Fotini Manolios
UNIVERSAL CORP /VA/About Fotini Manolios
Independent director of Universal Corporation (UVV) since 2025; appointed effective June 1, 2025. Age 54. Former Managing Vice President, Head of Total Rewards at Capital One (2012–Sept 2022), with prior roles at SunTrust/GenSpring, Accenture, and Citibank. Currently a director at VCU Health, chairing its Evaluation & Compensation Committee and serving on Audit & Compliance and Governance Committees. The UVV Board determined she is independent under NYSE standards; no related-party transactions involving her were disclosed.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Capital One Financial Corporation | Managing Vice President, Head of Total Rewards | 2012 – early Sept 2022 | Led cohesive five-year Total Rewards plan; multiple prior compensation leadership roles |
| GenSpring Family Offices (SunTrust) | HR Business Partner & Director of Compensation | 2010 – 2012 | Compensation leadership in wealth & investment management |
| SunTrust Bank (Wealth & Investment Mgmt) | Senior Compensation Consultant | 2008 – 2010 | Compensation advisory for WIM group |
| Accenture | Various roles of increasing responsibility | 1999 – 2008 | Human capital/compensation experience |
| Citibank | Roles in compensation/HR | 1996 – 1999 | Early career HR/Comp roles |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| VCU Health | Director | Current | Chair: Evaluation & Compensation; Member: Audit & Compliance; Governance |
Board Governance
- Independence: Board determined all directors except the CEO are independent; Manolios was appointed as an independent director (NYSE standards and company guidelines).
- UVV Committee assignments: Expected to serve on Audit; Compensation & Human Resources; Nominating, Governance & Risk committees.
- Attendance: In FY2025, the Board held 20 meetings; each director attended ≥75% of Board and committee meetings on which they served. All directors attended the 2024 Annual Meeting.
- Board leadership: Combined Chair/CEO with a Lead Independent Director framework; independent executive sessions met 12 times in FY2025.
| Meeting Body | FY2025 Meetings |
|---|---|
| Board of Directors | 20 |
| Audit Committee | 8 |
| Compensation & Human Resources Committee | 4 |
| Nominating, Governance & Risk Committee | 4 |
| Finance & Pension Investment Committee | 4 |
| Executive Committee | 3 |
| Independent Director Executive Sessions | 12 |
Fixed Compensation (Non‑Employee Director Program)
| Component | FY2021 | FY2024 | FY2025 |
|---|---|---|---|
| Annual cash retainer | $75,000 | $80,000 | $80,000 |
| Lead Independent Director retainer | $22,500 | $25,000 | $25,000 |
| Committee chair: Audit | $20,000 | $22,000 | $22,000 |
| Committee chair: Compensation | $15,000 | $18,000 | $18,000 |
| Committee chair: Nominating/Governance | $12,500 | $18,000 | $18,000 |
| Committee chair: Finance & Pension | $12,500 | $15,000 | $15,000 |
| Committee member: Audit | $8,750 | $10,000 | $10,000 |
| Committee member: Compensation, Executive, Nominating | $7,500 | $7,500 | $7,500 |
| Committee member: Finance | $5,000 | $7,000 | $7,000 |
- Manolios’s compensation will be consistent with the program above.
Performance Compensation (Director Equity Awards)
| Parameter | FY2024 | FY2025 |
|---|---|---|
| Annual equity grant value | $130,000 | $131,989 |
| RSUs granted | 2,600 (Aug 4, 2023) | 2,660 (Aug 6, 2024) |
| Vesting | One-year cliff | One-year cliff |
| Dividend equivalents | Earned on RSUs until vest | Earned on RSUs until vest |
Note: FY2025 RSUs cited apply to then-serving non-employee directors; Manolios joined June 1, 2025 and is subject to the same program prospectively.
Other Directorships & Interlocks
- Public company directorships: None disclosed for Manolios.
- Nonprofit/academic: VCU Health (committee chair/member roles as above).
- Interlocks/conflicts: UVV disclosed no related-person transactions since FY2025 began; independence confirmed.
Expertise & Qualifications
- Human capital and total rewards leadership, multinational experience; alignment with oversight of workforce and compensation programs.
- UVV Board skills matrix indicates broad coverage in audit/public accounting, executive leadership, finance, HCM, legal/regulatory, risk, etc., across directors, with Manolios included in matrix.
Equity Ownership
| Holder | Shares Beneficially Owned (June 5, 2025) | % of Class | Pledged | Notes |
|---|---|---|---|---|
| Fotini E. Manolios | — | — | None (company-wide for directors/executives) | Joined Board June 1, 2025 |
- Director stock ownership guidelines: Non-employee directors must own ≥$400,000 of UVV stock (5× $80,000 retainer); new directors have five years to comply. As of March 31, 2025, all except two new directors (including Manolios) were in compliance.
Say‑On‑Pay & Shareholder Feedback
| Year | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| 2021 | 19,492,687 | 368,737 | 75,298 | 2,467,240 |
| 2022 | 18,844,777 | 387,946 | 85,530 | 2,721,440 |
| 2023 | 18,844,407 | 415,083 | 86,711 | 2,641,753 |
| 2024 | 18,558,554 | 310,785 | 88,203 | 2,876,470 |
| 2025 | 18,108,615 | 394,023 | 107,888 | 3,166,687 |
- 2025 director election support: Manolios received 18,396,439 votes For, 214,087 Withheld, with 3,166,687 broker non-votes.
Related‑Party Transactions & Policies (Conflict Risk)
- No related-person transactions since the beginning of FY2025; policy mirrors Item 404 and includes preapproved exceptions and ≤$120,000 threshold.
- Hedging/pledging prohibited for directors; margin accounts and derivatives restricted.
- Insider Trading Policy requires preclearance and prohibits trading on MNPI.
Governance Assessment
- Strengths: Clear independence; committee coverage (Audit/Comp/NomGovRisk); robust director comp and ownership guidelines; prohibitions on hedging/pledging; strong multi-year say‑on‑pay support signaling shareholder confidence.
- Alignment: As a new director, she held no UVV shares as of the June 5, 2025 record date but has five years to meet the $400,000 ownership guideline; expected consistency with director equity grants supports future alignment.
- Potential red flags: None disclosed—no related-party transactions; no pledging; committee independence maintained. Monitoring point: timely progress toward director ownership guideline compliance.