George C. Freeman, III
About George C. Freeman, III
George C. Freeman, III, age 61, is an independent director of Tredegar Corporation (TG) and has served on the Board since 2011. He retired at the end of 2024 as Chairman and Chief Executive Officer of Universal Corporation, having served as CEO since April 1, 2008, Chairman since August 5, 2008, and President since December 12, 2006; the Board cites his executive leadership, financial expertise, and extensive international business, risk oversight, and corporate governance experience as core credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Universal Corporation | Chairman | Aug 5, 2008 – Dec 31, 2024 | Led international operations; risk oversight and governance |
| Universal Corporation | Chief Executive Officer | Apr 1, 2008 – Dec 31, 2024 | Senior leadership; strategy and execution |
| Universal Corporation | President | Dec 12, 2006 – Dec 31, 2024 | Executive leadership; financial and international experience |
External Roles
| Organization | Role | Tenure | Public/Private | Notes |
|---|---|---|---|---|
| Carpenter Co. | Director | Not disclosed | Private | Listed as other directorship |
| Mutual Assurance Society of Virginia | Director | Not disclosed | Private | Listed as other directorship |
Board Governance
- Independence: The Board affirmatively determined Freeman is independent under NYSE standards and the company’s Governance Guidelines .
- Board attendance: The Board met 6 times in 2024; each then-serving director attended 100% of Board and applicable committee meetings .
- Committee assignments and chair roles:
- Executive Compensation Committee: Member (meetings in 2024: 3) .
- Nominating and Governance Committee: Chair (meetings in 2024: 4) .
- Executive sessions: Independent directors meet regularly in private session at Board meetings .
- Election policy: Directors receiving more votes “AGAINST” than “FOR” must promptly tender a resignation, reviewed by the Nominating and Governance Committee with Board determination disclosed within 90 days .
Committee Assignments Detail
| Committee | Role | Meetings (2024) | Key Remit |
|---|---|---|---|
| Executive Compensation | Member | 3 | Approves CEO/NEO compensation; equity grants; say-on-pay approach; retains consultants; CD&A oversight |
| Nominating & Governance | Chair | 4 | Board composition; director recruitment; approves director compensation; governance policies; committee composition |
Fixed Compensation
TG Director Retainer Schedule (2024)
| Component | Annual Amount |
|---|---|
| Non-Employee Director – Cash | $60,000 |
| Non-Employee Director – Stock | $90,000 |
| Chairman of the Board – Cash | $32,500 |
| Chairman of the Board – Stock | $32,500 |
| Audit Committee Chair | $20,000 |
| Audit Committee Member (non-chair) | $9,500 |
| Executive Compensation Committee Chair | $11,000 |
| Executive Compensation Member (non-chair) | $7,000 |
| Nominating & Governance Chair | $7,500 |
| Nominating & Governance Member (non-chair) | $4,500 |
- Director equity retainers are granted under the 2018 Plan, determined by the closing price on grant date, and vest fully and immediately (time-based, no performance conditions) .
Freeman’s 2024 Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| George C. Freeman, III | $75,739 | $89,989 | $165,728 |
2024 Director Stock Awards Schedule (applies to non-employee directors)
| Date of Grant | Shares (Non-Employee Director) | Closing Price ($) |
|---|---|---|
| Jan 2, 2024 | 4,128 | $5.45 |
| Apr 1, 2024 | 3,526 | $6.38 |
| Jul 1, 2024 | 4,787 | $4.70 |
| Oct 1, 2024 | 3,142 | $7.16 |
Performance Compensation
- No performance-based director compensation is disclosed; director stock awards vest immediately upon grant and are not tied to performance metrics .
Other Directorships & Interlocks
| Company | Role | Public/Private | Potential Interlock |
|---|---|---|---|
| Carpenter Co. | Director | Private | None disclosed |
| Mutual Assurance Society of Virginia | Director | Private | None disclosed |
- No public company directorships are disclosed for Freeman .
Expertise & Qualifications
- Skills matrix attributes for Freeman: senior leadership, public company board, industry experience, corporate governance, risk management, international, and financial expertise .
Equity Ownership
| Holder | Shares (Sole Voting/Investment Power) | Shared Power | Options/SARs | Total Shares | % of Class |
|---|---|---|---|---|---|
| George C. Freeman, III | 67,283 | – | – | 67,283 | <1% |
- Outside Director Stock Ownership Guidelines require ownership equal to at least four times the base annual cash retainer; directors have six years to comply. All directors except the new 2025 appointee have met the requirement, indicating Freeman is in compliance .
- Hedging and pledging: Directors are prohibited from hedging TG stock; pledging TG securities is prohibited without prior approval of the Nominating & Governance Committee .
Governance Assessment
- Independence and attendance: Freeman is independent and had perfect attendance in 2024, supporting Board effectiveness and oversight quality .
- Committee leadership: As Chair of Nominating & Governance and member of Executive Compensation, Freeman influences board composition, director pay, governance policies, and executive compensation structure—key levers for investor confidence .
- Shareholder voting signals:
- 2025 annual meeting director election: Freeman received 17,611,788 “For”, 9,139,661 “Against”, 11,381 “Abstain” (broker non-votes 3,990,127), indicating notable shareholder opposition that warrants continued engagement focus .
- Say-on-pay: 2024 support was approximately 60%; the Compensation Committee engaged shareholders representing over 40% of outstanding shares, attributing low support primarily to stock price and business results and maintained the program structure in 2024. 2025 say-on-pay passed with 15,302,187 “For” vs 11,384,338 “Against” .
- RED FLAG: Low 2024 say-on-pay support (60%) signals investor concern on pay/performance; continued monitoring of compensation framework and outcomes is prudent .
- Related-party transactions: None in 2023 or 2024, reducing conflict risk; Audit Committee reviews and approves any related-person transactions per policy .
- Ownership alignment: Freeman complies with director ownership guidelines; director equity awards are immediate-vesting stock under the 2018 Plan, supporting ongoing alignment though not performance-contingent .
- Policies and controls: Governance Guidelines include anti-hedging policy; pledging restrictions; annual Board and committee evaluations; independent Chairman; regular executive sessions—all positive governance structures .
- Compensation Committee practices: Uses independent consultant (Pearl Meyer); independence assessed; peer benchmarking and risk review processes in place—a strong procedural foundation for pay governance .
Shareholder Voting (2025) – Reference Table
| Item | For | Against | Abstain | Broker Non-Vote |
|---|---|---|---|---|
| Election of George C. Freeman, III | 17,611,788 | 9,139,661 | 11,381 | 3,990,127 |
| Say-on-Pay (NEO compensation) | 15,302,187 | 11,384,338 | 76,303 | 3,990,129 |
Overall, Freeman exhibits strong governance credentials and engagement through key committee roles with full attendance and independence; investor signals on compensation and his election suggest oversight remains under close shareholder scrutiny, elevating the importance of transparent pay-for-performance alignment and continued board refreshment where appropriate .