count, and operating cash flows as the most important performance measures linking “compensation actually paid” to performance, but these were not used as formal pay plan targets .

Equity Ownership & Alignment

Additional alignment details:

• No officer stock ownership requirement policy is implemented; equity participation is primarily via ESOP allocations (same terms as all employees), with no recent option grants to NEOs .
• Hedging policy: the Company does not maintain a policy prohibiting directors/officers/employees from entering into hedging transactions (alignment risk) .
• Pledging: no pledging disclosures were provided in the proxy .

Insider investments via U‑Notes (Company’s Investors Club):

Employment Terms

• Employment contracts/severance: No NEO-specific employment agreements, severance multiples, non‑compete/non‑solicit, or garden leave terms were disclosed for Samuel .
• Clawback: Executive Officer Clawback Policy adopted in 2023 per SEC/NYSE rules; awards subject to cancellation/recoupment as required by law or policy .
• Change‑in‑Control (2025 Stock Option Plan): If utilized in future, options/SARs would fully vest upon termination without cause or for good reason within 24 months post‑CIC (double trigger); repricing prohibited without shareholder approval; minimum one‑year vesting with a 5% de minimis exception; no tax gross‑ups permitted under the Plan .
• Equity plan usage: Company states “no present intention” to grant under the 2025 Plan and has historically not granted options to NEOs (other than ESOP allocations) .

Board Governance

Board service and committee roles:

• Director since 2015; Vice Chairman since 2018 .
• Committee memberships: Executive Finance Committee member (approves Company financings; 5 actions in FY2025) .
• Board meeting cadence/attendance: Board met 11 times in FY2025; each Director attended at least 82% of their meetings; independent Directors held executive sessions at each regular Board meeting .
• Independence: Not independent (family of Chairman/President Ed J. Shoen); Company is a controlled company (>50% voting power held by Shoen family), with combined Chairman/President roles and no Lead Independent Director .
• Director fees: Cash-only (no equity grants other than ESOP); program rates—Board annual fee $90,000; Audit Committee $55,000; Executive Finance Committee $25,000; Compensation Committee $25,000; Independent Governance Committee $27,500; Samuel’s director/committee fees are included in “Other” in NEO compensation table .

Director Compensation

Performance & Track Record (Company context during his board tenure)

Compensation Structure Analysis

• Cash vs equity mix: NEO compensation is predominantly cash (salary + discretionary bonus) with ESOP-based stock allocation; no option grants to NEOs in FY2025 .
• Shift in instruments: No utilization of stock options or SARs historically; 2025 Plan approved as shelf with no current intent to grant .
• At-risk pay: Bonuses are discretionary and not linked to disclosed quantitative targets; Company explicitly does not tie pay to market value or peer benchmarks .
• Clawbacks: Implemented per SEC/NYSE; Plan forbids tax gross‑ups .

Related Party Transactions (governance risk context)

• Purchases from Space Age Auto Paint Store Inc. (owned by Edward J. Shoen): $0.8M in FY2025 .
• Services from SAC Holdings: $4.6M in FY2025 .
• Management fees from Blackwater/Mercury entities: $37.1M (FY2025; exclusive of expense reimbursement) .
• Lease payments to Blackwater affiliates: $2.6M (FY2025) .
• Independent dealer commissions to Blackwater/Mercury entities: $106.2M (FY2025) .
• U‑Notes investments by related parties (including Samuel): details above; U‑Notes program is open to all U.S. investors through the Company’s platform .

Compensation Peer Group (Benchmarking)

• No benchmarking or peer group was used for executive compensation; Committee did not tie pay to specific performance benchmarks or peers .

Say‑on‑Pay & Shareholder Feedback

• 2023 advisory vote on NEO compensation: >98% approval; next advisory vote scheduled for 2026 per triennial frequency .

Employment Terms – Severance & Change‑of‑Control Economics

Risk Indicators & Red Flags

• Controlled company with combined Chairman/President roles and no Lead Independent Director (oversight concentration) .
• Family relationship: Samuel is the son of Chairman/President Edward J. Shoen; not independent .
• Hedging allowed: No prohibition on hedging Company stock (potential misalignment) .
• Extensive related party transactions with entities controlled by Shoen family (monitor for pricing/terms; Audit Committee oversight stated) .
• Limited equity incentive grants historically; compensation largely discretionary (lower pay‑for‑performance rigor) .

Equity Ownership & Alignment – Stock Ownership Guidelines

• No mandatory officer stock ownership guidelines; ESOP provides stock allocations on broad-based terms; director compensation is cash-only (aside from ESOP) .

Investment Implications

• Alignment is driven more by family control and ESOP than by executive equity incentives; absence of formal performance targets and allowance of hedging reduce traditional pay-for-performance signals .
• Double-trigger CIC provisions in the shelf 2025 Plan limit immediate acceleration risk, and no current intent to grant options reduces near-term vesting-driven selling pressure for Samuel; “Other” director/committee fees are stable contributors to cash compensation .
• Governance monitoring should focus on controlled company structures, related party transactions scale, and the discretionary nature of bonuses; pay support has been strong (>98% in 2023), suggesting low near-term shareholder pressure, but investors should continue to evaluate cash vs. performance linkage as operating metrics evolve .