DEF 14A of Universal Corp /Va/, Jul 1, 2025

DEF 14A of Universal Corp /Va/

Filed Jul 1, 2025 · FY20250000102037-25-000038

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 the Board of Directors have previously been elected to terms expiring in 2026 or 2027, as indicated below. The Nominating, Governance and Risk Committee has recommended to the Board of Directors, and the Board of Directors has approved, the nomination of the three remaining nominees, Mr. Lennart R. Freeman, Ms. Fotini E. Manolios and Mr. Preston D. Wigner to be elected for three-year terms at the Annual Meeting. Each nominee has consented to being named in this Proxy Statement and to serve if elected. In May 2025, Mr. Michael T. Lawton announced that he will not stand for reelection at the Annual Meeting and will retire from the Board of Directors when his current term expires, at which time the size of the Board of Directors will be reduced to nine members. The following pages set forth certain information for each nominee as of March 31, 2025, as well as all other incumbent directors whose terms will continue following the Annual Meeting, except as otherwise noted. In August 2024, the Board of Directors appointed Mr. Wigner to the Board of Directors, effective October 1, 2024, in connection with his promotion to the role of President and Chief Executive Officer of the Company. Additionally, Mr. Wigner was named Chairman of the Board of Directors, effective October 1, 2024. In May 2025, the Board of Directors appointed Ms. Manolios to the Board of Directors, effective June 1, 2025. Except for Mr. Wigner and Ms. Manolios, all of the nominees and incumbent directors listed below are directors previously elected by the shareholders. 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 incumbent director whose term will continue following the Annual Meeting, 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 such 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” MR. LENNART R. FREEMAN, MS. FOTINI E. MANOLIOS, AND MR. PRESTON D. WIGNER 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 the Board of Directors is well-positioned to effectively oversee our business, long-term strategy and risks. The Nominating, Governance and Risk 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 the skills and experience that the Board of Directors believes are currently most essential to creating long-term shareholder value. The chart below also includes experience obtained as a director of the Company. The following chart is not intended to be an exhaustive list of each individual’s skills and experiences, as each individual also contributes other skills, expertise, experience and personal attributes that while important are not reflected on the chart.

  3. Director Skills and Experience

    | | Diana F. Cantor | Lennart R. Freeman | Thomas H. Johnson | Fotini E. Manolios | Arthur J. Schick, Jr. | Robert C. Sledd | Thomas H. Tullidge Jr. | Preston D. Wigner | Jacqueline T. Williams | | Knowledge, Skills and Experience | | | | | | | | | | | Audit/Public Accounting | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Commercial Banking | ✓ | | | ✓ | | | ✓ | | | | Environmental Sustainability | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | | Executive Leadership | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Finance | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | | Human Capital Mgmt | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | 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

    Board Profile 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

    | | Diana F. Cantor | Lennart R. Freeman | Thomas H. Johnson | Fotini E. Manolios | Arthur J. Schick, Jr. | Robert C. Sledd | Thomas H. Tullidge Jr. | Preston D. Wigner | Jacqueline T. Williams | | Gender | | | | | | | | | | | Male | | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | | | Female | ✓ | | | ✓ | | | | | ✓ | | Race/Ethnicity | | | | | | | | | | | African American/Black | | | | | | | | | ✓ | | White | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | | Age | 67 | 73 | 75 | 54 | 69 | 72 | 68 | 56 | 72 | | Board Tenure | 13 | 12 | 24 | 0 | 2 | 16 | 7 | 1 | 5 |

  6. Incumbent Directors Whose Terms Expire in 2025 and are Nominated for Election to a Three-Year Term Expiring in 2028 (Class I Directors)

    Incumbent Directors Whose Terms Expire in 2025 and are Nominated for Election to a Three-Year Term Expiring in 2028 (Class I Directors)

  7. Former Managing Vice President, Head of Total Rewards, Capital One Financial Corporation

    Former Managing Vice President, Head of Total Rewards, Capital One Financial Corporation Age: 54 Independent Director since 2025 FOTINI E. MANOLIOS served as Managing Vice President, Head of Total Rewards of Capital One Financial Corporation (“Capital One”), a Fortune 100 tech-enabled financial services firm, from 2012 through early September 2022. Ms. Manolios previously held various roles of increasing responsibility at Capital One, including Director, Head of US Card & International Compensation, Senior Director, Head of US Card Compensation, International Total Rewards & Global Mobility and Vice President, Head of US Card Compensation, International Total Rewards & Global Mobility. Prior to joining Capital One, Ms. Manolios served as HR Business Partner & Director of Compensation at GenSpring Family Offices, a subsidiary of SunTrust Bank, from 2010 to 2012, and as a Senior Compensation Consultant in the Wealth & Investment Management group at SunTrust Bank from 2008 to 2010. Ms. Manolios also worked at Accenture where she held various roles of increasing responsibility from 1999 to 2008 and Citibank from 1996 to 1999. Ms. Manolios currently serves as a director of VCU Health and is the Chair of the Evaluation & Compensation Committee and a member of the Audit & Compliance Committee and the Governance Committee. The Board of Directors believes that Ms. Manolios’ multinational experience and deep expertise in human resources matters, with a track record of helping to develop and reward high performing organizations will support the Board of Director’s oversight of the Company’s workforce and compensation programs and policies. Specifically, her expertise aligns with the Company’s commitment to setting high standards that benefit all Universal stakeholders, providing great value to the Board of Directors.

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

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

  9. President, Alpha Sierra Global LLC

    President, Alpha Sierra Global LLC Age: 69 Independent Director since 2023 Member, Audit Committee Member, Finance and Pension Investment Committee Member, Nominating, Governance and Risk 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. The Board of Directors believes that Mr. Schick’s breadth of experience in the ingredients and value-added supplier space represents an invaluable addition to the Board of Directors. 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.

  10. Jacqueline T. Williams

    Jacqueline T. Williams

  11. Former Director, Ohio Department of Commerce

    Former Director, Ohio Department of Commerce Age: 72 Independent Director since 2020 Member, Audit Committee Member, Finance and Pension Investment Committee Member, Nominating, Governance and Risk 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, including operational responsibility for the state’s billion dollar spirits industry. 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, Chair of 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. The Board of Directors believes that 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 of Directors regarding public policy, governance best practices, and executive leadership.

  12. Incumbent Directors Whose Terms Expire in 2027 (Class III Directors)

    Incumbent Directors Whose Terms Expire in 2027 (Class III Directors)

  13. Diana F. Cantor

    Diana F. Cantor

  14. Partner, Alternative Investment Management, LLC

    Partner, Alternative Investment Management, LLC Age: 67 Independent Director since 2012 Chair, Nominating, Governance and Risk Committee Member, Compensation and Human Resources 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 Chair 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 has served on the board of directors of VICI Properties Inc., an experiential-asset focused real estate investment trust, since 2018, and is both Chair of its Audit Committee and a member of the Nominating and Governance Committee. Mrs. Cantor also serves on the board of trustees of the Dodge & Cox Funds since 2024, and is a member of the Audit and Compliance Committee, Contract Review Committee, Nominating and Governance Committee, and Valuation Committee. Mrs. Cantor is a director of VCU Health System Authority, 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, member of the Nominating and Corporate Governance Committee and the Inclusion and Diversity Committee, and Chair of the Audit Committee of Domino’s Pizza, Inc. (“Domino’s”), a global pizza restaurant chain and franchise pizza delivery company, from 2005 to 2025, 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 Chair 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. The Board of Directors believes that 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 the Board of Directors.

  15. Robert C. Sledd

    Robert C. Sledd

  16. Managing Partner, Sledd Properties, LLC

    Managing Partner, Sledd Properties, LLC Age: 72 Independent Director since 2009 Chairman, Finance and Pension Investment Committee Member, Compensation and Human Resources Committee Member, Nominating, Governance and Risk 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. The Board of Directors believes that 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.

  17. 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: 68 Independent Director since 2018 Member, Audit Committee Member, Finance and Pension Investment Committee Member, Nominating, Governance and Risk 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 comprehensive wealth 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 and an accountant with Price Waterhouse. He serves as a member of the Executive Committee 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, and as a director and member of the Executive, Audit, and Compensation Committees of Gray Lumber Company, a privately held real estate investment firm. The Board of Directors believes that 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.

  18. Directors and Executive Officers

    Directors and Executive Officers The following table sets forth as of the record date, June 5, 2025, 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” on page 55 of this Proxy Statement, and (iii) all current directors and executive officers as a group.

  19. Directors and Executive Officers

    | Name of Beneficial Owner | Number of Shares(1) | Percent of Class(2) | | | (#) | (%) | | Diana F. Cantor | 25,129 | * | | Catherine H. Claiborne | 27,790 | * | | Lennart R. Freeman | 20,136 | * | | Airton L. Hentschke | 122,247 | * | | Thomas H. Johnson | 30,286 | * | | Johan C. Kroner | 58,272 | * | | Michael T. Lawton(3) | 20,092 | * | | Fontini E. Manolios(4) | — | — | | J. Patrick O'Keefe | 17,052 | * | | Arthur J. Schick, Jr. | 6,340 | * | | Robert C. Sledd | 17,982 | * | | Thomas H. Tullidge, Jr. | 16,996 | * | | Preston D. Wigner | 70,891 | * | | Jacqueline T. Williams | 14,052 | * | | All current directors and all executive officers as a group (17 persons) | 475,072 | 1.9% |

  20. 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 24,798,421 shares of Common Stock outstanding on June 5, 2025. (3)Amount includes 864 shares held by The Michael T. Lawton Trust. (4)Ms. Manolios joined the Board of Directors on June 1, 2025.

  21. Fiscal Year 2025 Compensation Discussion and Analysis

    Fiscal Year 2025 Compensation Discussion and Analysis This Compensation Discussion and Analysis (“CD&A”) and the executive compensation tables that follow describe the compensation of the following officers of the Company: •Preston D. Wigner, Chairman, President and Chief Executive Officer; •Johan C. Kroner, Senior Vice President and Chief Financial Officer; •Airton L. Hentschke, Senior Vice President and Chief Operating Officer; •Catherine H. Claiborne, Vice President, General Counsel and Secretary; •J. Patrick O’Keefe, Senior Vice President, Universal Global Ventures, Inc; and •George C. Freeman, III, former Chairman, President and Chief Executive Officer. We refer to these six executives as our “named executive officers.” Information about named executive officers’ salaries and any changes thereto in fiscal year 2025 can be found under “Base Salaries” on page 47. Information about annual cash incentive targets and awards appears under “Annual Cash Incentive Awards” beginning on page 48. Information about long-term targets and awards appears under “Long-Term Equity Participation” beginning on page 50.

  22. Chief Executive Officer Transition

    Chief Executive Officer Transition On August 23, 2024, we announced the appointment of Mr. Wigner, our then serving Senior Vice President, to serve as our Chairman, Chief Executive Officer and President (the “Appointment”), succeeding Mr. G. Freeman, effective as of October 1, 2024 (the “Effective Date”). To support the transition of leadership, Mr. G. Freeman continued to serve as our Vice Chair, a non-executive employee role, through December 31, 2024, and then as Senior Advisor, an independent contractor role, through March 31, 2025. In connection with the Appointment, the Compensation and Human Resources Committee (referred to in this CD&A as the “Committee”) approved the following changes to Mr. Wigner’s compensation for fiscal year 2025 beginning on the Effective Date: his annual base salary was increased to $800,000 (“New Base Salary”); his target bonus opportunity percentage under the Annual Incentive Plan was adjusted to 100% of his New Base Salary and the target award value of his annual long-term incentive equity awards was increased to $1,600,000. In addition, on the Effective Date, Mr. Wigner received a special award of 38,130 restricted stock units (“Transition RSUs”) under our shareholder-approved 2023 Stock Incentive Plan (equal to approximately $2 million based on the volume-weighted average price from August 1, 2024 to September 30, 2024). One-third of the Transition RSUs will vest annually on the anniversary date of the Effective Date over a three-year period. Consistent with RSUs granted in connection with the fiscal year 2025 long-term equity incentive awards, the Transition RSUs earn dividend equivalent units during the vesting periods and only vest when the underlying RSUs vest. Other than the annual vesting as described above, vesting of the Transition RSUs (and the earned dividend equivalent units) is consistent with the terms of Mr. Wigner’s annual long-term incentive equity awards, except that the Transition RSUs are forfeitable if Mr. Wigner terminates his employment with the Company prior to the vesting date(s). In connection with Mr. G. Freeman’s retirement and beginning on the Effective Date, the Committee approved the reduction of Mr. G. Freeman’s annual base salary to $670,000 through December 31, 2024. Mr. G. Freeman remained eligible to receive his fiscal year 2025 annual incentive award under the Annual Incentive Plan at his previously set target bonus opportunity percentage pro-rated to the Effective Date. In addition, Mr. G. Freeman received a lump sum of $140,000 as compensation for his service as Senior Advisor, an independent contractor role, through March 31, 2025.

  23. 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; | |

  24. Executive Compensation

    We have a Change of Control Policy applicable to senior management. Please see the section “Change of Control Policy” on page 53 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 we are 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 44 of this Proxy Statement for further information about our Clawback Policy. We maintain a policy prohibiting hedging and derivatives trading in our Common Stock by our directors, officers, and employees. Please see the section “Prohibitions on Hedging” on page 22 of this Proxy Statement for further information about hedges and speculative trading. We provide our shareholders with an annual advisory vote (“say on pay”) on the compensation of our named executive officers. At the 2024 Annual Meeting of Shareholders, approximately_98.2% of the votes cast supported our executive compensation program. Given the high level of support from our shareholders, as demonstrated by the results of the say on pay vote, the Committee did not make any significant changes to our executive compensation program for fiscal year 2025 in response to the say on pay vote.

  25. Peer Group Analysis

    Peer Group Analysis On an annual basis, the Committee determines the total compensation target for each of our executive officers. The Committee then sets the mix of the different components of compensation desired to achieve the total compensation target. The Committee periodically requests that its outside advisor benchmark the component totals to confirm that such amounts are within reason of our peer group. The Committee, generally, targets the 50th percentile in measuring competitiveness. During fiscal year 2025, the Committee requested that PwC review and, if necessary, update our peer group list, which was updated in fiscal year 2024. 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 did not identify any changes to the peer group list that would better align that list with the Company in terms of the overall characteristics considered. Although our industry is highly competitive, Universal and Pyxus International, Inc. are the only global, independent, publicly traded competitors. We, therefore, lack true “peers” within our own industry. The Committee reviewed the proposed list with PwC and reaffirmed the use of the current peer group list for use beginning in fiscal year 2025. The peer group list consists of the following companies:

  26. 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. |

  27. 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 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 and 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 Committee due to the occurrence of certain stated events. The clawback provision applied to all cash incentive and equity awards made during fiscal year 2025. Management has also implemented additional effective controls to minimize potential unintended or willful reporting errors. In addition, the 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 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.

  28. 2023 Stock Incentive Plan

    2023 Stock Incentive Plan Our shareholder approved 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 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.

  29. 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.

  30. Total Indirect Compensation

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

  31. 1. Base Salaries

    (1) Amounts reflect salary changes to the amounts initially set by the Committee for fiscal year 2025, which became effective April 1, 2025, in connection with Mr. Wigner’s appointment as Chairman, President and Chief Executive Officer and Mr. G. Freeman’s retirement as Chairman, President and Chief Executive Officer, in each case, effective October 1, 2024. For Mr. Wigner, a change from $493,600 to $800,000, and for Mr. G. Freeman, a change from $1,114,800 to $670,000. The Committee regularly evaluates executive compensation based upon the periodic assessments conducted by its independent compensation consultant, which reviews the competitiveness of the executives’ salary with salaries of executives in our peer group. In addition to this market data, the Committee considers the responsibilities, skills, and experience of each executive, personal performance of the executive in light of individual levels of responsibility, and Company performance. While the Committee considered each of these factors and their totality, the Committee did not assign a specific value to each factor. As part of the compensation setting process for fiscal year 2025, the Committee met periodically with Mr. G. Freeman, our former Chairman, President and Chief Executive Officer, reviewing his performance and the Company’s performance, taking into consideration the Committee’s guiding philosophy. The Committee also evaluated Mr. G. Freeman’s compensation level, considering the average base salaries of the chief executive officers at the companies included in the peer group. The Committee believed the new base amount was appropriate and not excessive when viewed in context with chief executive officer compensation for the peer salary group. The Committee also considered affordability within the Company’s business plans as well as management’s recommendation based upon annual compensation surveys and published statistical reports as well as consultation from its independent compensation consultant. Accordingly, in March 2024, the Committee approved a 3.8%, or $163,200, increase with respect to Mr. G. Freeman’s fiscal 2025 total direct compensation opportunity. This total increase was apportioned $40,800 to base salary, $40,800 to target annual cash incentive award and $81,600 to the target annual long-term incentive award. As previously discussed, Mr. G. Freeman retired as Chairman, President and Chief Executive Officer, effective October 1, 2024, and Mr. Wigner was appointed to replace him in this role. In connection with Mr. Wigner’s appointment as Chairman, President and Chief Executive Officer on October 1, 2024, the Committee approved an increase of $306,400 to his base salary, $471,000 to his target annual cash incentive award and $1,106,400 to his target annual long term incentive award. Similar to the Committee's review and evaluation of Mr. G. Freeman’s executive compensation in March 2024, in determining Mr. Wigner’s compensation for fiscal year 2025, the Committee, with the assistance of the compensation consultant, considered Mr. Wigner’s increased level of responsibility and peer group company comparisons. Likewise, in connection with Ms. Claiborne’s appointment as Vice President and General Counsel and Secretary on April 1, 2024, she received an increase of $114,600, or 38.8%, to her base salary to reflect her increased responsibility and based on peer group company comparisons. In connection with his retirement, the Committee approved the reduction of Mr. G. Freeman’s annual base salary to $670,000 through December 31, 2024.

  32. 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 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 cash incentive awards earned for fiscal year 2025 by our named executive officers were approved by the Committee on May 29, 2025, and are set forth in the Column, “Non-Equity Incentive Plan Compensation,” in the “Summary Compensation Table” on page 55 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 Committee. The annual cash incentive awards to our named executive officers (except for Mr. O’Keefe) in fiscal year 2025 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 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 defined 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 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 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 2025 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 2025, the 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 Plan 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 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 2025 awards under the Annual Incentive Plan:

  33. 2. Annual Cash Incentive Awards

    | | Threshold Level | Target Level | Maximum Level | FY 2025 Results | | Adjusted Economic Profit | $(35.0) million | $0.0 million | $35.0 million | $45.4 million | | Adjusted Earnings Per Share | $3.07 per share | $3.87-4.10 | $4.69 per share | $4.81 per share |

  34. 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 $4.81 achieved for fiscal year 2025 to our reported diluted earnings per share of $3.78 is as follows:

  35. 2. Annual Cash Incentive Awards

    | Adjusted Earnings Per Share | $4.81 | | Per share effect of annual cash incentive award accrual excluded from adjusted earnings per share | (0.18) | | Per share effect of restructuring and impairment | (0.42) | | Per share effect of pension settlement | (0.43) | | Reported Diluted Earnings Per Share | $3.78 |

  36. 2. Annual Cash Incentive Awards

    In fiscal year 2025, our diluted earnings per share decreased compared to 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 May 30, 2024, the Committee established the fiscal year 2025 performance targets to ensure performance stretch in the fiscal year 2025 Annual Incentive Plan goals. The performance targets for adjusted earnings per share set for the last three fiscal years were $3.87-4.10, $4.15 and $4.00 for fiscal years 2025, 2024, and 2023 respectively. In addition, the performance target for adjusted economic profit was set at $0 million in fiscal year 2025. 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 Committee for its review and approval each year. For our Chief Executive Officer, the Committee determines the target bonus opportunity percentage. In addition, the Committee reviewed the information provided by the Committee’s independent compensation consultant regarding its pay mix comparison to our peer group. Each year, the 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 Committee compares the calculated performance to the preapproved tables to determine the percentage to apply to the executives’ target bonus opportunity amounts. The 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 Committee reserves the right to exercise negative discretion in adjusting any incentive awards, but the Committee has no discretion to increase the awards. The Committee does not award any discretionary, non-performance based annual cash incentive awards if the performance goals are not achieved. Using Mr. Wigner as an example, the Company generated adjusted economic profit and adjusted earnings per share above the target level for fiscal year 2025, 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 200% achievement of the target levels on the Committee’s pre-approved tables. Consequently, for fiscal year 2025, Mr. Wigner’s award amount was $1,129,000. 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 2025 for our named executive officers:

  37. 2. Annual Cash Incentive Awards

    | | Target Bonus Opportunity Percentage | Target Bonus Opportunity Amount | Maximum Bonus Opportunity Amount | Actual Percentage Bonus Payout | Actual 2025 Bonus Paid | | | (%) | ($) | ($) | (%) | ($) | | Preston D. Wigner | 100% | 564,500 | 1,129,000 | 200% | 1,129,000 | | Johan C. Kroner | 77% | 412,200 | 824,400 | 200% | 824,400 | | Airton L. Hentschke | 83% | 587,300 | 1,174,600 | 200% | 1,174,600 | | Catherine H. Claiborne | 63% | 256,200 | 512,400 | 200% | 512,400 | | J. Patrick O’Keefe | 63% | 252,800 | 505,600 | 159% | 403,100 | | George C. Freeman, III | 100% | 557,400 | 1,114,800 | 200% | 1,114,800 |

  38. 3. Long-Term Equity Participation

    3. Long-Term Equity Participation The 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 provides long-term financial incentives and promotes retention of management. With the exception of new hires or promotions, long-term incentives are awarded annually, within 12 business days following the public release of our annual earnings. The 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 Committee’s schedule is determined between six and 12 months in advance, though changes may occur, and the proximity of any awards to market events other than earnings announcements is coincidental. We do not take material nonpublic information into account when determining the timing and terms of equity awards, and we do not time the disclosure of material nonpublic information for the purpose of affecting the value of equity awards. Our executive compensation program does not currently include grants of stock options or stock appreciation rights and none are outstanding. 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 Committee and vest and are paid out subject to the Committee’s approval of the Company’s achievement of the performance measures previously selected by the 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 Committee, the amount of performance share units payout increases, with 100% payout occurring if performance reaches a target level set by the 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. Consistent with awards granted in fiscal years 2023 and 2024, for fiscal year 2025, the 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 result in competitive harm to the Company. For the fiscal year 2025 long-term equity awards awarded in May 2024, the 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 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. 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. The number of performance share units and restricted stock units granted to our named executive officers in fiscal year 2025, was as follows:

  39. 3. Long-Term Equity Participation

    | | Performance Shares | Restricted Stock Units | | Preston D. Wigner | 4,900 | 43,030(1) | | Johan C. Kroner | 6,960 | 6,960 | | Airton L. Hentschke | 10,500 | 10,500 | | Catherine H. Claiborne | 3,565 | 3,565 | | J. Patrick O’Keefe | 3,515 | 3,515 | | George C. Freeman, III | 22,140 | 22,140 |

  40. 3. Long-Term Equity Participation

    (1)In connection with Mr. Wigner’s appointment as Chairman, President and Chief Executive Officer, he received a special award of 38,130 restricted stock units. Additional details regarding the fiscal year 2025 equity participation awards for each of our named executive officers are set forth in the “Grants of Plan-Based Awards” table on page 57 of this Proxy Statement. On May 25, 2021, we awarded performance share units for the three-year performance period from April 1, 2021 through March 31, 2024. Those awards vested on March 31, 2024 and the payout was approved by the Committee on May 30, 2024. The performance measure was the three-year average of 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 2022 through 2024 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 2022:

  41. 3. Long-Term Equity Participation

    | | Threshold Level | Target Level | Maximum Level | Average 2022-2024 Result | | Average Adjusted Earnings per Share | $2.58 | $4.15 | $5.01 | $4.68 |

  42. 3. Long-Term Equity Participation

    A reconciliation of average adjusted earnings per share of $4.68 for the performance period covering fiscal years 2022 through 2024 is as follows:

  43. 3. Long-Term Equity Participation

    | Fiscal Year 2024 | $5.06 | | Fiscal Year 2023 | 5.10 | | Fiscal Year 2022 | 3.88 | | 3-year Average Adjusted Earnings Per Share | $4.68 |

  44. 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 Committee’s pre-approved percent-of-target performance table. The payouts of the fiscal year 2022 performance share units awards were, therefore, made at 127.1% 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 awarded:

  45. 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) | | Preston D. Wigner | 127.1% | 3,800 | 5,700 | 4,829 | $182,210 | $228,412 | | Johan C. Kroner | 127.1% | 5,400 | 8,100 | 6,863 | $258,930 | $324,620 | | Airton L. Hentschke | 127.1% | 8,150 | 12,225 | 10,358 | $390,793 | $489,933 | | Catherine H. Claiborne | 127.1% | 2,075 | 3,113 | 2,637 | $99,496 | $124,730 | | J. Patrick O’Keefe | 127.1% | 1,125 | 1,688 | 1,429 | $53,944 | $67,592 | | George C. Freeman, III | 127.1% | 17,175 | 25,763 | 21,829 | $823,541 | $1,032,512 |

  46. 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 $47.95, which represents a discount to the closing price of $57.41 for the shares granted May 27, 2021. (2)This column represents market value based on the May 30, 2024 stock price of $47.30.

  47. 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 (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 62 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 (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 62 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 64 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, we have adopted a “double-trigger” change of control policy that 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. 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 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 66 of this Proxy Statement.

  48. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  49. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Fiscal Year | Salary(1) | Stock Awards(2) | Option Awards | 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) | | Preston D. Wigner | 2025 | 646,800 | 2,411,771 | — | 1,129,000 | 219,667 | 26,306 | 4,433,544 | | Chairman, President and Chief Executive Officer(6) | 2024 | 475,500 | 432,387 | — | 523,700 | 101,590 | 21,586 | 1,554,763 | | | 2023 | 455,000 | 469,647 | — | 489,500 | — | 20,520 | 1,434,667 | | Johan C. Kroner | 2025 | 535,800 | 595,289 | — | 824,400 | 193,480 | 24,120 | 2,173,089 | | Senior Vice President and Chief Financial Officer | 2024 | 516,200 | 612,944 | — | 656,000 | 167,427 | 24,328 | 1,976,899 | | | 2023 | 494,000 | 664,594 | — | 613,300 | — | 22,834 | 1,794,728 | | Airton L. Hentschke | 2025 | 704,800 | 898,065 | — | 1,174,600 | 310,535 | 22,141 | 3,110,141 | | Senior Vice President and Chief Operating Officer | 2024 | 679,000 | 924,167 | — | 934,700 | 129,970 | 16,866 | 2,684,703 | | | 2023 | 649,700 | 1,004,275 | — | 873,800 | — | 15,636 | 2,543,411 | | Catherine H. Claiborne | 2025 | 410,000 | 304,915 | — | 512,400 | 183,261 | 23,683 | 1,434,259 | | Vice President, General Counsel, and Secretary(7) | | | | | | | | | | J. Patrick O’Keefe | 2025 | 404,600 | 300,638 | — | 403,100 | 86,088 | 17,435 | 1,211,861 | | Senior Vice President, Universal Global Ventures, Inc. | 2024 | 389,800 | 308,848 | — | 249,200 | 75,702 | 16,710 | 1,040,260 | | George C. Freeman, III | 2025 | 817,800 | 1,893,634 | — | 1,114,800 | 1,836,699 | 146,288 | 5,809,221 | | Former Chairman, President and Chief Executive Officer(8) | 2024 | 1,074,000 | 1,948,115 | — | 1,774,200 | 454,283 | 24,478 | 5,275,076 | | | 2023 | 1,027,800 | 2,117,839 | — | 1,658,900 | — | 27,535 | 4,832,074 |

  50. SUMMARY COMPENSATION TABLE

    (1)Salary amounts include cash compensation earned by each named executive officer during fiscal years 2023, 2024 and 2025, 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 2025, including earnings on amounts deferred, see “Non-Qualified Deferred Compensation” beginning on page 64 of this Proxy Statement. (2)The amount represents the aggregate grant date fair value of stock 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 2023, 2024 and 2025 performance share awards, the grant date value per share was $54.46, $43.01, and $38.23, respectively. Amounts for fiscal years 2023, 2024 and 2025 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 2025, Mr. G. Freeman: $2,316,840; Mr. Hentschke: $1,098,773; Mr. Kroner: $728,329; Mr. Wigner: $2,505,435; Ms. Claiborne: $373,079 and Mr. O’Keefe: $367,828. 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, 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, in Notes 1 and 14 to the consolidated financial statements, included in our Annual Report on Form 10-K for the year ended March 31, 2025. Information on individual equity awards granted to the named executive officers in fiscal year 2025 is set forth in the section entitled “Grants of Plan-Based Awards” on page 57 of this Proxy Statement. (3)The amounts represent cash awards to the named executive officers under our performance-based Annual Incentive Plan for fiscal years 2023, 2024 and 2025, which is discussed in the section entitled “Annual Cash Incentive Awards” beginning on page 48 of this Proxy Statement. While such amounts were earned for fiscal years 2023, 2024 and 2025 performance, they were not paid to the named executive officers until June 12, 2023, June 12, 2024 and June 11, 2025 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 2023, 2024 and 2025, 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 2023, 2024, and 2025. In accordance with SEC rules, no amounts are shown for fiscal year 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 53 of this Proxy Statement and the tables entitled “Pension Benefits” on page 62 of this Proxy Statement and “Non-Qualified Deferred Compensation” on page 64 of this Proxy Statement. For a full description of the pension plan assumptions used by us for financial reporting purposes for fiscal years 2023, 2024 and 2025 see Note 12 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2025. (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 2025. 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:

  51. SUMMARY COMPENSATION TABLE

    | Column (i) Components | P.D. Wigner | J.C. Kroner | A.L. Hentschke | C.H. Claiborne | J.P. O’Keefe | G.C. Freeman, III | | | | ($) | ($) | ($) | ($) | ($) | ($) | | | Financial Planning and Tax Preparation Services(a) | — | 1,625 | — | — | — | 3,965 | | | 401(k) Company Match(b) | 21,306 | 17,495 | 22,141 | 18,683 | 17,435 | 2,323 | | | Matching Gifts(c) | 5,000 | 5,000 | — | 5,000 | — | — | | | Home Leave - Expatriates(d) | — | — | — | — | — | — | | | Other(e) | | | | | | 140,000 | | | TOTALS | 26,306 | 24,120 | 22,141 | 23,683 | 17,435 | 146,288 | 146288 |

  52. SUMMARY COMPENSATION TABLE

    (a)Financial Planning and Tax Preparation Services. Only Messrs. Kroner and G. Freeman were 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 2025 pursuant to our financial planning and tax preparation policy are individually disclosed in the perquisites table above. The financial planning and tax preparation policy was terminated during fiscal year 2025. (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 2025 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 53 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. (e)Other. Mr. G. Freeman received a lump sum of $140,000 as compensation for his service as Senior Advisor, an independent contractor role following his retirement from the Company. (6)Mr. Wigner was appointed Chairman, Chief Executive Officer and President of the Company, effective October 1, 2024. (7)Ms. Claiborne was appointed Vice President, General Counsel and Secretary of the Company, effective April 1, 2024. (8)Mr. G. Freeman retired as Chairman, Chief Executive Office and President of the Company, effective October 1, 2024. Mr. G. Freeman continued to serve as Senior Advisor, an independent contractor role, through March 31 2025.

  53. GRANTS OF PLAN-BASED AWARDS FISCAL YEAR 2025

    GRANTS OF PLAN-BASED AWARDS FISCAL YEAR 2025 The following table presents information regarding grants of plan-based awards to the named executive officers during the fiscal year ended March 31, 2025.

  54. GRANTS OF PLAN-BASED AWARDS FISCAL YEAR 2025

    | 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) | | Preston D. Wigner | | | | | | | | | | | | | 5/30/2024 | 0 | 564,500 | 1,129,000 | | | | | | | | | | 5/30/2024 | | | | 0 | 4,900 | 7,350 | | | | 47.30 | 187,327 | | 5/30/2024 | | | | | | | 4,900 | | | 47.30 | 231,770 | | 10/1/2024 | | | | | | | 38,130 | | | 52.26 | 1,992,674 | | Johan C. Kroner | | | | | | | | | | | | | 5/30/2024 | 0 | 412,200 | 824,400 | | | | | | | | | | 5/30/2024 | | | | 0 | 6,960 | 10,440 | | | | 47.30 | 266,081 | | 5/30/2024 | | | | | | | 6,960 | | | 47.30 | 329,208 | | Airton L. Hentschke | | | | | | | | | | | | | 5/30/2024 | 0 | 587,300 | 1,174,600 | | | | | | | | | | 5/30/2024 | | | | 0 | 10,500 | 15,750 | | | | 47.30 | 401,415 | | 5/30/2024 | | | | | | | 10,500 | | | 47.30 | 496,650 | | Catherine H. Claiborne | | | | | | | | | | | | | 5/30/2024 | | 256,200 | 512,400 | | | | | | | | | | 5/30/2024 | | | | 0 | 3,565 | 5,348 | | | | 47.30 | 136,290 | | 5/30/2024 | | | | | | | 3,565 | | | 47.30 | 168,625 | | J. Patrick O’Keefe | | | | | | | | | | | | | 5/30/2024 | 0 | 252,800 | 505,600 | | | | | | | | | | 5/30/2024 | | | | 0 | 3,515 | 5,273 | | | | 47.30 | 134,378 | | 5/30/2024 | | | | | | | 3,515 | | | 47.30 | 166,260 | | George C. Freeman, III | | | | | | | | | | | | | 5/30/2024 | 0 | 557,400 | 1,114,800 | | | | | | | | | | 5/30/2024 | | | | 0 | 22,140 | 33,210 | | | | 47.30 | 846,412 | | 5/30/2024 | | | | | | | 22,140 | | | 47.30 | 1,047,222 |

  55. GRANTS OF PLAN-BASED AWARDS FISCAL YEAR 2025

    (1)Amounts represent potential annual cash incentive awards for fiscal year 2025. The actual amount of the annual cash incentive award earned by each named executive officer for fiscal year 2025 is reported in Column (g), “Non-Equity Incentive Plan Compensation,” in the “Summary Compensation Table” on page 55 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 48 of this Proxy Statement. (2)Amounts represent potential vesting of performance share units granted during fiscal year 2025. 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 50 of this Proxy Statement and in Column (g) in the table entitled “Outstanding Equity Awards at Fiscal Year End” on page 59 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 50 of this Proxy Statement, and in Column (i) in the table entitled “Outstanding Equity Awards at Fiscal Year End” on page 59 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 $38.23 as of May 30, 2024, 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 14 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2025.

  56. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END

    OUTSTANDING EQUITY AWARDS AT 2025 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, 2025.

  57. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END

    | | Stock Awards | | | | | Name and Grant 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) | (g) | (h) | (i) | (j) | | Preston D. Wigner | | | | | | May 28, 2020 | | | 6,389 | 358,103 | | June 2, 2022 | | | 4,685 | 262,594 | | June 1, 2023 | | | 5,066 | 283,949 | | May 30, 2024 | | | 5,137 | 287,929 | | October 1, 2024 | | | 39,327 | 2,204,277 | | June 2, 2022 | 3,975 | 222,799 | | | | June 1, 2023 | 4,550 | 255,028 | | | | May 30, 2024 | 4,900 | 274,645 | | | | Johan C. Kroner | | | | | | May 28, 2020 | | | 9,065 | 508,093 | | June 2, 2022 | | | 6,630 | 371,612 | | June 1, 2023 | | | 7,181 | 402,495 | | May 30, 2024 | | | 7,296 | 408,941 | | June 2, 2022 | 5,625 | 315,281 | | | | June 1, 2023 | 6,450 | 361,523 | | | | May 30, 2024 | 6,960 | 390,108 | | | | Airton L. Hentschke | | | | | | May 28, 2020 | | | 13,646 | 764,858 | | June 2, 2022 | | | 10,019 | 561,565 | | June 1, 2023 | | | 10,826 | 606,797 | | May 30, 2024 | | | 11,006 | 616,886 | | June 2, 2022 | 8,500 | 476,425 | | | | June 1, 2023 | 9,725 | 545,086 | | | | May 30, 2024 | 10,500 | 588,525 | | |

  58. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END

    | | Stock Awards | | | | | Name and Grant 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) | (g) | (h) | (i) | (j) | | Catherine H. Claiborne | | | | | | May 28, 2020 | | | 3,478 | 194,942 | | June 2, 2022 | | | 2,534 | 142,031 | | June 1, 2023 | | | 2,755 | 154,418 | | May 30, 2024 | | | 3,737 | 209,459 | | June 2, 2022 | 2,150 | 120,508 | | | | June 1, 2023 | 2,475 | 138,724 | | | | May 30, 2024 | 3,565 | 199,818 | | | | J. Patrick O’Keefe | | | | | | May 28, 2020 | | | 1,873 | 104,982 | | June 2, 2022 | | | 1,915 | 107,336 | | June 1, 2023 | | | 3,617 | 202,733 | | May 30, 2024 | | | 3,684 | 206,488 | | June 2, 2022 | 1,625 | 91,081 | | | | June 1, 2023 | 3,250 | 182,163 | | | | May 30, 2024 | 3,515 | 197,016 | | | | George C. Freeman, III | | | | | | June 2, 2022 | 17,925 | 1,004,696 | | | | June 1, 2023 | 20,500 | 1,149,025 | | | | May 30, 2024 | 22,140 | 1,240,947 | | |

  59. OUTSTANDING EQUITY AWARDS AT 2025 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, generally have three-year cliff vesting. One-third of Mr. Wigner’s Transition RSU’s vest annually over a three-year period. 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 $56.05 for our Common Stock, as quoted on the NYSE on March 31, 2025, the last trading day of fiscal year 2025.

  60. OPTION EXERCISES AND STOCK VESTED FISCAL YEAR 2025

    OPTION EXERCISES AND STOCK VESTED FISCAL YEAR 2025 The following table presents information concerning the vesting of stock awards for the named executive officers during the fiscal year ended March 31, 2025.

  61. OPTION EXERCISES AND STOCK VESTED FISCAL YEAR 2025

    | | Stock Awards(1) | | | Name | Number of Shares Acquired on Vesting | Value Realized on Vesting | | | (#) | ($) | | (a) | (b) | (c) | | Preston D. Wigner | 14,299 | 670,954 | | Johan. C. Kroner | 18,781 | 881,554 | | Airton L. Hentschke | 30,699 | 1,440,478 | | Catherine H. Claiborne | 7,785 | 365,298 | | J. Patrick O’Keefe | 2,774 | 130,753 | | George C. Freeman, III(2) | 205,907 | 10,779,677 |

  62. OPTION EXERCISES AND STOCK VESTED FISCAL YEAR 2025

    (1)Amounts represent the number of shares of Common Stock underlying stock awards that vested in fiscal year 2025. The amounts in Column (b) represent the vesting of restricted stock awards that were granted in fiscal years 2019 and 2021 and the vesting of performance share units that were granted in fiscal year 2022. There have been no outstanding options since fiscal year 2018. As such, the columns relating to option exercises have been omitted. (2)Amounts include the following: (A) 64,701 shares that Mr. G. Freeman received upon the vesting of restricted stock units in May 2024 at a value of $3,035,940. (B) 45,251 restricted stock units awarded between 2005 and 2009 and that vested on December 31, 2024 at a value of $2,481,565 as a result of Mr. G. Freeman’s retirement. Receipt of the shares underlying these restricted stock units was previously deferred and subject to Section 162(m) of the Internal Revenue Code. Due to Section 409A of the Internal Revenue Code, the payout of these deferred shares is delayed until July 2025. The deferred amounts were previously reported as nonqualified deferred compensation in our prior Proxy Statements. (C) 95,955 restricted stock units that were awarded between May 2020 and May 2024 and that vested on December 31, 2024 at a value of $5,262,172, as a result of Mr. G. Freeman’s retirement. Due to Section 409A of the Internal Revenue Code, the payout of these shares is delayed until July 2025.

  63. PENSION BENEFITS FISCAL YEAR 2025

    PENSION BENEFITS FISCAL YEAR 2025 The following table shows the actuarial present value of accumulated benefits as of March 31, 2025, 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.

  64. PENSION BENEFITS FISCAL YEAR 2025

    | 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) | | Preston D. Wigner | Pension Plan | 22 | 672,045 | — | | | Benefit Restoration Plan | 22 | 1,349,053 | — | | Johan. C. Kroner | Pension Plan | 31.75 | 792,756 | — | | | Benefit Restoration Plan | 31.75 | 582,392 | — | | Airton L. Hentschke | Pension Plan | 12.25 | 382,300 | — | | | Benefit Restoration Plan | 12.25 | 1,400,297 | — | | Catherine H. Claiborne | Pension Plan | 25.25 | 1,148,959 | — | | | Benefit Restoration Plan | 25.25 | 494,486 | — | | J. Patrick O’Keefe | Pension Plan | 5 | 180,054 | — | | | Benefit Restoration Plan | 5 | 165,381 | — | | George C. Freeman, III | Pension Plan | 26.50 | 1,170,260 | 22,063 | | | Benefit Restoration Plan | 26.50 | 9,758,386 | 308,721 |

  65. PENSION BENEFITS FISCAL YEAR 2025

    (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 53 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, 2025, in the section entitled “Pension and Other Postretirement Benefit Plans,” the section entitled “Critical Accounting Estimates and Assumptions,” and in Note 12 to the consolidated financial statements.

  66. 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 2024 and 2025 statutory calendar year contribution limits of $23,000 and $23,500, respectively, and the additional age 50 and over statutory “catch-up” contributions, including, for participants attaining age 60 through 63 in 2025 or later, enhanced 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 2025. 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 2025, 2024, or 2023. 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.

  67. NON-QUALIFIED DEFERRED COMPENSATION FISCAL YEAR 2025

    NON-QUALIFIED DEFERRED COMPENSATION FISCAL YEAR 2025

  68. NON-QUALIFIED DEFERRED COMPENSATION FISCAL YEAR 2025

    | Name | Executive Contributions in FY 2025(1) | Registrant Contributions in FY 2025(2) | Aggregate Earnings in FY 2025(3) | Aggregate Withdrawals/ Distributions(4) | Aggregate Balance at FYE 2025(5) | | | ($) | ($) | ($) | ($) | ($) | | Preston D. Wigner | — | — | 2,822 | — | 29,895 | | Johan C. Kroner | — | — | — | — | — | | Airton L. Hentschke | — | — | (20,530) | — | 359,189 | | Catherine H. Claiborne | — | — | 261,453 | — | 2,199,991 | | J. Patrick O’Keefe | — | — | — | — | — | | George C. Freeman, III | — | — | 100,075 | — | 1,638,026 |

  69. NON-QUALIFIED DEFERRED COMPENSATION FISCAL YEAR 2025

    (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 our named executive officers in the DIP Plan, except for Messrs. Hentschke, Kroner and O’Keefe who 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 2025 in the DIP Plan for named executive officers. The fair market value of Mr. Hentschke’s vested balance in the 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 addition to our qualified and non-qualified deferred compensation plans, the Company has taken 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, which 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 44 of this Proxy Statement. The vesting of certain restricted stock units awards to Mr. G. Freeman was subject to Code Section 162(m) and the receipt of these awards was deferred. Since Mr. G. Freeman retired on December 31, 2024, these restricted stock unit awards vested at that time, and, in accordance with Section 409(a) of the Internal Revenue Code, these awards will be paid in July 2025. See “Option Exercises and Stock Vested Fiscal Year 2025” table on page 61 of this Proxy Statement.

  70. Potential Payments upon Termination or Change of Control

    Potential Payments upon Termination or Change of Control We have a Change of Control Policy that provides the opportunity to receive severance benefits if a change of control of the Company occurs in combination with other specified events. Participants in the Change of Control Policy (“Participants”) are selected by the Compensation and Human Resources 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 are 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. Mr. Wigner, the Company’s Chairman, President, and Chief Executive Officer, is designated as a Category 1 Participant. The other current 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 30 days prior to a change in control, or if the Participant terminates his or her 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 12 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 2025

    CEO PAY RATIO FOR FISCAL YEAR 2025

  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 and Human Resources 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 five most recently completed fiscal years.

  74. Pay Versus Performance Table

    | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO 1 (1) | Summary Compensation Table Total for PEO 2 (1) | Compensation Actually Paid to PEO 1 (2) | Compensation Actually Paid to PEO 2 (2) | Average Summary Compensation Table Total for Non-PEO NEOs (3) | Average Compensation Actually Paid to Non-PEO NEOs (4) | Total Shareholder Return (5) | Peer Group Total Shareholder Return (6) | Net Income (Loss) ($ in thousands) (7) | 1 Year Adjusted Diluted EPS (8) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | | 2025 | $5,669,221 | $4,433,544 | $4,948,950 | $4,691,685 | $1,981,113 | $2,112,172 | $172.52 | $201.95 | $95,047 | $4.63 | | 2024 | $5,275,076 | N/A | $5,950,427 | N/A | $1,880,731 | $2,097,067 | $149.13 | $209.02 | $119,598 | $5.08 | | 2023 | $4,832,074 | N/A | $5,325,169 | N/A | $1,823,628 | $1,919,696 | $143.55 | $180.30 | $124,052 | $3.77 | | 2022 | $3,735,584 | N/A | $4,363,778 | N/A | $1,449,372 | $1,574,242 | $148.67 | $197.73 | $86,577 | $3.79 | | 2021 | $5,171,861 | N/A | $6,885,379 | N/A | $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) and (c) are the amounts of total compensation reported for the Company’s PEOs for each corresponding year in the “Total” column of the Summary Compensation Table. Specifically, Column (b) corresponds to Mr. G. Freeman, who served as PEO through September 30, 2024, and Column (c) corresponds to Mr. P. Wigner, who assumed the PEO role effective October 1, 2024. Refer to the section of this Proxy Statement titled “Summary Compensation Table.” (2) The dollar amounts reported in Column (d) and (e) represent the amount of “compensation actually paid” to the Company’s PEOs, Mr. G. Freeman and Mr. P. Wigner, respectively, 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 and Mr. P. Wigner 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 and Mr. P. Wigner’s total compensation to determine the compensation actually paid:

  76. Pay Versus Performance Table

    | Year | PEO | 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) | | | 2025 | George Freeman | $5,669,221 | $(1,893,634) | $2,644,432 | $(1,836,699) | $365,630 | $4,948,950 | | 2025 | Preston Wigner | $4,433,544 | $(2,411,771) | $2,789,717 | $(219,667) | $99,862 | $4,691,685 |

  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 | PEO | 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 | | 2025 | George Freeman | $1,355,769 | $330,476 | $1,047,222 | $(89,035) | $— | $— | $2,644,432 | | 2025 | Preston Wigner | $2,437,244 | $73,311 | $231,770 | $(19,699) | $— | $67,092 | $2,789,717 |

  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 Column (f) 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, Mr. Hentschke, Mr. Kroner, Mr. Wigner, and Mr. O’Keefe for 2024, and Mr. Hentschke, Mr. Kroner, Mr. O’Keefe, and Ms. Claiborne for 2025. (4) The dollar amounts reported in Column (g) 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) | | | 2025 | $1,981,113 | $(524,727) | $750,098 | $(193,342) | $99,030 | $2,112,172 |

  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 | | 2025 | $375,684 | $84,796 | $303,679 | $(14,061) | $— | $— | $750,098 |

  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, 2025. 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 and Human Resources 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 2025 Compensation Actually Paid

    List of Most Important Financial Performance Measures to Determine 2025 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 2025 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 2025 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 PEOs 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 five 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 PEOs 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 PEOs, the average amount of compensation actually paid to our other NEOs and the 1 Year Adjusted Diluted EPS over the five 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 2025

    | 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 | 131,989 | — | — | — | — | 244,489 | | Lennart R. Freeman | 105,000 | 131,989 | — | — | — | 2,500 | 239,489 | | Thomas H. Johnson | 138,000 | 131,989 | — | — | — | 1,000 | 270,989 | | Michael T. Lawton | 117,000 | 131,989 | — | — | — | — | 248,989 | | Arthur J. Schick, Jr. | 104,500 | 131,989 | — | — | — | 450 | 236,939 | | Robert C. Sledd | 110,000 | 131,989 | — | — | — | — | 241,989 | | Thomas H. Tullidge, Jr. | 104,500 | 131,989 | — | — | — | — | 236,489 | | Jacqueline T. Williams | 104,500 | 131,989 | — | — | — | — | 236,489 |

  91. Director Compensation

    Director Compensation Our non-employee director compensation program for fiscal year 2025 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 and Human Resources Committee and the Nominating, Governance and Risk 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 and Human Resources Committee, the Executive Committee and the Nominating, Governance and Risk 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 2025, 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 $131,989. The Compensation and Human Resources 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 10 units. All restricted stock units are awarded with one-year cliff vesting and earn dividend equivalent rights. On August 6, 2024, each then-serving non-employee director was awarded 2,660 shares of restricted stock units. As of March 31, 2025, 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 25,091 shares; Mr. L. Freeman held 20,098 shares; Mr. Johnson held 30,248 shares; Mr. Lawton held 20,054 shares; Mr. Schick held 6,302 shares; Mr. Sledd held 17,944 shares; Mr. Tullidge held 16,958 shares; and Ms. Williams held 14,014 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 and Human Resources 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.