Diana Cantor
UNIVERSAL CORP /VA/About Diana F. Cantor
Diana F. Cantor, age 67, is an independent director of Universal Corporation since 2012. She currently chairs the Nominating, Governance and Risk Committee and serves on the Compensation and Human Resources Committee and the Finance and Pension Investment Committee. Her background spans investment management, public finance, and corporate governance, with deep audit, finance, risk oversight, and capital markets expertise reflected in UVV’s board skills matrix .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alternative Investment Management, LLC | Partner; Board of Managers oversight; advises on strategic development and investments | Jan 2010–present | Executive oversight of investment activities |
| AKF Consulting Group | Managing Director; advisor to state investment programs | Not specified | Focus on governance, fiduciary duties, oversight of state-run programs |
| Virginia Retirement System | Trustee; past Chair of the Board | 2010–2020 | Oversight and risk management of Commonwealth’s retirement system |
| New York Private Bank and Trust | Managing Director | Jan 2008–Dec 2009 | Expanded wealth management activities |
| Virginia College Savings Plan | Founder and Chief Executive Officer | 1996–2007 | Created and managed $27B program; investment management responsibility |
| Richmond Resources, Ltd. | Vice President | Not specified | Real estate development/management |
| Goldman, Sachs & Co. | Vice President | Not specified | Oversaw LBO and internal investment funds; merchant banking operations |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| VICI Properties Inc. | Director; Chair of Audit Committee; member of Nominating & Governance Committee | Since 2018 | Audit chair leadership; governance oversight |
| Dodge & Cox Funds | Trustee | Since 2024 | Audit & Compliance; Contract Review; Nominating & Governance; Valuation Committees |
| VCU Health System Authority | Director | Not specified | Chair, Investment & Debt; member Finance & Property, Governance, Quality, Safety & Service, Executive Committees |
| Domino’s Pizza, Inc. | Director; Audit Chair; Nominating & Corporate Governance; Inclusion & Diversity Committees | 2005–2025 | Audit chair; governance and diversity oversight |
| Revlon, Inc. | Director; Audit Committee | 2013–2015 | Audit oversight |
| The Edelman Financial Group, Inc. | Director | 2011–2012 | Board service |
| Media General, Inc. (now Nexstar via merger) | Director; Audit Chair | 2005–Jan 2017 | Audit leadership; board service through merger |
Board Governance
- Independence: Board determined all directors except the CEO are independent under NYSE standards; no business or relationships with organizations involving directors or their families in the past three fiscal years .
- Committee assignments: Chair, Nominating, Governance and Risk; Member, Compensation and Human Resources; Member, Finance and Pension Investment .
- Attendance: Board held 20 meetings in FY2025; each director attended at least 75% of Board and committee meetings. All directors attended the 2024 Annual Meeting of Shareholders .
- Executive sessions: Independent directors met in executive session 12 times in FY2025, led by the Lead Independent Director .
- Hedging/pledging: Company prohibits hedging, short sales, and pledging (with narrow exceptions requiring pre-clearance); applies to directors .
- Say-on-pay feedback signal: 98.2% support at 2024 Annual Meeting; Committee maintained program structure into FY2025 .
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Annual cash retainer | $80,000 | Standard for all non-employee directors |
| Committee chair retainer | $18,000 | As Chair of Nominating, Governance and Risk Committee |
| Committee membership fees | $7,500 (Comp & HR), $7,000 (Finance & Pension Investment) | Per-committee annual retainers |
| Total fees earned (cash) | $112,500 | Sum aligns with disclosed total |
| Annual equity grant (RSUs) – grant-date fair value | $131,989 | Based on 2,660 RSUs granted Aug 6, 2024 at $49.62/share |
| Matching gifts (other comp) | $0 disclosed for Cantor | Max program match $5,000; her line shows none in FY2025 |
Performance Compensation
| Equity Award | Grant Date | Shares | Grant-Date Fair Value | Vesting | Dividend Equivalents |
|---|---|---|---|---|---|
| Annual RSU | Aug 6, 2024 | 2,660 | $131,989 | One-year cliff vest | Earns dividend equivalent rights; paid on vest |
No stock options or performance share units are provided to non-employee directors; director equity is time-based RSUs without performance metrics .
Other Directorships & Interlocks
| Company/Entity | Sector Relationship to UVV | Potential Interlock/Conflict Assessment |
|---|---|---|
| VICI Properties (REIT) | Hospitality/experiential real estate; not a customer/supplier of UVV | No related-party or business relationships disclosed in past 3 years |
| Dodge & Cox Funds | Asset management products; independent fund family | No related-party transactions disclosed; governance roles typical for trustees |
| VCU Health System Authority | Healthcare operations | Public sector health system; no UVV transactional ties disclosed |
| Domino’s Pizza (past) | Consumer/food; ended 2025 | Historical service; no current interlock risk for UVV |
Expertise & Qualifications
- Financial, investment, and legal expertise; capital markets and risk oversight; audit committee chair experience (VICI; Media General), and trustee committee breadth (Dodge & Cox Funds) .
- Public company governance experience across consumer, media, and cosmetics sectors; leadership in public finance (Virginia College Savings Plan, Virginia Retirement System) .
- Board skills matrix flags strengths across audit/accounting, finance, investments/capital markets, risk oversight, strategic planning/M&A, and international experience .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Pledged | Compliance with Director Ownership Guideline |
|---|---|---|---|---|
| Diana F. Cantor | 25,129 | ~0.10% (25,129 ÷ 24,798,421) | None pledged | In compliance; directors must hold ≥$400,000; all except Mr. Schick and Ms. Manolios were compliant as of Mar 31, 2025 |
Governance Assessment
- Board effectiveness: Strong governance roles (committee chair; membership on key committees) and consistent attendance support effectiveness and investor confidence .
- Independence and conflicts: Board affirmed independence; no related-party or conflicted business relationships over past three years. Hedging/pledging prohibitions enhance alignment .
- Compensation alignment: Director pay mix balanced between fixed cash and time-based equity; no options, no performance-linked director awards; RSUs vest annually, promoting long-term alignment .
- Ownership alignment: Beneficial ownership present; director ownership guideline requires ≥$400,000; Cantor compliant, reinforcing alignment .
- RED FLAGS: None identified in proxy—no related-party transactions, no pledging, no hedging, no attendance shortfalls disclosed for FY2025 .