DEF 14A of Universal Corp /Va/, Jul 1, 2024

DEF 14A of Universal Corp /Va/

Filed Jul 1, 2024 · FY20240000102037-24-000022

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS In accordance with our Articles of Incorporation and Bylaws, the Board of Directors is divided into three classes. The term of office of one of the three classes of directors expires each year, and each class is elected for a three-year term. Six members of our Board of Directors have previously been elected to terms expiring in 2025 or 2026, as indicated below. The Nominating and Corporate Governance Committee has recommended to our Board of Directors, and our Board of Directors has approved, the nomination of the three remaining nominees, Mrs. Diana F. Cantor, Mr. Robert C. Sledd and Mr. Thomas H. Tullidge, Jr. to be elected for three-year terms at the Annual Meeting. The following pages set forth certain information for each nominee, as well as all other incumbent directors, as of March 31, 2024, except as otherwise noted. All of the nominees and incumbent directors listed below are directors previously elected by the shareholders. Each nominee has consented to being named in this Proxy Statement and to serve if elected. The election of each nominee for director requires the affirmative vote of the holders of a plurality of the shares of Common Stock cast in the election of directors. With a plurality vote, the nominees receiving the highest vote totals for the director positions up for election will be elected. Proxies cannot be voted for a greater number of persons than the number of nominees named in this Proxy Statement. Unless otherwise specified in the accompanying form of proxy, it is intended that votes will be cast for the election of all of the nominees as directors. If, at the time of the Annual Meeting, any nominee should be unavailable to serve as a director, it is intended that votes will be cast, pursuant to the enclosed proxy, for such substitute nominee as may be nominated by the Board of Directors. The Board of Directors has no reason to believe that any of the nominees will be unavailable to serve. Set forth below is information concerning the age, principal occupation, employment and directorships during the past five years, positions with the Company of each nominee and director, the year in which he or she first became a director of the Company, and his or her term of office as a director. Also set forth below is a brief discussion of the specific experience, qualifications, attributes, and skills that led to the conclusion that each nominee and director should serve as a director as of the date of this Proxy Statement, in light of the Company’s business and structure. THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” MRS. DIANA F. CANTOR, MR. ROBERT C. SLEDD, AND MR. THOMAS H. TULLIDGE, JR. TO BE ELECTED TO A THREE-YEAR TERM.

  2. Director Skills and Experience

    Director Skills and Experience We seek directors whose collective qualities, skills and experience help ensure that our Board of Directors is well-positioned to effectively oversee our business, long-term strategy and risks. The Nominating and Corporate Governance Committee is responsible for reviewing with the Board of Directors the appropriate skills and characteristics required of directors. The skills matrix below provides information regarding our directors’ and director nominees’ skills and experience that the Board of Directors believes are currently most essential to creating long-term shareholder value. The chart below includes experience obtained as a director of the Company, unless otherwise noted.

  3. Director Skills and Experience

    | | Diana F. Cantor | George C. Freeman III | Lennart R. Freeman | Thomas H. Johnson | Michael T. Lawton | Arthur J. Schick, Jr. | Robert C. Sledd | Thomas H. Tullidge Jr. | Jacqueline T. Williams | | Knowledge, Skills and Experience | | | | | | | | | | | Audit/Public Accounting | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | | Commercial Banking | ✓ | | | | | | | ✓ | | | Environmental Sustainability | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Executive Leadership | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Finance | ✓ | ✓ | ✓ | ✓ | ✓ | | | ✓ | ✓ | | Human Capital | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Industry Experience | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | International | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Investments/Capital Markets | ✓ | | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | | Legal/Regulatory | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | | Marketing | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Product Development | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Other Public Company Board Service | ✓ | ✓ | | ✓ | ✓ | | ✓ | | | | Risk Oversight and Management | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Social Responsibility | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Strategic Planning/M&A | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Supply Chain/Distribution Chain | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Technology/Cyber | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ |

  4. Board Profile and Diversity

    Board Profile and Diversity We seek directors who have a breadth of experience, a wide range of complementary skills, and reflect diverse perspectives and backgrounds relevant to our industry and strategy. Below presents a snapshot of the expected composition of our Board of Directors immediately following the Annual Meeting.

  5. Board Profile and Diversity

    | | Diana F. Cantor | George C. Freeman III | Lennart R. Freeman | Thomas H. Johnson | Michael T. Lawton | Arthur J. Schick, Jr. | Robert C. Sledd | Thomas H. Tullidge Jr. | Jacqueline T. Williams | | Gender | | | | | | | | | | | Male | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | | Female | ✓ | | | | | | | | ✓ | | Race/Ethnicity | | | | | | | | | | | African American/Black | | | | | | | | | ✓ | | White | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | | Age | 66 | 61 | 72 | 74 | 65 | 68 | 71 | 67 | 71 | | Board Tenure | 12 | 16 | 11 | 23 | 8 | 1 | 15 | 6 | 4 |

  6. Incumbent Directors Whose Terms Expire in 2024 and are Nominated for Election to a Three-Year Term, Expiring 2027 (Class III Directors)

    Incumbent Directors Whose Terms Expire in 2024 and are Nominated for Election to a Three-Year Term, Expiring 2027 (Class III Directors)

  7. Diana F. Cantor

    Diana F. Cantor

  8. Partner, Alternative Investment Management, LLC

    Partner, Alternative Investment Management, LLC Age: 66 Independent Director since 2012 Chairman, Nominating and Corporate Governance Committee Member, Compensation Committee Member, Finance and Pension Investment Committee DIANA F. CANTOR is currently a Partner at Alternative Investment Management, LLC, an independent, privately held investment management firm, a position she has held since January 2010. In that role, she provides executive oversight as a member of the Board of Managers and advises on strategic business development and investment activities. She also serves as a Managing Director with AKF Consulting Group, a strategic advisor to public administrators of state investment programs, focusing on the areas of governance, fiduciary duties and oversight of state-run investment programs. Mrs. Cantor is a past Chairman of the Board and served from 2010 through 2020 as a Trustee of the Virginia Retirement System, where she was responsible for the oversight and risk management of the Commonwealth of Virginia’s retirement system. Mrs. Cantor served as a Managing Director with New York Private Bank and Trust from January 2008 through December 2009, where she participated in the expansion of the Bank’s wealth management activities. She was the founder and Chief Executive Officer of the Virginia College Savings Plan, an independent agency of the Commonwealth of Virginia, a position she held from 1996 to 2007. In that role, she was responsible for the creation, implementation and investment management of a $27 billion program. Earlier in her career, she served as a Vice President of Richmond Resources, Ltd., a real estate development, construction and management company, and as a Vice President at Goldman, Sachs & Co., overseeing the firm’s leveraged buyout and internal investment funds and merchant banking operations. Mrs. Cantor serves on the board of directors of VICI Properties Inc., an experiential-asset focused real estate investment trust, since 2018, and is both Chairman of its Audit Committee and a member of the Nominating and Governance Committee. She also serves as a director of Domino’s Pizza, Inc. (“Domino’s”), a global pizza restaurant chain and franchise pizza delivery company, since 2005, and is a member of its Nominating and Corporate Governance Committee and its Inclusion and Diversity Committee, and previously served as Chairman of its Audit Committee. Mrs. Cantor is a member of the VCU Health System Authority Board, serving as the Chair of the Investment and Debt Committee as well as a member of the Finance and Property Committee, Governance Committee, Quality, Safety and Service Committee and Executive Committee. Mrs. Cantor previously served as a director and member of the Audit Committee of Revlon, Inc., a global cosmetics company, from 2013 to 2015, as a director of The Edelman Financial Group, Inc., a provider of investment advice, from 2011 to 2012, and as a director and Chairman of the Audit Committee of Media General, Inc., a provider of news, information and entertainment from 2005 until its merger with Nexstar Broadcasting Group, Inc. to form Nexstar Media Group, Inc. in January 2017. Mrs. Cantor possesses extensive investment, financial and legal experience, in addition to significant public company directorship and committee experience, all of which add important, multi-disciplinary financial, risk-management and strategic leadership and perspectives to the Board of Directors. Her service on the boards of public multinational corporations offers the Board of Directors valuable insights on governance best practices and executive leadership. Her board service on numerous public retail companies also adds important consumer product and marketing perspectives, as well as experience with strategic business development, to our Board of Directors.

  9. Robert C. Sledd

    Robert C. Sledd

  10. Managing Partner, Sledd Properties, LLC

    Managing Partner, Sledd Properties, LLC Age: 71 Independent Director since 2009 Chairman, Finance and Pension Investment Committee Member, Compensation Committee Member, Nominating and Corporate Governance Committee ROBERT C. SLEDD is Managing Partner of Sledd Properties, LLC, an investment company, and has held that role since 2001. From January 2010 until January 2014, Mr. Sledd served as the Senior Economic Advisor to the former Governor of Virginia and was responsible for the development of Virginia’s strategic economic development plan and oversight in coordination with the Secretary of Commerce. In 1987, Mr. Sledd co-founded and served as Chief Executive Officer of Performance Food Group Company (“PFG”), a foodservice distribution company. During his tenure at PFG, Mr. Sledd oversaw the development and implementation of its strategic plan, becoming Chairman and Chief Executive Officer in 1995. Under his leadership, PFG became the third largest foodservice distributor in the U.S. and the largest produce processor and bagged salad supplier to both the retail and foodservice markets with approximately $7 billion in sales. Mr. Sledd remained Chairman until PFG was taken private in June 2008. Mr. Sledd also served as a director and a member of the Audit and Executive Committees of Owens & Minor, Inc., a distributor of national name-brand medical and surgical supplies and a healthcare supply chain management company, from 2007 to 2021 and served as Chairman of the Board from 2018 to 2020. Mr. Sledd served as the Interim President and Chief Executive Officer of Owens & Minor, Inc. from November 2018 to March 2019. From 1996 until his retirement in May 2024, Mr. Sledd served as a director on the board of Pool Corporation, a wholesale distributor of swimming pool supplies, equipment, and related leisure products, and was a member of its Audit and Compensation Committees. In that time, Pool Corporation was among the top performing companies on the Nasdaq. Mr. Sledd’s multi-disciplinary expertise in agri-products distribution and economic and business development provides the Board of Directors with valuable strengths and insights. In addition, his strategic and operational experience in the food industry is an important addition to the Board’s skills and expertise and supports the Company in its execution of its strategies with respect to developing and growing its plant-based ingredients platform. Further, his public company experience in senior executive and director roles enhances the Board of Directors’ governance, strategic growth and financial expertise. Thomas H. Tullidge, Jr.

  11. Chief Strategy Officer, Legal and Finance, Managing Director and a Co-Founder of Cary Street Partners Financial LLC

    Chief Strategy Officer, Legal and Finance, Managing Director and a Co-Founder of Cary Street Partners Financial LLC Age: 67 Independent Director since 2018 Member, Audit Committee Member, Finance and Pension Investment Committee Member, Nominating and Corporate Governance Committee THOMAS H. TULLIDGE, JR. is Chief Strategy Officer, Legal and Finance, Managing Director and a co-founder of Cary Street Partners Financial LLC (formerly Luxon Financial LLC), a wealth management, insurance, and asset management service provider that was founded in 2002. In that role, he is responsible for developing, communicating, executing, and sustaining corporate strategic initiatives. Previously, Mr. Tullidge held several senior level positions within the Mergers and Acquisitions Group of Wachovia Securities, formerly First Union Securities, including Head of the Technology Mergers and Acquisitions Group. During his tenure at Wachovia Securities, Mr. Tullidge also led the Healthcare Mergers and Acquisitions Group and executed transactions across a wide range of industries in addition to healthcare and technology, including Business Services, Media and Entertainment, and Restaurants. Prior to joining First Union, he was a partner at Jefferson Capital Partners, Ltd., a private equity firm, and before that he served as Vice President in Business Development and as Senior Vice President, General Counsel and Corporate Secretary with Trigon Blue Cross Blue Shield. Mr. Tullidge was also a Partner with the law firm of McGuireWoods LLP. He serves as a director and a member of the Executive and Grant Committees of Cary Street Partners Financial LLC. Mr. Tullidge also currently serves as a director and member of the Audit and Finance Committees of Carpenter Co., a privately-held company and one of the world’s largest producers of comfort cushioning products, as a director and member of the Executive, Audit and Compensation Committees of Gray Lumber Company, a privately held real estate investment firm. Mr. Tullidge’s extensive experience in structuring, negotiating, and executing mergers and acquisitions, joint ventures, and other complex corporate finance transactions domestically and internationally provides the Board of Directors valuable executive leadership, financial and corporate strategy perspective. His investment, financial and legal experience, as well as his background in risk oversight, management and corporate governance, also add important, multi-disciplinary skills and perspectives to the Board of Directors.

  12. Incumbent Directors Whose Terms Expire in 2025 (Class I Directors)

    Incumbent Directors Whose Terms Expire in 2025 (Class I Directors)

  13. Michael T. Lawton

    Michael T. Lawton Former Executive Vice President and Chief Financial Officer, Domino’s Pizza, Inc. Age: 65 Independent Director since 2016 Chairman, Audit Committee Member, Compensation Committee Member, Executive Committee MICHAEL T. LAWTON retired as Executive Vice President and Chief Financial Officer of Domino’s Pizza, Inc. (“Domino’s”), a global pizza restaurant chain and franchise pizza delivery company, in August 2015. In that position, Mr. Lawton oversaw all financial functions, including financial reporting, treasury, internal audit, tax, risk management, budgeting and analysis, as well as providing strategic oversight. Mr. Lawton previously served in numerous executive roles with Domino’s, including Interim Chief Information Officer, Executive Vice President of Supply Chain Services, in which he was responsible for North America supply chain operations, and Executive Vice President of International, during which he managed the international business during a period of rapid growth, which included entering 15 new markets. While in that role, he also led a cross-functional task force charged with evaluating the traffic decay in the U.S. business and identifying necessary strategic changes to reverse the trend. He began his tenure with Domino’s in 1999 as Vice President of International Finance, in which he worked with franchises across over 60 markets to identify opportunities for growth. From 1986 to 1999, Mr. Lawton held various financial and general management positions with Gerber Products Company, a subsidiary of Nestle, including serving as Senior Vice President and Chief Operating Officer. Earlier in his career, Mr. Lawton held several positions at Ernst & Whinney (now Ernst & Young LLP) ranging from staff auditor to audit manager, serving clients in manufacturing, health care and wholesale. Since 2013, Mr. Lawton has been a director of La-Z-Boy, Inc., a manufacturer, importer, distributor and retailer of upholstery furniture products, where he has served as the Chair of the Board since 2022. Mr. Lawton also serves as a member of the La-Z-Boy Audit Committee (serving previously as its Chair from 2015 to 2021) and the Compensation and Talent Oversight Committee. Mr. Lawton’s significant experience as a senior executive of a public company and well-known consumer brand, as well as his public company board experience, is valuable to the Board of Directors with respect to key areas such as strategic planning, risk oversight, executive compensation and corporate governance. In addition, Mr. Lawton brings to the Board of Directors an exceptionally strong background in accounting and finance as well as extensive international management, commercial strategic development, and supply chain experience. In addition, his decades-long global background in various segments of the food industry provides the Board with a breadth and depth of experience that is important to the Company’s development and growth of its plant-based ingredients business.

  14. Incumbent Directors Whose Terms Expire in 2026 (Class II Director)

    Incumbent Directors Whose Terms Expire in 2026 (Class II Director)

  15. Former Director, Ohio Department of Commerce

    Former Director, Ohio Department of Commerce Age: 71 Independent Director since 2020 Member, Audit Committee Member, Finance and Pension Investment Committee Member, Nominating and Corporate Governance Committee JACQUELINE T. WILLIAMS is an experienced executive with leadership in government, financial services and telecommunications. Most recently, Ms. Williams served as Director of the Ohio Department of Commerce. Appointed by Ohio’s Governor, Ms. Williams served in the Cabinet position from 2015 to 2019, providing enterprise leadership for the state’s principal business regulatory agency. Ms. Williams’ prior tenure includes serving as Ohio’s Chief of Minority Business Development and as Executive Director of the Ohio Liquor Control Commission. She worked as Director of College Savings for New America Foundation, a Washington D.C.-based think tank, and served for a decade as Executive Director of the Ohio Tuition Trust Authority which operates the state’s 529 college savings programs. Ms. Williams spent 15 years with AT&T, a telecommunications, technology, media and entertainment company. Ms. Williams has served on a number of public sector boards including the Ohio Housing Finance Agency, the Ohio Minority Development Finance Advisory Board and the Columbus Cancer Clinic. Ms. Williams also served as board chair for the Ohio Minority Business Advisory Council, the College Savings Plans Network and as president of the Columbus (Ohio) Board of Health. Ms. Williams provides deep expertise in public policy, economic development, marketing, public relations, business strategy and regulation. Ms. Williams’ substantial financial, strategic and leadership experience across the public and private sectors enables her to offer the Board of Directors a broad perspective encompassing public policy, commercial integrity and regulation, diversity and inclusion, financial strategy and management, and economic development. Ms. Williams’ diverse experience adds important multi-disciplinary financial and strategic perspective to the Board of Directors. Her tenure as Director of the Ohio Department of Commerce lends valuable insights to the Board regarding public policy, governance best practices and executive leadership. Arthur J. Schick, Jr.

  16. President, Alpha Sierra Global LLC

    President, Alpha Sierra Global LLC Age: 68 Independent Director since 2023 Member, Audit Committee Member, Finance and Pension Investment Committee Member, Nominating and Corporate Governance Committee ARTHUR J. SCHICK, JR. is a global consumer products executive with expertise in domestic and international strategic supplier development and procurement (ingredients and packaging), operations, supply chain management, and research and development. Mr. Schick is a 35-year veteran of Pepsico, Inc. (“PepsiCo”), a global food and beverage company. He retired as Vice President of Proprietary Flavors within the Beverage Concentrate Division of PepsiCo in 2020. During his 17 years in that position, Mr. Schick led PepsiCo’s organization that manufactured all proprietary flavors for the company’s global beverage brands and led the global sourcing strategies and supply chain management for the organization. From 1985 to 2003, Mr. Schick held other leadership roles in global procurement, operations, and supply chain management at PepsiCo, including Senior Director, Procurement in the Beverage Concentrate Division and Director, Global Procurement. Earlier in his career, Mr. Schick worked in the Research and Development Division of Procter & Gamble, a consumer products company. In addition, Mr. Schick served over ten years as a contributing board member for the Flavor Extract Manufacturers Association (“FEMA”), the premier national association of the U.S. flavor industry, serving as FEMA’s President in 2013. Since 2020, Mr. Schick has served as the President of Alpha Sierra Global LLC, a consulting company that provides strategic and operational consulting to firms that focus on consumer products, flavor compounding and ingredients. Mr. Schick’s breadth of experience in the ingredients and value-added supplier space represents an invaluable addition to the Board. His extensive experience as a well-respected global consumer products executive with in-depth knowledge of the food and beverage industry, as well as his deep-rooted expertise and knowledge of the ingredients industry from the top down, broaden the Board’s skills and expertise related to the Company’s plant-based ingredients business and strategies. He also brings tremendous value to the Board of Directors with respect to both business segments of the Company, with over four decades of experience in strategic supplier development, procurement, operations, international supply chain management, and product research and development.

  17. Directors and Executive Officers

    Directors and Executive Officers The following table sets forth as of the record date, June 6, 2024, certain information with respect to the beneficial ownership of shares of Common Stock by (i) each director or nominee, (ii) each executive officer listed in the “Summary Compensation Table”, who we refer to as the “named executive officers”, and (iii) all current directors and executive officers as a group.

  18. Directors and Executive Officers

    | Name of Beneficial Owner | Number of Shares(1) | Percent of Class(2) | | | (#) | (%) | | Diana F. Cantor | 22,303 | * | | George C. Freeman, III(3) | 352,398 | 1.4% | | Lennart R. Freeman(4) | 17,310 | * | | Airton L. Hentschke | 113,289 | * | | Thomas H. Johnson | 27,460 | * | | Johan C. Kroner | 52,343 | * | | Michael T. Lawton(5) | 17,266 | * | | J. Patrick O'Keefe | 13,169 | * | | Arthur J. Schick, Jr. | 3,501 | * | | Robert C. Sledd | 15,156 | * | | Thomas H. Tullidge, Jr. | 14,170 | * | | Preston D. Wigner | 54,439 | * | | Jacqueline T. Williams | 11,226 | * | | All current directors and all executive officers as a group (17 persons) | 760,036 | 3.1% |

  19. Directors and Executive Officers

    *Percentage of ownership is less than 1% of the outstanding shares of Common Stock. (1)No executive officers or directors have pledged shares of Common Stock as security. (2)The percentages shown in the table are based on 24,651,855 shares of Common Stock outstanding on June 6, 2024. (3)Amount includes 400 shares held by two of Mr. G. Freeman's children and 200 shares held by Mr. G. Freeman as custodian for another child. (4)Amount includes 14,594 shares owned by the Lennart R. Freeman Revocable Trust. (5)Amount includes 864 shares held by The Michael T. Lawton Trust.

  20. Fiscal Year 2024 Compensation Discussion and Analysis

    Fiscal Year 2024 Compensation Discussion and Analysis This Compensation Discussion and Analysis and the executive compensation tables that follow describe the compensation of the Company’s named executive officers: •George C. Freeman, III, Chairman, President and Chief Executive Officer; •Airton L. Hentschke, Senior Vice President and Chief Operating Officer; •Johan C. Kroner, Senior Vice President and Chief Financial Officer; •Preston D. Wigner, Senior Vice President (former Vice President, General Counsel and Secretary until April 1, 2024); and •J. Patrick O'Keefe, Senior Vice President, Universal Global Ventures, Inc. We refer to these five executives as our named executive officers. Information about named executive officers’ salaries and any changes thereto in fiscal year 2024 can be found under “Base Salaries” on page 46. Information about annual cash incentive targets and awards appears under “Annual Cash Incentive Awards” beginning on page 47. Information about long-term targets and awards appears under “Long-Term Equity Participation” beginning on page 49.

  21. Executive Compensation

    | •personal use of corporate aircraft; | •company cars or vehicle allowances; | | •membership dues in social organizations; | •employment, severance or retention agreements; or | | •excise tax gross-ups; | •other tax reimbursements. | | •any other tax gross-ups; | |

  22. Executive Compensation

    We have a Change of Control Policy applicable to senior management. Please see the section “Change of Control Policy” on page 52 of this Proxy Statement for further information. We have a Clawback Policy that applies to our current and former executive officers, including our named executive officers, and subjects incentive-based compensation received on or after October 2, 2023 to recovery if the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws. Additionally, we have a “clawback” provision applicable to cash-incentive awards and performance-based equity awards, which applies to the extent that it would not duplicate recovery required by the Clawback Policy. Please see the section “Clawback in the Event of Restatements or Ethical Misconduct” on page 43 of this Proxy Statement for further information about our Clawback Policy. We maintain a policy prohibiting hedging and derivatives trading in our Common Stock. Please see the section “Prohibitions on Hedging” on page 44 of this Proxy Statement for further information about hedges and speculative trading. At the 2023 Annual Meeting of Shareholders, approximately_97.5% of the votes cast supported our executive compensation policies and procedures for our named executive officers. Given the high level of support from our shareholders, as demonstrated by the results of their vote, we did not make any significant changes in our policies or programs in response to their vote.

  23. Peer Group Analysis

    Peer Group Analysis On an annual basis, the Compensation Committee determines the total compensation target for each of our executive officers. The Compensation Committee then sets the mix of the different components of compensation desired to achieve the total compensation target. The Compensation Committee periodically requests that its outside advisor benchmark the component totals to confirm that such amounts are within reason of our peer group. The Compensation Committee, generally, targets the 50th percentile in measuring competitiveness. During fiscal year 2024, the Compensation Committee requested that PwC review and, if necessary, update our peer group list. PwC evaluated the peer group list in order to discover relevant comparator companies not within our peer group and potentially to identify companies included in our peer group that may no longer be considered comparable. Characteristics considered in this evaluation included business sector, with a focus on companies in tobacco, packaged foods and meats and agricultural products, as well as revenue, assets, market capitalization and operational complexity. PwC recommended a change to the peer group to better align that list with the Company in terms of the overall characteristics considered. Although the leaf tobacco industry is highly competitive, Universal and Pyxus International, Inc. are the only global, independent, publicly traded competitors. In fiscal year 2024, we adopted the peer group below:

  24. Peer Group Analysis

    | Pyxus International, Inc. | Flowers Foods, Inc. | Hain Celestial Group, Inc. | | J&J SnackFoods Corp. | Fresh Del Monte Produce Inc. | Seneca Foods Corporation | | B&G Foods, Inc. | John B. Sanfilippo & Son, Inc. | Darling Ingredients, Inc. | | Cal-Maine Foods, Inc. | Lancaster Colony Corporation | TreeHouse Foods, Inc. |

  25. Clawback in the Event of Restatements or Ethical Misconduct

    Clawback in the Event of Restatements or Ethical Misconduct In November 2023, the Board of Directors approved the Universal Corporation Dodd-Frank Clawback Policy, effective as of October 2, 2023 (“Clawback Policy”) consistent with the SEC rules and NYSE listing standards. The Clawback Policy applies to our current and former executive officers, including our named executive officers, and subjects incentive-based compensation received on or after October 2, 2023 to recovery if the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws. In the event of a required accounting restatement, the Clawback Policy requires the Company to recover the portion of incentive-based compensation that is deemed to have been erroneously awarded, unless the Compensation Committee determines that recovery would be impracticable and that one or more of the limited impracticability exceptions under SEC rules is met. Recovery under the Clawback Policy is required regardless of whether the executive officer engaged in misconduct or otherwise caused or contributed to the requirement for the accounting restatement. The Clawback Policy operates in addition to a clawback provision already contained in our cash incentive awards, as well as performance-based equity awards. This clawback provision operates to the extent that it would not duplicate recovery of the same portion of incentive-based compensation that is deemed to have been erroneously awarded under the Clawback Policy. The purpose of this clawback provision is to authorize the potential recovery or adjustment of awards when the performance measures on which such awards were based are restated in a manner that would have decreased the amount of the award had the restated performance measure been used to calculate the original award, or when the award is otherwise deemed inappropriate by the Compensation Committee due to the occurrence of certain stated events. The clawback provision applied to all cash incentive and equity awards made during fiscal year 2024. Management has also implemented additional effective controls to minimize potential unintended or willful reporting errors. In addition, the Compensation Committee has the discretion to reduce or eliminate an executive’s incentive compensation and equity awards or seek recovery of the same, in the event of ethical misconduct. The Compensation Committee reviews cash incentive payments, performance-based equity awards, and other performance-based awards that are made to all current and former officers on the basis of having met or exceeded performance goals. Appropriate action will be taken after considering all factors and circumstances. Our Benefit Restoration Plan also includes a forfeiture provision whereby a participant will forfeit all rights in and to any benefits payable under the Benefit Restoration Plan, if we terminate the participant’s employment as a result of a participant’s fraud, dishonesty, or embezzlement where the participant has been materially, unjustly enriched by such conduct.

  26. 2023 Stock Incentive Plan

    2023 Stock Incentive Plan The Universal Corporation 2023 Stock Incentive Plan was approved by the Compensation Committee and subsequently our shareholders at our 2023 Annual Meeting. This plan replaced our 2017 Stock Incentive Plan. The 2023 Stock Incentive Plan serves as the core program for the performance-based compensation components of our named executive officers’ total compensation. The 2023 Stock Incentive Plan defines the incentive arrangements for eligible participants and: •authorizes the granting of annual cash incentive awards, stock options, stock appreciation rights, performance share units, restricted stock, restricted stock units and other incentive awards, all of which may be made subject to the attainment of performance goals approved by the Compensation Committee; •provides for the enumeration of the business criteria on which an individual’s performance goals may be based; •establishes the maximum share grants or awards that can be paid to a participant in the 2023 Stock Incentive Plan; and •prohibits repricing or the exchange of options or stock appreciation rights without the approval of shareholders. The Compensation Committee will continue to administer awards previously granted under the 2007 Stock Incentive Plan and the 2017 Stock Incentive Plan.

  27. Total Direct Opportunity Compensation

    Total Direct Opportunity Compensation •Base salary. Base salary is intended to reflect the market value of an executive officer’s role and responsibility, with differentiation for individual capabilities and experience in their positions. •Annual cash incentive awards. Annual cash incentive awards in the form of market competitive, performance-based, cash bonuses are designed to focus our executives on pre-set goals each year and to drive profitability, growth, and shareholder value. •Long-term equity participation. Long-term equity participation is designed to recognize executives for their contributions to the Company, to highlight the strategic importance of each executive’s role, to promote retention, and to align the interests of management and shareholders in long-term growth and stock performance by rewarding executives for the creation of shareholder value.

  28. Total Indirect Compensation

    | | Base Salary | Target Cash Incentive Award | Target Long-Term Equity Award | Target Total | | George C. Freeman, III | 25.0% | 25.0% | 50.0% | 100% | | Airton L. Hentschke | 30.0% | 25.0% | 45.0% | 100% | | Johan C. Kroner | 32.5% | 25.0% | 42.5% | 100% | | Preston D. Wigner | 37.5% | 25.0% | 37.5% | 100% | | J. Patrick O'Keefe | 40.0% | 25.0% | 35.0% | 100% |

  29. 2. Annual Cash Incentive Awards

    2. Annual Cash Incentive Awards The Annual Incentive Plan provides that participants in the plan include persons who are executive officers of the Company or any subsidiary (as defined in the Annual Incentive Plan) for purposes of the Exchange Act, selected from time to time by the Compensation Committee to participate in the Annual Incentive Plan. These executive officers, which include our named executive officers, may receive annual cash incentive awards that vary from year to year based upon corporate and individual performance. We believe annual cash incentive awards align the interests of our key employees to our shareholders and provide a means for recognizing individual contribution to our overall results. The total cash incentive awards earned for fiscal year 2024 by our named executive officers were approved by the Compensation Committee on May 30, 2024, and are set forth in the Column, “Non-Equity Incentive Plan Compensation,” in the “Summary Compensation Table” on page 54 of this Proxy Statement. Annual cash incentive payments under the Annual Incentive Plan are paid based on the Company’s achievements against pre-established performance metrics as set by the Compensation Committee. The annual cash incentive awards to our named executive officers (except for Mr. O'Keefe) in fiscal year 2024 were based 50% on the generation of adjusted economic profit, a metric very similar to economic value added, and 50% on the generation of adjusted earnings per share. We use adjusted economic profit and adjusted earnings per share, as these performance measures strongly encourage capital discipline and better investment decisions and lead to enhanced cash flow. The Compensation Committee also believes that these measures are representative of our overall performance, and they provide transparency to investors and enable period-to-period comparability of financial performance. For purposes of the Annual Incentive Plan, adjusted economic profit is described as consolidated earnings before interest and taxes after certain adjustments, minus a capital charge equal to our weighted average cost of capital times average adjusted funds employed, and adjusted to exclude certain other items as approved by the Compensation Committee, and we define adjusted earnings per share as the diluted earnings per share of Common Stock, adjusted to exclude restructuring and impairment, annual cash incentive award accruals under the Annual Incentive Plan and certain other items as approved by the Compensation Committee. Adjusted economic profit and adjusted earnings per share should not be considered as alternatives to net income or diluted earnings per share determined in accordance with generally accepted accounting principles in the United States. Mr. O’Keefe’s annual cash incentive award in fiscal year 2024 was based on a hybrid model. Fifty percent was based on the matrix described above and 50% was based on the Ingredients Operations segment financial results. During fiscal year 2024, the Compensation Committee reviewed and reaffirmed the performance metrics and performance goals under the programs including the use of adjusted earnings per share as a performance goal in the annual incentive and long-term performance award program. The Company is focused on sustainable shareholder value and continuing our more than 50-year history of dividend increases. Adjusted earnings per share. is a performance measure that is directly related to our financial goals and is an important driver of shareholder value. The Compensation Committee recognizes that the short and long-term incentive arrangements are based on similar metrics, but it considers profitability as our key driver of financial health and performance. The Company does not provide forward earnings guidance and is not required to do so. As such, we do not disclose performance targets applicable to our Annual Incentive Plan or our performance share units until after they are earned. We also believe that such disclosure would result in competitive harm to the Company. Participants in the Annual Incentive Plan are eligible to receive an annual cash incentive award equal to a percentage of their base salary in the event certain threshold levels are met for adjusted economic profit and adjusted earnings per share. The following table sets forth the threshold, target and maximum levels for the adjusted economic profit and adjusted earnings per share metrics that were applicable for fiscal year 2024 awards under the Annual Incentive Plan:

  30. 2. Annual Cash Incentive Awards

    | | Threshold Level | Target Level | Maximum Level | FY 2024 Results | | Adjusted Economic Profit | $(9.2) million | $25.8 million | $60.8 million | $47.8 million | | Adjusted Earnings Per Share | $3.15 per share | $4.15 per share | $5.15 per share | $5.06 per share |

  31. 2. Annual Cash Incentive Awards

    Based on the definition of adjusted earnings per share provided above, a reconciliation of the adjusted earnings per share of $5.06 achieved for fiscal year 2024 to our reported diluted earnings per share of $4.78 is as follows:

  32. 2. Annual Cash Incentive Awards

    | Adjusted Earnings Per Share | $5.06 | | Per share effect of annual cash incentive award accrual excluded from adjusted earnings per share | (0.16) | | Per share effect of restructuring and impairment | (0.12) | | Reported Diluted Earnings Per Share | $4.78 |

  33. 2. Annual Cash Incentive Awards

    In fiscal year 2024, our diluted earnings per share decreased compared to fiscal year 2023, due to a favorable final income tax ruling in Brazil that was recognized in the prior fiscal year, but was offset by better results for our Tobacco Operations segment. Our Tobacco Operations segment benefited from a favorable product mix, strong customer demand, and the sale of larger crops in Africa in fiscal year 2024. Interest expense increased as a result of higher short-term and long-term debt levels to fund working capital requirements and increased interest rates. On June 1, 2023, the Compensation Committee established the fiscal year 2024 performance targets to ensure performance stretch in the fiscal year 2024 Annual Incentive Plan goals. The performance targets for adjusted earnings per share set for the last three fiscal years were $4.15, $4.00 and $4.08 for fiscal years 2024, 2023, and 2022 respectively. In addition, the performance target for adjusted economic profit was set at $25.8 million in fiscal year 2024. Each executive officer participating in the Annual Incentive Plan is eligible to receive an annual cash incentive award based on a percentage of his or her base salary, which we call the target bonus opportunity percentage. The target bonus opportunity percentage for each executive officer, except the Chief Executive Officer, is initially set by our Chief Executive Officer and is based on the executive officer’s experience in his or her present position and job responsibilities. Our Chief Executive Officer submits the recommended target bonus opportunity percentages to the Compensation Committee for its review and approval each year. For our Chief Executive Officer, the Compensation Committee determines the target bonus opportunity percentage. In addition, the Compensation Committee reviewed the information provided by the Committee’s independent compensation consultant regarding its pay mix comparison to our peer group. Each year, the Compensation Committee approves percent-of-target performance tables for each performance measure. As the Company performance deviates from targeted performance, the percentages in the tables increase or decrease at an accelerated rate. Once the adjusted economic profit, adjusted earnings per share and ingredients operating segment's financial results (with respect to Mr. O'Keefe's annual cash incentive award) performance measures have been calculated for the applicable fiscal year, the Compensation Committee compares the calculated performance to the preapproved tables to determine the percentage to apply to the executives’ target bonus opportunity amounts. The Compensation Committee applies the resulting percentage to the target bonus opportunity amount to determine the annual cash incentive award each executive is eligible to receive. Annual cash incentive awards are capped at two times the target bonus opportunity percentage for each criterion, regardless of how much the Company’s performance exceeded the target level for either criteria. In addition, the Compensation Committee reserves the right to exercise negative discretion in adjusting any incentive awards, but the Compensation Committee has no discretion to increase the awards. The Compensation Committee does not award any discretionary, non-performance based annual cash incentive awards if the performance goals are not achieved. Using Mr. G. Freeman as an example, the Company generated adjusted economic profit and adjusted earnings per share above the target level for fiscal year 2024, with adjusted earnings per share and adjusted economic profit substantially exceeding the targets. The adjusted economic profit and adjusted earnings per share performance measures for the year corresponded to 165.2% achievement of the target levels on the Compensation Committee’s pre-approved tables. Consequently, for fiscal year 2024, Mr. G. Freeman’s award amount was $1,774,200. The following table lists the target bonus opportunity percentages, the target bonus opportunity amounts, the maximum bonus opportunity amounts, and the actual cash incentive awards for fiscal year 2024 for our named executive officers:

  34. 2. Annual Cash Incentive Awards

    | | Target Bonus Opportunity Percentage | Target Bonus Opportunity Amount | Maximum Bonus Opportunity Amount | Actual Percentage Bonus Payout | Actual 2024 Bonus Paid | | | (%) | ($) | ($) | (%) | ($) | | George C. Freeman, III | 100% | 1,074,000 | 2,148,000 | 165.2% | 1,774,200 | | Airton L. Hentschke | 83% | 565,800 | 1,131,600 | 165.2% | 934,700 | | Johan C. Kroner | 77% | 397,100 | 794,200 | 165.2% | 656,000 | | Preston D. Wigner | 67% | 317,000 | 634,000 | 165.2% | 523,700 | | J. Patrick O'Keefe | 63% | 243,600 | 487,200 | 102.3% | 249,200 |

  35. 2. Annual Cash Incentive Awards

    On May 30, 2024, the Compensation Committee established the performance measures applicable for the annual cash incentive awards to be awarded for fiscal year 2025.

  36. 3. Long-Term Equity Participation

    3. Long-Term Equity Participation The Compensation Committee administers the 2023 Stock Incentive Plan, the 2017 Stock Incentive Plan and the 2007 Stock Incentive Plan, as amended and restated, pursuant to which the Compensation Committee grants to key executive officers restricted stock units and performance share units based upon a determination of competitive aggregate compensation levels. The Compensation Committee believes that significant ownership of Common Stock by senior management is the optimal method to align the interests of management to our shareholders and to ensure the proper focus on long-term business strategies. The long-term equity awards deliver value based on shareholder return and reinforce other long-term business objectives such as the Company’s fundamental responsibility to our stakeholders to maintain high ethical, social and environmental standards in support of a sustainable supply chain. Our compensation structure is designed to deliver a significant portion of total direct opportunity compensation in the form of long-term equity awards with 35% to 50% for named executive officers. In addition, long term equity awards encourage significant ownership which provide long-term financial incentives and promote retention of management. With the exception of new hires or promotions, long-term incentives are awarded annually, within twelve business days following the public release of our annual earnings. The Compensation Committee selected this timing, because it enables us to consider the prior year performance of the Company and the participants and our expectations for the next performance period, while also making the annual awards after we publicly disclose our performance for the year. The awards also are made as early as practicable in our fiscal year in order to maximize the time period for the incentives associated with the awards. The Compensation Committee’s schedule is determined between six and twelve months in advance, though changes may occur, and the proximity of any awards to market events other than earnings announcements is coincidental. We currently use restricted stock units and performance share units as the preferred forms of long-term equity participation. Restricted stock units are used as a cost-effective addition to the compensation mix because such awards do not require the issuance of Common Stock until vesting. Our use of performance share units as a long-term equity award places greater emphasis on our long-term financial performance and subjects a higher percentage of the long-term incentive awards to risk based on such performance. Performance share units focus greater attention and rewards on the key underlying drivers of shareholder value, and are granted annually, with overlapping multi-year performance cycles. Performance share units are earned on the last day of the performance period selected by the Compensation Committee and vest and are paid out subject to the Compensation Committee’s approval of the Company’s achievement of the performance measures previously selected by the Compensation Committee. Performance share units do not carry any dividend rights. Similar to annual cash incentive awards under the Annual Incentive Plan, as the actual performance exceeds the performance measure threshold selected by the Compensation Committee, the amount of performance share units payout increases, with 100% payout occurring if performance reaches a target level set by the Compensation Committee. Payout can exceed 100% if the performance exceeds the target level, but it is capped at a maximum of 150%. Conversely, the payout is reduced if actual performance falls short of the selected performance measure target. At the time of vesting, the vested performance share units are payable in shares of Common Stock. For awards granted in fiscal years 2022, 2023, and 2024 the Compensation Committee selected average adjusted earnings per share as the appropriate criterion for use with performance share units and set the performance period at three fiscal years, which began April 1 of each fiscal year. Adjusted earnings per share is calculated in the same manner as it is with Annual Incentive Plan awards. The threshold levels for adjusted earnings per share performance were set based on levels of performance that were believed to be achievable. The target levels for adjusted earnings per share performance were set based on levels of performance that were believed to be aggressive, but obtainable. Given the cyclical nature of our core business and its maturity, it is difficult to set multiple year performance targets. The maximum levels for adjusted earnings per share performance were set based on levels of performance that were believed to be realizable only with exceptional performance. As previously mentioned, we do not disclose performance targets at the time of awards as we believe that to do so would prove detrimental to our business. For the fiscal year 2024 long-term equity awards awarded in June 2023, the Compensation Committee determined that one-half should consist of three-year performance share units and the remaining one-half should consist of three-year restricted stock units. The Compensation Committee used an equal mix of performance share units and restricted stock units because it believes that such mix represents the appropriate balance for our Company in rewarding stock appreciation and relative shareholder return, while also placing sufficient emphasis on our overall financial performance. The same structure was approved by the Compensation Committee for fiscal year 2025. In addition, effective in fiscal year 2022, the Compensation Committee adopted the use of three-year cliff vesting restricted stock units rather than five-year cliff vesting. This change was recommended by the Compensation Committee’s independent compensation consultant and was consistent with our peer group and current market practice. Past restricted stock units were awarded with five-year cliff vesting. Restricted stock units earn dividend equivalent units during the respective vesting periods. These dividend equivalent units only vest when the underlying award of restricted stock units vest. In addition, our named executive officers have additional vesting restrictions or holding period requirements on their restricted stock unit awards in accordance with Section 409(a) of the Internal Revenue Code. On May 28, 2020, we awarded performance share units for the three-year performance period from April 1, 2020 through March 31, 2023. Those awards vested on March 31, 2023 and the payout was approved by the Compensation Committee on June 1, 2023. The performance measure was the three-year average of the adjusted earnings per share with earnings per share calculated in the same manner as it is with the Annual Incentive Plan awards. We generated average adjusted earnings per share for the performance period covering fiscal years 2021 through 2023 that were above the target levels. The following table sets forth the threshold, target and maximum levels for the adjusted earnings per share metrics applicable to the performance share units awarded in fiscal year 2021:

  37. 3. Long-Term Equity Participation

    | | Threshold Level | Target Level | Maximum Level | Average 2021-2023 Result | | Average Adjusted Earnings per Share | $2.53 | $4.10 | $4.96 | $4.45 |

  38. 3. Long-Term Equity Participation

    A reconciliation of average adjusted earnings per share of $4.45 for the performance period covering fiscal years 2021 through 2023 is as follows:

  39. 3. Long-Term Equity Participation

    | Fiscal Year 2021 | $4.36 | | Fiscal Year 2022 | 3.88 | | Fiscal Year 2023 | 5.10 | | 3-year Average Adjusted Earnings Per Share | $4.45 |

  40. 3. Long-Term Equity Participation

    The average adjusted earnings per share performance measure for the performance period exceeded the threshold level and target level on the Compensation Committee’s pre-approved percent-of-target performance table. The payouts of the fiscal year 2021 performance share units awards were, therefore, made at 117.5% of the target award levels. The following table lists the target Performance Share opportunities, the maximum Performance Share opportunities and the actual number of shares of Common Stock paid out:

  41. 3. Long-Term Equity Participation

    | | Actual Payout as a % of Target | Target Award at Grant (Shares) | Maximum Award at Grant (Shares) | Actual Award (Shares) | Target Award Value at Grant(1) | Actual Award Value(2) | | George C. Freeman, III | 117.5% | 21,525 | 32,288 | 25,291 | $738,953 | $1,315,638 | | Airton L. Hentschke | 117.5% | 10,200 | 15,300 | 11,985 | $350,166 | $623,460 | | Johan C. Kroner | 117.5% | 6,775 | 10,163 | 7,960 | $232,586 | $414,079 | | Preston D. Wigner | 117.5% | 4,775 | 7,163 | 5,610 | $163,926 | $291,832 | | J. Patrick O'Keefe | 117.5% | 1,400 | 2,100 | 1,645 | $48,062 | $85,573 |

  42. 3. Long-Term Equity Participation

    (1)This column represents grant date fair value determined in accordance with FASB ASC Topic 718. Due to the lack of dividend rights, amounts for performance share units were determined assuming a price per share of $34.33 which represents a discount to the closing price of $43.66 for the shares granted May 28, 2020. (2)This column represents market value based on the June 1, 2023 stock price of $52.02. In fiscal year 2024, the Compensation Committee granted performance share units and restricted stock units to key executives pursuant to the 2017 Stock Incentive Plan. The Compensation Committee granted a total of 54,700 performance share units and 71,750 restricted stock units to 34 executives. The number of performance share units and restricted stock units granted to our named executive officers in fiscal year 2024, were as follows:

  43. 3. Long-Term Equity Participation

    | | Performance Shares | Restricted Stock Units | | George C. Freeman, III | 20,500 | 20,500 | | Airton L. Hentschke | 9,725 | 9,725 | | Johan C. Kroner | 6,450 | 6,450 | | Preston D. Wigner | 4,550 | 4,550 | | J. Patrick O'Keefe | 3,250 | 3,250 |

  44. 3. Long-Term Equity Participation

    Additional details regarding the fiscal year 2024 equity participation awards for each of our named executive officers is set forth in the “Grants of Plan-Based Awards” table on page 56 of this Proxy Statement.

  45. 5. Retirement and Post-Termination Compensation

    5. Retirement and Post-Termination Compensation Our named executive officers are covered by a defined benefit retirement plan, supplemental retirement plan, deferred income plans, and the Universal Leaf Tobacco Company, Inc. 401(k) Savings Plan. Our named executive officers are also covered by the Change of Control Policy. Additional details and all amounts earned by our named executive officers or contributed by us to our named executive officers through those benefits are disclosed in this Proxy Statement where noted below. A. Defined Benefit Retirement Plan Our named executive officers participate in a defined benefit retirement plan, the Employees’ Retirement Plan of Universal Leaf Tobacco Company, Incorporated and Designated Affiliated Companies, which we refer to as the Pension Plan. Further details regarding the Pension Plan and disclosure of the estimated value of pension benefits for our named executive officers are set forth in the “Pension Benefits” table and related footnotes beginning on page 60 of this Proxy Statement. B. Benefit Restoration Plan To the extent benefits payable to our employees at retirement pursuant to the Pension Plan exceed amounts that may be payable under applicable provisions of the Internal Revenue Code, such benefits will be paid under our supplemental retirement plan called the Universal Leaf Tobacco Company, Incorporated 1996 Benefit Restoration Plan, which we refer to as the Benefit Restoration Plan. Further information about the Benefit Restoration Plan is set forth in the “Pension Benefits” table and related footnotes beginning on page 60 of this Proxy Statement. C. Deferred Income Plans We offer our employees at all our U.S. locations the opportunity to participate in the Universal Leaf Tobacco Company, Inc. 401(k) Savings Plans in which we match up to 5% of employee deferrals. We also have a non-qualified deferred plan available to certain executives. Further information about the 401(k) Savings Plan and the non-qualified deferred plan is set forth under “Non-Qualified Deferred Compensation” beginning on page 62 of this Proxy Statement. D. Change of Control Policy We do not offer severance agreements to our named executive officers, nor do we offer them agreements for employment or retention with our company. However, to ensure that we have the continued dedicated service of certain executive officers notwithstanding the possibility, threat, or occurrence of a change of control, in May 2020 the Compensation Committee reviewed and proposed for adoption by the Company the “double-trigger” Change of Control Policy. This Change of Control Policy provides eligible executives with the opportunity to receive severance benefits if a Change in Control of the Company occurs in combination with other specified events, a change recommended by the Compensation Committee’s independent compensation consultant to align with market practices. The purpose and intent of this Policy is to attract and retain key executives and to improve productivity by reducing distractions resulting from a potential Change in Control situation, all of which are in the best interest of the Company and its shareholders. The Compensation Committee believes that this Policy serves the best interests of the Company and our shareholders by ensuring that if a hostile or friendly change of control is ever under consideration, our executives are able to perform their duties and responsibilities and advise the Board of Directors about whether the potential transaction is in the best interests of shareholders, without being unduly influenced by the distracting uncertainty and risk associated with a change of control, such as fear of the economic consequences of losing their jobs as a result of a change of control. The terms and conditions of the Policy are described under “Summary of Termination Payments and Benefits” beginning on page 64 of this Proxy Statement.

  46. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  47. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Fiscal Year | Salary(1) | Stock Awards(2) | Option Awards(2) | Non-Equity Incentive Plan Compensation(3) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings(4) | All Other Compensation(5) | Total | | | | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | (a) | (b) | (c) | (e) | (f) | (g) | (h) | (i) | (j) | | George C. Freeman, III | 2024 | 1,074,000 | 1,948,115 | — | 1,774,200 | 454,283 | 24,478 | 5,275,076 | | Chairman, President and Chief Executive Officer | 2023 | 1,027,800 | 2,117,839 | — | 1,658,900 | — | 27,535 | 4,832,074 | | | 2022 | 978,900 | 1,809,558 | — | 928,000 | — | 19,126 | 3,735,584 | | Airton L. Hentschke | 2024 | 679,000 | 924,167 | — | 934,700 | 129,970 | 16,866 | 2,684,703 | | Senior Vice President and Chief Operating Officer | 2023 | 649,700 | 1,004,275 | — | 873,800 | — | 15,636 | 2,543,411 | | | 2022 | 618,800 | 858,685 | — | 488,800 | — | 16,462 | 1,982,747 | | Johan C. Kroner | 2024 | 516,200 | 612,944 | — | 656,000 | 167,427 | 24,328 | 1,976,899 | | Senior Vice President and Chief Financial Officer | 2023 | 494,000 | 664,594 | — | 613,300 | — | 22,834 | 1,794,728 | | | 2022 | 470,500 | 568,944 | — | 343,100 | 56,270 | 21,888 | 1,460,702 | | Preston D. Wigner | 2024 | 475,500 | 432,387 | — | 523,700 | 101,590 | 21,586 | 1,554,763 | | Senior Vice President(6) | 2023 | 455,000 | 469,647 | — | 489,500 | — | 20,520 | 1,434,667 | | | 2022 | 433,400 | 400,368 | — | 273,800 | — | 17,081 | 1,124,649 | | J. Patrick O'Keefe | 2024 | 389,800 | 308,848 | — | 249,200 | 75,702 | 16,710 | 1,040,260 | | Senior Vice President, Universal Global Ventures, Inc. | | | | | | | | |

  48. SUMMARY COMPENSATION TABLE

    (1)Salary amounts include cash compensation earned by each named executive officer during fiscal years 2022, 2023 and 2024, where applicable, as well as any amounts earned in such fiscal years, but contributed into the Universal Leaf Tobacco Company, Inc. 401(k) Savings Plan and/or deferred at the election of the named executive officer into our deferred compensation program. For a discussion of the deferred compensation program and amounts deferred by the named executive officers in fiscal year 2024, including earnings on amounts deferred, see “Non-Qualified Deferred Compensation” beginning on page 62 of this Proxy Statement. (2)The amount represents the aggregate grant date fair value of stock or options awarded in the applicable fiscal year in accordance with FASB ASC Topic 718. This amount does not reflect our accounting expense for these award(s) during the year and does not correspond to the actual cash value that will be recognized by the named executive officer when received. Performance share awards do not have dividend rights and therefore reflect a lower grant date fair value than the closing price of our Common Stock on the date of grant. For fiscal years 2022, 2023 and 2024 performance share awards, the grant date value per share was $47.95, $54.46, and $43.01, respectively. Amounts for fiscal years 2022, 2023 and 2024 include performance share awards calculated at target levels. If these performance share awards paid at maximum (150% of target), the aggregate grant date fair value of all stock awards for each of the named executive officers would have been at the time of the grant: for fiscal year 2022, Mr. G. Freeman: $2,221,329; Mr. Hentschke: $1,054,081; Mr. Kroner: $698,409; and Mr. Wigner: $491,473; for fiscal year 2023, Mr. G. Freeman: $2,605,936; Mr. Hentschke: $1,235,730; Mr. Kroner: $817,762; and Mr. Wigner: $577,886; for fiscal year 2024, Mr. G. Freeman: $2,388,968; Mr. Hentschke: $1,133,303; Mr. Kroner: $751,651; Mr. Wigner: $530,234; and Mr. O'Keefe: $378,739. Assumptions used in the calculation of these award amounts are included in Notes 1 and 15 to the consolidated financial statements, included in our Annual Report on Form 10-K for the year ended March 31, 2022, in Notes 1 and 15 to the consolidated financial statements, included in our Annual Report on Form 10-K for the year ended March 31, 2023, in Notes 1 and 15 to the consolidated financial statements, included in our Annual Report on Form 10-K for the year ended March 31, 2024, and incorporated by reference into this Proxy Statement. Beginning in fiscal year 2007, fair value expense for stock-based compensation was recognized ratably over the period from grant date to the earlier of (a) the vesting date of the award, or (b) the date the grantee is eligible to retire without forfeiting the award. For employees who are already eligible to retire at the date an award is granted, the total fair value of the award is recognized as expense at the date of grant. Information on individual equity awards granted to the named executive officers in fiscal year 2024 is set forth in the section entitled “Grants of Plan-Based Awards” on page 56 of this Proxy Statement. (3)The amounts represent cash awards to the named executive officers under our performance-based annual cash incentive plan for fiscal years 2022, 2023 and 2024, where applicable, which is discussed in the section entitled “Annual Cash Incentive Awards” beginning on page 47 of this Proxy Statement. While such amounts were earned for fiscal years 2022, 2023 and 2024 performance, they were not paid to the named executive officers until June 13, 2022, June 12, 2023 and June 12, 2024 respectively. (4)The amounts represent the actuarial change in the present values of the named executive officers’ benefits under our pension plans during fiscal years 2022, 2023 and 2024, as applicable, determined using interest rate and mortality rate assumptions consistent with those used in our financial statements. For all named executive officers the amounts only reflect changes in pension value because they had no above market interest earnings for fiscal years 2022, 2023, and 2024. In accordance with SEC rules, no amounts are shown for fiscal years 2022 and 2023 for Messrs. G. Freeman, Hentschke and Wigner and for fiscal year 2023 for Mr. Kroner because their respective changes in pension value during those years was a negative amount. For Mr. G. Freeman the decrease was equal to $(873,623) and $(288,619), respectively; for Mr. Hentschke the decrease was equal to $(66,070) and $(51,531), respectively; for Mr. Wigner the decrease was equal to $(182,030) and $(177,262), respectively; and for Mr. Kroner the decrease was equal to $(72,783). For additional information on our pension plans, see the section entitled “Retirement and Post-Termination Compensation” on page 52 of this Proxy Statement and the tables entitled “Pension Benefits” on page 60 of this Proxy Statement and “Non-Qualified Deferred Compensation” on page 62 of this Proxy Statement. For a full description of the pension plan assumptions used by us for financial reporting purposes for fiscal years 2022, 2023 and 2024 see Note 13 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2024, and incorporated by reference into this Proxy Statement. (5)The table below reflects the types and dollar amounts of perquisites, additional compensation, and other personal benefits provided to the named executive officers during fiscal year 2024. For purposes of computing the dollar amounts of the items listed below, we used the actual out-of-pocket costs to us of providing the perquisite or other personal benefit to the named executive officer. The named executive officers paid any taxes associated with these benefits without reimbursement from us. Each perquisite and personal benefit included in the table below is described in more detail in the narratives immediately following the table:

  49. SUMMARY COMPENSATION TABLE

    | Column (i) Components | G.C. Freeman, III | A.L. Hentschke | J.C. Kroner | P.D. Wigner | J.P. O'Keefe | | | ($) | ($) | ($) | ($) | ($) | | Financial Planning and Tax Preparation Services (a) | 3,815 | — | 2,550 | — | — | | 401(k) Company Match (b) | 15,663 | 16,866 | 16,778 | 16,756 | 16,710 | | Matching Gifts (c) | 5,000 | — | 5,000 | 4,830 | — | | Home Leave - Expatriates (d) | — | — | — | — | — | | TOTALS | 24,478 | 16,866 | 24,328 | 21,586 | 16,710 |

  50. SUMMARY COMPENSATION TABLE

    (a)Financial Planning and Tax Preparation Services. Only Mr. G. Freeman and Mr. Kroner are eligible to be reimbursed for financial planning and tax preparation services they incur during the fiscal year, subject to an annual cap of $15,000. All reimbursed amounts paid to these named executive officers during fiscal year 2024 pursuant to our financial planning and tax preparation policy are individually disclosed in the perquisites table above. (b)401(k) Company Match. Each named executive officer is eligible to participate in the Universal Leaf Tobacco Company, Inc. 401(k) Savings Plan, which offers them an opportunity to defer income and receive matching contributions from us subject to certain limits. Company contributions made to the named executive officers during fiscal year 2024 are set forth in the table above. Information about the 401(k) Savings Plan is set forth in the section entitled “Deferred Income Plans” beginning on page 52 of this Proxy Statement. (c)Matching Gifts. Each named executive officer is eligible to participate in our matching gifts program in which our charitable foundation matches employees’ contributions to charities. The maximum amount applicable to all participants that can be matched in any fiscal year of our foundation is $5,000 per participant. The named executive officers participated in the matching gifts program in amounts set forth above. (d)Home Leave - Expatriates. Mr. Hentschke is a Brazilian expatriate working in our Richmond, Virginia headquarters and is entitled to one round-trip, economy class airline ticket per year for himself and his dependents. (6)Mr. Wigner was appointed Senior Vice President of the Company effective April 1, 2024. At that time, Mr. Wigner left his prior position as Vice President, General Counsel and Secretary.

  51. GRANTS OF PLAN-BASED AWARDS FISCAL YEAR 2024

    GRANTS OF PLAN-BASED AWARDS FISCAL YEAR 2024 The following table presents information regarding grants of plan-based awards to the named executive officers during the fiscal year ended March 31, 2024.

  52. GRANTS OF PLAN-BASED AWARDS FISCAL YEAR 2024

    | Name and Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) | All Other Option Awards: Number of Securities Underlying Options | Exercise or Base Price of Option Awards | Market Price of Option Awards on Grant Date | Grant Date Fair Value of Stock and Option Awards(4) | | | Threshold | Target | Max. | Threshold | Target | Max. | | | | | | | | ($) | ($) | ($) | (#) | (#) | (#) | (#) | (#) | ($/Sh) | ($/Sh) | ($) | | (a & b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | (m) | | George C. Freeman, III | | | | | | | | | | | | | 6/1/2023 | 0 | 1,074,000 | 2,148,000 | | | | | | | | | | 6/1/2023 | | | | 0 | 20,500 | 30,750 | | | | 52.02 | 881,705 | | 6/1/2023 | | | | | | | 20,500 | | | 52.02 | 1,066,410 | | Airton L. Hentschke | | | | | | | | | | | | | 6/1/2023 | 0 | 565,800 | 1,131,600 | | | | | | | | | | 6/1/2023 | | | | 0 | 9,725 | 14,588 | | | | 52.02 | 418,272 | | 6/1/2023 | | | | | | | 9,725 | | | 52.02 | 505,895 | | Johan C. Kroner | | | | | | | | | | | | | 6/1/2023 | 0 | 397,100 | 794,200 | | | | | | | | | | 6/1/2023 | | | | 0 | 6,450 | 9,675 | | | | 52.02 | 277,415 | | 6/1/2023 | | | | | | | 6,450 | | | 52.02 | 335,529 | | Preston D. Wigner | | | | | | | | | | | | | 6/1/2023 | 0 | 317,000 | 634,000 | | | | | | | | | | 6/1/2023 | | | | 0 | 4,550 | 6,825 | | | | 52.02 | 195,696 | | 6/1/2023 | | | | | | | 4,550 | | | 52.02 | 236,691 | | J. Patrick O'Keefe | | | | | | | | | | | | | 6/1/2023 | 0 | 243,600 | 487,200 | | | | | | | | | | 6/1/2023 | | | | 0 | 3,250 | 4,875 | | | | 52.02 | 139,783 | | 6/1/2023 | | | | | | | 3,250 | | | 52.02 | 169,065 |

  53. GRANTS OF PLAN-BASED AWARDS FISCAL YEAR 2024

    (1)Amounts represent potential annual cash incentive awards for fiscal year 2024. The actual amount of the annual cash incentive award earned by each named executive officer for fiscal year 2024 is reported in Column (g), “Non-Equity Incentive Plan Compensation,” in the “Summary Compensation Table” on page 54 of this Proxy Statement. For additional information with respect to the annual cash incentive awards under the Incentive Plan, see the section entitled “Annual Cash Incentive Awards” beginning on page 47 of this Proxy Statement. (2)Amounts represent potential vesting of performance share units granted during fiscal year 2024. Performance share units vest in the event the three-year performance measures corresponding to the performance share units are met or exceeded. For additional information with respect to performance share units granted pursuant to our Stock Incentive Plan, see the section entitled “Long-Term Equity Participation” beginning on page 49 of this Proxy Statement and in Column (g) in the table entitled “Outstanding Equity Awards at Fiscal Year End” on page 57 of this Proxy Statement. (3)Amounts represent the award of restricted stock units. Each restricted stock unit will convert one-for-one into shares of Common Stock upon vesting. Additional information with respect to restricted stock unit awards is set forth in the section entitled “Long-Term Equity Participation” beginning on page 49 of this Proxy Statement, and in Column (i) in the table entitled “Outstanding Equity Awards at Fiscal Year End” on page 57 of this Proxy Statement. (4)Represents the grant date fair value of the award determined in accordance with FASB ASC Topic 718. The full grant date fair value of the performance share units is calculated at the target performance level and will vest, if at all, at the end of a three-year measurement period, if certain performance targets are met. Amounts for performance share awards are determined assuming a price per share of $43.01 as of June 1, 2023, which represents a discount to the closing price of Common Stock as of the date of grant due to the lack of dividend rights. Each performance share will convert one-for-one into a share of Common Stock upon vesting if the performance target is met. Grant date fair value for the restricted stock unit awards is based on the grant date fair value of the underlying shares of Common Stock. The assumptions used in determining the grant date fair values of these awards are set forth in Note 15 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2024, and incorporated by reference into this Proxy Statement.

  54. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END

    OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END The following table presents information concerning the number and value of outstanding restricted stock units and performance share units held by the named executive officers as of March 31, 2024.

  55. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END

    | | Option Awards | | | | Stock Awards | | | | | Name and Grant Date | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price | Option Expiration Date | PSA’s Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(1) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(2) | Number of Shares or Units of Stock That Have Not Vested(1) | Market Value of Shares or Units of Stock That Have Not Vested(2) | | | (#) | (#) | ($) | | (#) | ($) | (#) | ($) | | (a) | (b) | (c) | (e) | (f) | (g) | (h) | (i) | (j) | | George C. Freeman, III | | | | | | | | | | May 24, 2019 | | | | | | | 22,035 | 1,139,650 | | May 28, 2020 | | | | | | | 27,066 | 1,399,854 | | May 27, 2021 | | | | | | | 20,202 | 1,044,847 | | June 2, 2022 | | | | | | | 19,857 | 1,027,004 | | June 1, 2023 | | | | | | | 21,450 | 1,109,394 | | May 27, 2021 | | | | | 17,175 | 888,291 | | | | June 2, 2022 | | | | | 17,925 | 927,081 | | | | June 1, 2023 | | | | | 20,500 | 1,060,260 | | | | Airton L. Hentschke | | | | | | | | | | May 24, 2019 | | | | | | | 10,453 | 540,629 | | May 28, 2020 | | | | | | | 12,825 | 663,309 | | May 27, 2021 | | | | | | | 9,587 | 495,840 | | June 2, 2022 | | | | | | | 9,416 | 486,996 | | June 1, 2023 | | | | | | | 10,175 | 526,251 | | May 27, 2021 | | | | | 8,150 | 421,518 | | | | June 2, 2022 | | | | | 8,500 | 439,620 | | | | June 1, 2023 | | | | | 9,725 | 502,977 | | | | Johan C. Kroner | | | | | | | | | | May 24, 2019 | | | | | | | 5,389 | 278,719 | | May 28, 2020 | | | | | | | 8,520 | 440,654 | | May 27, 2021 | | | | | | | 6,352 | 328,525 | | June 2, 2022 | | | | | | | 6,232 | 322,319 | | June 1, 2023 | | | | | | | 6,749 | 349,058 | | May 27, 2021 | | | | | 5,400 | 279,288 | | | | June 2, 2022 | | | | | 5,625 | 290,925 | | | | June 1, 2023 | | | | | 6,450 | 333,594 | | |

  56. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END

    | | Option Awards | | | | Stock Awards | | | | | Name and Grant Date | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price | Option Expiration Date | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(1) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(2) | Number of Shares or Units of Stock That Have Not Vested(1) | Market Value of Shares or Units of Stock That Have Not Vested(2) | | | (#) | (#) | ($) | | (#) | ($) | (#) | ($) | | (a) | (b) | (c) | (e) | (f) | (g) | (h) | (i) | (j) | | Preston D. Wigner | | | | | | | | | | May 24, 2019 | | | | | | | 4,858 | 251,256 | | May 28, 2020 | | | | | | | 6,005 | 310,579 | | May 27, 2021 | | | | | | | 4,472 | 231,292 | | June 2, 2022 | | | | | | | 4,403 | 227,723 | | June 1, 2023 | | | | | | | 4,761 | 246,239 | | May 27, 2021 | | | | | 3,800 | 196,536 | | | | June 2, 2022 | | | | | 3,975 | 205,587 | | | | June 1, 2023 | | | | | 4,550 | 235,326 | | | | J. Patrick O'Keefe | | | | | | | | | | May 28, 2020 | | | | | | | 1,761 | 91,079 | | May 27, 2021 | | | | | | | 1,325 | 68,529 | | June 2, 2022 | | | | | | | 1,800 | 93,096 | | June 1, 2023 | | | | | | | 3,400 | 175,848 | | May 27, 2021 | | | | | 1,125 | 58,185 | | | | June 2, 2022 | | | | | 1,625 | 84,045 | | | | June 1, 2023 | | | | | 3,250 | 168,090 | | |

  57. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END

    (1)Amounts in Column (g) represent performance share units. Performance share units vest at the end of their corresponding three-year performance period if certain performance targets are met or exceeded. Amounts in Column (g) assume 100% vesting of the award, which represents the target amount payable. Each performance share converts one-for-one into a share of Common Stock upon vesting if the performance target is met. See “Compensation Discussion and Analysis” beginning on page 34 of this Proxy Statement. Amounts in Column (i) represent unvested restricted stock units and accumulated dividend equivalent rights. Restricted stock units awarded before fiscal year 2021 have five-year cliff vesting, meaning all restricted stock units vest on the fifth anniversary of the date they are granted. Restricted stock units awarded fiscal year 2021 and after, have three-year cliff vesting. At the time of vesting, restricted stock units are automatically converted into an equal number of shares of Common Stock. Restricted stock unit awards accumulate dividend equivalent rights, which track actual dividend amounts and are added to the total number of restricted stock units to be converted into shares of Common Stock at the time of vesting. These dividend equivalent units only vest when the underlying restricted stock units vest. (2)Based on the closing price of $51.72 for our Common Stock, as quoted on the NYSE on March 28, 2024, the last trading day of fiscal year 2024.

  58. OPTION EXERCISES AND STOCK VESTED FISCAL YEAR 2024

    OPTION EXERCISES AND STOCK VESTED FISCAL YEAR 2024 The following table presents information concerning the vesting of stock awards for the named executive officers during the fiscal year ended March 31, 2024. There were no other exercises of options, stock appreciation rights, or similar instruments for the named executive officers during the fiscal year ended March 31, 2024.

  59. OPTION EXERCISES AND STOCK VESTED FISCAL YEAR 2024

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting | Value Realized on Vesting | | | (#) | ($) | | (a) | (b) | (c) | | George C. Freeman, III(1) | 50,410 | 2,663,775 | | Airton L. Hentschke(1) | 23,876 | 1,261,650 | | Johan. C. Kroner(1) | 11,684 | 613,946 | | Preston D. Wigner(1) | 11,156 | 589,486 | | J. Patrick O'Keefe(1) | 1,645 | 85,573 |

  60. OPTION EXERCISES AND STOCK VESTED FISCAL YEAR 2024

    (1)Amounts represent the number of shares of Common Stock underlying stock awards that vested in fiscal year 2024. The amounts in Column (b) represent the vesting of restricted stock awards that were granted in fiscal year 2019 and the vesting of performance share units that were granted in fiscal year 2021. There have been no outstanding options since fiscal year 2018. As such, the columns relating to option exercises have been omitted.

  61. PENSION BENEFITS FISCAL YEAR 2024

    PENSION BENEFITS FISCAL YEAR 2024 The following table shows the actuarial present value of accumulated benefits as of March 31, 2024, under each of our defined benefit plans, which are our only defined benefit plans that provide for payments or other benefits to the named executive officers at, following, or in connection with retirement.

  62. PENSION BENEFITS FISCAL YEAR 2024

    | Name | Plan Name | Number of Years Credited Service(1) | Present Value of Accumulated Benefit(2) | Payments During Last Fiscal Year | | | | (#) | ($) | ($) | | (a) | (b) | (c) | (d) | (e) | | George C. Freeman, III | Pension Plan | 26.75 | 1,051,027 | — | | | Benefit Restoration Plan | 26.75 | 8,371,704 | — | | Airton L. Hentschke | Pension Plan | 11.25 | 348,675 | — | | | Benefit Restoration Plan | 11.25 | 1,123,387 | — | | Johan. C. Kroner | Pension Plan | 30.75 | 753,975 | — | | | Benefit Restoration Plan | 30.75 | 427,693 | — | | Preston D. Wigner | Pension Plan | 21 | 627,880 | — | | | Benefit Restoration Plan | 21 | 1,173,551 | — | | J. Patrick O'Keefe | Pension Plan | 4 | 143,970 | — | | | Benefit Restoration Plan | 4 | 115,377 | — |

  63. PENSION BENEFITS FISCAL YEAR 2024

    (1)We have not granted, and we do not have a policy with respect to granting, extra years of service to named executive officers under the Pension Plan or the Benefit Restoration Plan. Additional information with respect to the Pension Plan and the Benefit Restoration Plan is set forth in the section entitled “Retirement and Post-Termination Compensation” beginning on page 52 of this Proxy Statement. (2)Present value was determined assuming retirement at age 65 for the Pension Plan and Benefit Restoration Plan. The present value calculation used an interest rate consistent with assumptions used for our financial reporting under FASB ASC Topic 715 and a postretirement mortality assumption table that is based on recent mortality data and closely tracks the actual mortality experience of our plans. Other assumptions made in the valuation are discussed in our Annual Report on Form 10-K for the year ended March 31, 2024, in the section entitled “Pension and Other Postretirement Benefit Plans,” the section entitled “Critical Accounting Estimates and Assumptions,” and in Note 13 to the consolidated financial statements, and are incorporated by reference into this Proxy Statement.

  64. NON-QUALIFIED DEFERRED COMPENSATION

    NON-QUALIFIED DEFERRED COMPENSATION We offer all our U.S. employees, the opportunity to participate in a qualified deferred compensation plan, the Universal Leaf Tobacco Company, Inc. 401(k) Savings Plan. Participants can contribute percentages and a flat dollar amount on a monthly basis up to 100% of their base salary, subject to the 2023 and 2024 statutory calendar year contribution limits of $22,500 and $23,000 respectively and the additional age 50 and over statutory “catch-up” contributions. The Company matches 100% of the first 5% a participant contributes, subject to statutory limits. All of our named executive officers participated in the 401(k) Savings Plan in fiscal year 2024. In addition to our 401(k) Savings Plan, we have a non-qualified deferred income plan available to certain executives: The Universal Leaf Tobacco Company, Incorporated Deferred Income Plan, which replaced a predecessor plan frozen prior to January 1, 2005 to comply with Section 409A of the Internal Revenue Code (together the DIP Plan). The DIP Plan is designed to permit participants to accumulate additional income for retirement and other personal financial goals through the deferral of their annual cash incentive award and portions of their salary. Deferred compensation arrangements are common executive programs and we believe that these arrangements help us in the recruitment and retention of executive talent for which we are competing. The DIP Plan is a non-qualified savings plan, with eligibility based on a participant’s position in the Company and certain of its subsidiaries. Participants elect to make contributions through the deferral of up to 50% of their salary, and up to 100% of their annual incentive award. The Company does not provide any contribution or match to the DIP Plan. The DIP Plan is unfunded and unsecured by us and provides the participants a variety of investment options from which to choose. No named executive officers deferred income in the DIP Plan in fiscal years 2024, 2023, or 2022. The following table presents information concerning our deferred compensation plans that provide for the deferral of compensation of the named executive officers on a basis that is not tax qualified.

  65. NONQUALIFIED DEFERRED COMPENSATION FISCAL YEAR 2024

    NONQUALIFIED DEFERRED COMPENSATION FISCAL YEAR 2024

  66. NONQUALIFIED DEFERRED COMPENSATION FISCAL YEAR 2024

    | Name | Executive Contributions in FY 2024(1) | Registrant Contributions in FY 2024(2) | Aggregate Earnings in FY 2024(3) | Aggregate Withdrawals/ Distributions(4) | Aggregate Balance at FYE 2024(5) | | | ($) | ($) | ($) | ($) | ($) | | George C. Freeman, III | — | — | 201,979 | — | 1,537,951 | | Airton L. Hentschke | — | — | 61,272 | — | 379,719 | | Johan C. Kroner | — | — | — | — | — | | Preston D. Wigner | — | — | 3,485 | — | 27,703 | | J. Patrick O'Keefe | — | — | — | — | — |

  67. NONQUALIFIED DEFERRED COMPENSATION FISCAL YEAR 2024

    (1)Amounts represent a portion of base salary and annual incentive awards deferred into the DIP Plan. (2)The DIP Plan does not provide for company matches or contributions. (3)Amounts represent earnings on funds held for named executive officers in the DIP Plan except for Mr. Hentschke, Mr. Kroner and Mr. O'Keefe. Mr. Hentschke, Mr. Kroner and Mr. O'Keefe have not elected to defer income under the DIP Plan. The amount shown for Mr. Hentschke represents the estimated earnings and foreign exchange impact on his vested balance in the Company’s Brazil Previleaf Pension Plan (PPP). The PPP is a defined contribution plan established by the Company for eligible employees of one of our Brazilian subsidiaries. Mr. Hentschke has not been an active member of the PPP since his transfer to the United States in January 2013, and therefore no longer receives Company contributions to the PPP. (4)The DIP Plan permits withdrawals under certain circumstances, including hardship, and participants may elect to have annual deferrals distributed from the DIP Plan upon retirement or after a specified number of years after the compensation is deferred. (5)Amounts represent the balances at the end of fiscal year 2024 in the DIP Plan for named executive officers. The fair market value of Mr. Hentschke’s vested balance in the Company’s Brazil PPP is included, and reflects also a foreign exchange impact. Any executive contributions would be included in the aggregate balance that is reported as compensation to the named executive officers in the “Summary Compensation Table”. In our 2023 Proxy Statement and 2022 Proxy Statement our executive contributions were as follows: Mr. G. Freeman: $0 (2023) and $0 (2022), Mr. Hentschke: $0 (2023) and $0 (2022), Mr. Kroner: $0 (2023) and $0 (2022), Mr. Wigner: $0 (2023) and $0 (2022), and Mr. O'Keefe: $0 (2023). In addition to our qualified and non-qualified deferred compensation plans, the Company took the appropriate actions to potentially maximize the deductibility of its compensation and benefit programs and avoid the limitations on deductibility under Section 162(m) of the Internal Revenue Code. The Tax Cut and Jobs Act was enacted in the United States in December 2017 and included changes to Section 162(m). Additional information about Section 162(m) is set forth in the section entitled “Limitations on Deductibility of Compensation” on page 43 of this Proxy Statement. The vesting of certain restricted stock units awards to Mr. G. Freeman was subject to Code Section 162(m) and certain payments have been deferred until Mr. G. Freeman retires. The following table presents information concerning those deferrals.

  68. NONQUALIFIED DEFERRED COMPENSATION FISCAL YEAR 2024

    | Name | Executive Contributions in FY 2024 | Registrant Contributions in FY 2024 | Aggregate Earnings in FY 2024(1) | Aggregate Withdrawals/ Distributions | Aggregate Balance at FYE 2024(2) | | | ($) | ($) | ($) | ($) | ($) | | George C. Freeman, III | — | — | 80,507 | — | 2,199,704 |

  69. NONQUALIFIED DEFERRED COMPENSATION FISCAL YEAR 2024

    (1)Amount represents earnings and change in market value during fiscal year 2024. (2)Amount represents market value of the restricted stock units based on the March 28, 2024 closing price of stock on the NYSE of $51.72.

  70. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control In May 2020, the Board approved and adopted the Change of Control Policy. Participants in the Change of Control Policy (“Participants”) are selected by the Compensation Committee, from time to time, from among the officers and other key employees of the Company and any company controlled by, controlling or under common control of the Company (“Affiliated Companies”) and shall be designated as “Category 1” Participants, “Category 2” Participants, or “Category 3” Participants. The terms and conditions in the Change of Control Policy depend on the designation of the Participant. Currently, Mr. George C. Freeman III, the Company’s Chairman, President, and Chief Executive Officer, is designated as a Category 1 Participant. The other named executive officers are designated as Category 2 Participants, and certain other executive officers are designated as Category 2 or 3 Participants. A “change of control” is defined in the Change of Control Policy, and is generally deemed to have occurred if: •any individual, entity, or group acquires 20% or more of either the outstanding shares of Common Stock or the combined voting power of our outstanding voting securities; •a majority of our directors are replaced; •we reorganize, merge, consolidate, or sell all or substantially all of our assets except for certain situations in which control of outstanding shares of Common Stock or outstanding voting securities is maintained; or •our shareholders approve a complete liquidation or dissolution of the Company. The Change of Control Policy: •does not contain any obligation to gross-up severance payments for potential excise taxes incurred by the Participant; •contains a “double trigger” instead of a “single trigger,” meaning that payments are not made until there is a change of control and the Participant is terminated within three years of the change of control or, in limited circumstances, within thirty days prior to a change in control; and •contains certain administrative elements intended to address the requirements of Section 409A of the Internal Revenue Code applicable to deferred compensation. The Change of Control Policy provides that if the Participant is terminated other than for “cause”, death, or disability within three years of the change in control or, in limited circumstances, within thirty days prior to a change in control, or if the Participant terminates his employment for good reason within such three-year period, the Participant is entitled to receive certain severance benefits, generally as follows: A cash severance payment based on the Participant’s designated category: •Category 1 Participants receive 2.5 times the sum of their then-current annual base salary and most recent targeted annual bonus. •Category 2 Participants receive 2.0 times the sum of their then-current annual base salary and most recent targeted annual bonus. •Category 3 Participants receive 1.0 times the sum of their then-current annual base salary and most recent targeted annual bonus. A cash payment equal to twelve times one month of COBRA (the Consolidated Omnibus Budget Reconciliation Act of 1985) premiums for continued group medical, vision, and dental coverage. In each case, receipt of any compensation or benefits under the Change of Control Policy is subject to the Participant’s execution of a severance agreement, which contains a release of claims and restrictive covenants (including non-compete, non-solicitation, and confidentiality provisions). If the Participant does not execute the severance agreement, the Participant will receive their previously accrued and vested benefits, and a pro-rated current year bonus (based on actual performance and paid when other executives are paid).

  71. CEO PAY RATIO FOR FISCAL YEAR 2024

    CEO PAY RATIO FOR FISCAL YEAR 2024

  72. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain measures of the Company’s financial performance. For further information concerning the Company’s pay-for-performance philosophy and how our Compensation Committee aligns executive compensation with the Company’s performance, refer to the section of this Proxy Statement titled “Compensation Discussion and Analysis”. The tabular and narrative disclosures provided below are intended to be calculated in a manner consistent with the applicable SEC rules and may reflect reasonable estimates and assumptions where appropriate.

  73. Pay Versus Performance Table

    Pay Versus Performance Table The following table provides information required under the SEC’s Item 402(v) of Regulation S-K disclosing (i) a measure of total compensation and a measure reflecting “compensation actually paid” for our principal executive officer (“PEO”) and, as an average, for our other named executive officers (“NEOs”), and (ii) select financial performance measures, in each case, for our four most recently completed fiscal years.

  74. Pay Versus Performance Table

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (2) | Average Summary Compensation Table Total for Non-PEO NEOs (3) | Average Compensation Actually Paid to Non-PEO NEOs (4) | Total Shareholder Return (5) | Peer Group Total Shareholder Return (6) | Net Income (Loss) ($ in thousands) (7) | 1 Year Adjusted Diluted EPS (8) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | $5,275,076 | $5,950,427 | $1,880,731 | $2,097,067 | $149.13 | $209.02 | $119,598 | $5.08 | | 2023 | $4,832,074 | $5,325,169 | $1,823,628 | $1,919,696 | $143.55 | $180.30 | $124,052 | $3.77 | | 2022 | $3,735,584 | $4,363,778 | $1,449,372 | $1,574,242 | $148.67 | $197.73 | $86,577 | $3.79 | | 2021 | $5,171,861 | $6,885,379 | $1,732,667 | $2,251,644 | $142.74 | $195.33 | $87,410 | $4.25 |

  75. Pay Versus Performance Table

    (1) The dollar amounts reported in column B are the amounts of total compensation reported for Mr. G. Freeman for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to the section of this Proxy Statement titled “Summary Compensation Table.” (2) The dollar amounts reported in column C represent the amount of “compensation actually paid” to Mr. G. Freeman for the corresponding fiscal year, as computed in accordance with Item 402(v) of Regulation S-K and as further described below. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. G. Freeman during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. G. Freeman’s total compensation to determine the compensation actually paid:

  76. Pay Versus Performance Table

    | Year | Reported Summary Compensation Table Total for PEO | Reported Value of Equity Awards | Equity Award Adjustments | Reported Change in the Actuarial Present Value of Pension Benefits | Pension Benefit Adjustments | Compensation Actually Paid to PEO | | | | (a) | (b) | (c) | (d) | | | 2024 | $5,275,076 | $(1,948,115) | $2,720,354 | $(454,283) | $357,395 | $5,950,427 |

  77. Pay Versus Performance Table

    a.The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. Refer to the section of this Proxy Statement titled “Summary Compensation Table.” b.The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vested in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate the fair value were updated as of each measurement date and will differ from those disclosed as of the grant date. The methodology used to develop the valuation assumptions as of each applicable measurement date is consistent with those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

  78. Pay Versus Performance Table

    | Year | Year-End Fair Value of Equity Awards Granted in the Year and that are Unvested | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years that are Unvested | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Prior Year-End Fair Value of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Awards Adjustments | | 2024 | $1,149,538 | $422,321 | $1,066,410 | $82,086 | $— | $— | $2,720,354 |

  79. Pay Versus Performance Table

    c.The reported change in the actuarial present value of defined benefit pension benefits reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column in the Summary Compensation Table for the applicable year. Refer to the section of this Proxy Statement titled “Summary Compensation Table.” d.The pension benefit adjustment is the value attributable to the applicable years’ service cost. (3) The dollar amounts reported in D represent the average of the amounts reported for the non-PEO NEOs in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the non-PEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: Mr. Hentschke, Mr. Kroner, Mr. Wigner, and Mr. Broome for 2021, 2022, and 2023, and Mr. Hentschke, Mr. Kroner, Mr. Wigner, and Mr. O’Keefe for 2024. (4) The dollar amounts reported in E represent the average amount of “compensation actually paid” to the non-PEO NEOs specified in footnote (3), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the non-PEO NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the non-PEO NEOs to determine the compensation actually paid, using the same methodology described above in footnote (2):

  80. Pay Versus Performance Table

    | Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs | Average Reported Value of Equity Awards | Average Equity Award Adjustments | Average Reported Change in the Actuarial Present Value of Pension Benefits | Average Pension Benefit Adjustments | Average Compensation Actually Paid to Non-PEO NEOs | | | | | (a) | (b) | (c) | | | 2024 | $1,880,731 | $(569,587) | $795,550 | $(118,672) | $109,045 | $2,097,067 |

  81. Pay Versus Performance Table

    a.The grant date fair value of equity awards represents the total of the average amounts reported in the “Stock Awards” column for non-PEO NEOs in the Summary Compensation Table for the applicable year. Refer to the section of this Proxy Statement titled “Summary Compensation Table.” b.The average equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the average of the following for the non-PEO NEOs: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vested in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate the fair value were updated as of each measurement date and will differ from those disclosed as of the grant date. The methodology used to develop the valuation assumptions as of each applicable measurement date is consistent with those disclosed at the time of grant. The amounts deducted or added in calculating the average equity award adjustments are as follows:

  82. Pay Versus Performance Table

    | Year | Average Year-End Fair Value of Equity Awards Granted in the Year and that are Unvested | Average Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years that are Unvested | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Average Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Average Prior Year-End Fair Value of Equity Awards that Failed to Meet Vesting Conditions in the Year | Average Value of Dividends or other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total Compensation | Average Total Equity Awards Adjustments | | 2024 | $503,866 | $101,878 | $138,284 | $8,439 | $— | $43,083 | $795,550 |

  83. Pay Versus Performance Table

    c.The reported change in the actuarial present value of defined benefit pension benefits reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column in the Summary Compensation Table for the applicable year. Refer to the Summary Compensation Table. d.The pension benefit adjustment is the value attributable to the applicable years’ service cost. (5) Total shareholder return (“TSR”) is the value of $100 at the end of the measurement period assuming investment in Universal’s stock as of March 31, 2020 and assuming reinvestment of dividends. (6) Peer group TSR, is the value of $100 at the end of the measurement period assuming investment in the peer group index as of March 31, 2020 and assuming reinvestment of dividends. The peer group used for this purpose is the following published industry index: S&P Smallcap 600 Index (the “Peer Index”). (7) The dollar amounts reported represent our net income, as reflected in the Company’s audited financial statements for the applicable year. (8) The dollar amounts reported represent our 1 Year Adjusted Diluted EPS, which we define and calculate as the diluted earnings per share of Common Stock, adjusted to exclude restructuring and impairment and certain items discussed under “Reconciliation of Certain Non-GAAP Financial Measures” in Item 7 of our Annual Report on Form 10-K for the fiscal year ended March 31, 2024. We note that 1 Year Adjusted Diluted EPS is a different financial measure than adjusted diluted earnings per share as defined for purposes of the Compensation Discussion and Analysis because the adjustments for items approved by the Compensation Committee differ for the two measures. While the Company uses several financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that the 1 Year Adjusted Diluted EPS is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the NEOs, for the most recently completed fiscal year, to the Company’s performance.

  84. List of Most Important Financial Performance Measures to Determine 2024 Compensation Actually Paid

    List of Most Important Financial Performance Measures to Determine 2024 Compensation Actually Paid As described in more detail in the Compensation Discussion and Analysis section, our executive compensation program reflects a pay-for-performance philosophy and includes performance metrics that are intended to incentivize our NEOs and align our NEOs’ interests with those of our shareholders. With respect to the 2024 fiscal year, the most important financial performance measures used to link executive compensation actually paid to our performance overall are as follows:

  85. List of Most Important Financial Performance Measures to Determine 2024 Compensation Actually Paid

    | Metrics Used in Determining NEO Pay | | 1 Year Adjusted Diluted EPS | | 3 Year Average Adjusted Diluted EPS | | Adjusted Economic Profit |

  86. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table As described in more detail in the section of this Proxy Statement titled “Compensation Discussion and Analysis”, the Company’s executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes several financial performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay Versus Performance Table. Moreover, the Company generally seeks to incentivize creation of long-term shareholder value, and, therefore, does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay Versus Performance Table. Note that, as reflected in each of the graphs below, the amount of compensation actually paid in 2021 reflects our philosophy that a significant portion of our NEO’s compensation take the form of equity awards, and our stock price increased significantly between the end of fiscal year 2020 and fiscal year 2021 resulting in a significant increase in the value of such awards at fiscal year end.

  87. Compensation Actually Paid and Total Shareholder Return (TSR)

    Compensation Actually Paid and Total Shareholder Return (TSR) Please see the following graph for the relationship between compensation actually paid to our PEO and the average amount of compensation actually paid to our other NEOs and total shareholder return for Universal and the S&P SmallCap 600 Index (“Peer Index”) over the four most recently completed fiscal years. Total shareholder return is the value of $100 at the end of the measurement period assuming investment as of March 31, 2020 and in each case with dividends reinvested.

  88. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income Please see the following graph for the relationship between compensation actually paid to our PEO and the average amount of compensation actually paid to our other NEOs and net income. Compensation actually paid was generally aligned with net income between 2022 and 2023. The relationship between compensation actually paid and net income between 2021 and 2022 can be explained in part by the year-over-year change in fair value between 2020 and 2021 of equity awards granted in prior years that were unvested at year end.

  89. Compensation Actually Paid and 1 Year Adjusted Diluted EPS

    Compensation Actually Paid and 1 Year Adjusted Diluted EPS Please see the following graph for the relationship between compensation actually paid to our PEO, the average amount of compensation actually paid to our other NEOs and the 1 Year Adjusted Diluted EPS over the four most recently completed fiscal years. Compensation actually paid during this period was generally aligned with 1 Year Adjusted Diluted EPS.

  90. DIRECTORS’ COMPENSATION FISCAL YEAR 2024

    | Name(1) | Fees Earned or Paid in Cash(2) | Stock Awards(3),(4) | Option Awards | Non-Equity Incentive Plan Compensation | Change in Pension Value And Non-Qualified Deferred Compensation Earnings(5) | All Other Compensation(6) | Total | | | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | Diana F. Cantor | 112,500 | 127,634 | — | — | — | — | 240,134 | | Lennart R. Freeman | 105,000 | 127,634 | — | — | — | 5,000 | 237,634 | | Thomas H. Johnson | 138,000 | 127,634 | — | — | — | 2,500 | 268,134 | | Michael T. Lawton | 117,000 | 127,634 | — | — | — | 5,000 | 249,634 | | Arthur J. Schick, Jr. | 87,083 | 164,452 | — | — | — | — | 251,535 | | Robert C. Sledd | 110,625 | 127,634 | — | — | — | 5,000 | 243,259 | | Thomas H. Tullidge, Jr. | 104,500 | 127,634 | — | — | — | — | 232,134 | | Jacqueline T. Williams | 104,500 | 127,634 | — | — | — | — | 232,134 |

  91. DIRECTORS’ COMPENSATION FISCAL YEAR 2024

    (1)$5.0 million charge related to a voluntary government-sponsored value-added tax program in Brazil to settle a previously contested assessment;Mr. G. Freeman, our Chairman, President, and Chief Executive Officer, is not included in this table because he is an executive officer of the Company. Mr. G. Freeman's compensation for service as an executive officer is included in the Summary Compensation Table on page 54. (2)Represents fees paid in cash during fiscal year 2024. (3)These amounts represent the aggregate grant date fair value of the annual restricted stock unit award recognized in fiscal year 2024 in accordance with FASB ASC Topic 718. These amounts reflect our accounting expense for these awards, and do not correspond to the actual value that will be recognized by each of the non-employee directors. The assumptions used in the calculation of these award amounts are included in Notes 1 and 15 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2024, and incorporated by reference into this Proxy Statement. (4)On August 4, 2023, each non-employee director, other than Mr. Schick, was awarded 2,600 shares of restricted stock units. Mr. Schick joined the Board in April 2023 and received 3,350 shares of restricted stock units on August 4, 2023, which represented an additional prorata amount to reflect his four months of service from April 1, 2023, when he joined the Board, through July 30. The methodology for determining the amount awarded is set forth on page 80 of this Proxy Statement. The grant date fair value of the award for each non-employee director was based on the closing price of $49.09 for our Common Stock as quoted on the NYSE on the grant date. (5)We do not maintain any defined benefit or actuarial plans for non-employee directors. The Company formerly maintained an Outside Directors’ 1994 Non-Qualified Deferred Income Plan, as amended, which we referred to as the Directors’ DIP. The Directors’ DIP was frozen at the end of the 2017 plan year. There are no active participants. (6)Each director is also eligible to participate in our matching gifts program in which our charitable foundation matches directors’ contributions to charities. The maximum amount that can be matched in any fiscal year of our foundation is $5,000 per director. The directors participated in the matching gifts program in the amounts set forth above. None of the directors received perquisites, personal benefits, or other compensation in excess of $10,000 for fiscal year 2024. We maintain life insurance policies which fund the Directors’ Charitable Award Program discussed in the section below entitled “Director Compensation.” We did not incur any costs with respect to the insurance policies during fiscal year 2024.

  92. Director Compensation

    Director Compensation Our non-employee director compensation program for fiscal year 2024 was as follows: every non-employee director receives an annual cash retainer of $80,000 and an annual equity award equating in value to $130,000. The Chairman of the Audit Committee receives an annual retainer of $22,000, the Chairs of the Compensation Committee and the Nominating and Corporate Governance Committee receive an annual retainer of $18,000, while the Chair of the Finance and Pension Investment Committee receives an annual retainer of $15,000. Non-employee directors serving on the Audit Committee receive annual cash retainers of $10,000. Non-employee directors serving on the Compensation Committee, the Executive Committee and the Nominating and Corporate Governance Committee receive annual cash retainers of $7,500. Non-employee directors serving on the Finance and Pension Investment Committee receive an annual retainer of $7,000. The Lead Independent Director receives an annual cash retainer of $25,000. In fiscal year 2024, all the non-employee directors received annual restricted stock unit grants pursuant to the 2023 Stock Incentive Plan. The annual equity award grants equaled in value to $130,000. The Compensation Committee calculates restricted stock unit grants annually based on the daily, volume-weighted, average price of Common Stock for the period of June 1 to July 31, with the resulting share grant number rounded to the nearest 50 units. All restricted stock units are awarded with one-year cliff vesting and earn dividend equivalent rights. On August 4, 2023, each non-employee director was awarded 2,600 shares of restricted stock units except for Mr. Schick who received 3,350 shares of restricted stock, which represented an additional prorata amount to reflect his four months of service from April 1, 2023, when he joined the Board, through July 30. As of March 31, 2024, the aggregate amount of Common Stock, restricted stock, restricted stock units and dividend equivalent units held by each non-employee director was as follows: Mrs. Cantor held 22,263 shares; Mr. L. Freeman held 17,270 shares; Mr. Johnson held 27,420 shares; Mr. Lawton held 17,226 shares; Mr. Schick held 3,449 shares; Mr. Sledd held 15,116 shares; Mr. Tullidge held 14,130 shares; and Ms. Williams held 8,385 shares. As part of our overall program of charitable giving, we previously offered the directors the opportunity to participate in a Directors’ Charitable Award Program, or the Charitable Program. The Charitable Program is funded by life insurance policies purchased by us on the directors. The directors derive no financial or tax benefits from the Charitable Program, because all insurance proceeds and charitable tax deductions accrue solely to us. We, however, will donate up to $1,000,000 in aggregate to one or more qualifying charitable organizations recommended by that director. We make donations in ten equal annual installments, with the first installment to be made at the later of the director’s retirement from the Board of Directors or age 72; the remaining nine installments are paid annually, beginning after the director’s death. The Charitable Program was re-evaluated in fiscal years 2013 and 2014, and the Compensation Committee decided to terminate the Charitable Program for all new directors that joined the Board of Directors after 2008. Two current directors are participants in this program. Each director is also eligible to participate in our matching gifts program in which our charitable foundation matches directors’ contributions to charities. The maximum amount that can be matched in any fiscal year of our foundation is $5,000 per director.