Lennart Freeman
UNIVERSAL CORP /VA/About Lennart R. Freeman
Independent director of Universal Corporation since 2013 (Age 73), with over 30 years at Swedish Match AB where he served as Executive Vice President, President/CEO of its North American Division, and President of its International Division. Under his leadership, the North American Division tripled sales and operating income; he led major restructuring of the International Division, including the sale of the South African business to Philip Morris International in 2009 and the merger of the Cigar and Pipe Tobacco business with Scandinavian Tobacco Group in 2010. He received industry recognition including “Giant of the Industry” (2005) and “Captain of the Industry” (2000) awards . He is classified as independent by UVV’s Board .
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| Swedish Match AB | Executive Vice President; President & CEO, North American Division; President, International Division | Over 30 years; key transactions in 2009 and 2010 | Tripled North American sales/operating income; sold South African business to PMI (2009); merged Cigar & Pipe Tobacco with Scandinavian Tobacco Group (2010) |
| Industry recognition | Awardee | 2000, 2005 | “Captain of the Industry” (2000); “Giant of the Industry” (2005) |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Dometic Group AB (privately-held) | Director | Former (served until Dec 2014) | Global provider of comfort products for RV/auto/marine markets |
| Other current public company boards | — | None disclosed | No current public boards disclosed in UVV proxy |
Board Governance
- Committee memberships (UVV): Audit Committee member; Compensation & Human Resources Committee member; Executive Committee member (not a chair) .
- Independence: Board determined all non-employee directors, including Freeman, are independent (NYSE/UVV standards) .
- Attendance: Board held 20 meetings in FY2025; each director attended ≥75% of Board and committee meetings on which they served . All directors attended the 2024 Annual Meeting .
- Executive sessions: Independent directors met in executive session 12 times in FY2025; Lead Independent Director (Thomas H. Johnson) presided .
- Compensation Committee interlocks: None; UVV’s disclosure states no interlocks or insider participation among Compensation & HR Committee members .
- Related-party/relationships: Board considered potential relationships; no such business or relationships for the past three fiscal years .
Fixed Compensation
FY2025 non-employee director compensation (Freeman)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $80,000 | Standard director retainer |
| Audit Committee member fee | $10,000 | Annual committee member retainer |
| Compensation & HR Committee member fee | $7,500 | Annual committee member retainer |
| Executive Committee member fee | $7,500 | Annual committee member retainer |
| Total cash fees earned | $105,000 | Sum of above; reported in Director Compensation table |
| Annual RSU grant (fair value) | $131,989 | Valued per 2023 Stock Incentive Plan methodology |
| RSU shares granted | 2,660 | Granted Aug 6, 2024 at $49.62 close; one-year cliff vest |
| Matching gifts (foundation) | $2,500 | Director charitable matching participation |
| Total FY2025 director compensation | $239,489 | Cash + stock awards + other |
Program terms:
- FY2025 non-employee director program: $80,000 annual cash retainer; $131,989 annual equity grant; committee chair/member retainers and Lead Independent Director retainer per schedule .
- Annual RSUs earn dividend equivalents; one-year cliff vesting .
Performance Compensation
| Equity Grant Type | Shares | Grant Date | Vesting | Dividend Equivalents | Performance Metrics |
|---|---|---|---|---|---|
| Restricted Stock Units (RSUs) | 2,660 | Aug 6, 2024 | One-year cliff vest | Yes | None disclosed; director RSUs are time-based (not performance-conditioned) |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|
| Dometic Group AB | Director (former) | Not disclosed | No UVV Compensation Committee interlocks or insider participation reported |
Expertise & Qualifications
- UVV’s skills matrix indicates Freeman contributes audit/public accounting, executive leadership, finance, human capital, industry experience, international perspective, legal/regulatory, marketing/product development, risk oversight, strategic planning/M&A, supply chain/distribution, and technology/cyber expertise to the Board .
Equity Ownership
| Metric | Value | As-of | Notes |
|---|---|---|---|
| Beneficial ownership (shares) | 20,136 | June 5, 2025 | Freeman’s aggregate beneficial ownership |
| Ownership % of outstanding | <1% | June 5, 2025 | Based on 24,798,421 shares outstanding |
| Shares pledged as collateral | None | June 5, 2025 | UVV states no directors or executives have pledged shares |
| Director ownership guideline | $400,000 | FY2025 | Non-employee directors must hold ≥5x $80k retainer |
| Guideline compliance | In compliance | March 31, 2025 | All non-employee directors except Schick and Manolios were compliant; Freeman compliant |
Governance Assessment
- Board effectiveness: Freeman’s deep tobacco industry operating experience and restructuring track record support UVV’s core tobacco business oversight and strategy; his roles on Audit and Compensation committees strengthen financial integrity and pay oversight .
- Alignment and incentives: Director pay balanced between cash retainers and annual RSUs with dividend equivalents and time-based vesting; robust director ownership guideline ($400k) and compliance bolster alignment; hedging prohibited and pledging restricted, with none pledged .
- Independence and engagement: Independent status, participation in executive sessions, and attendance ≥75% are positive indicators; Compensation Committee disclosures show no interlocks/insider participation .
- Conflicts/related party exposure: UVV reports no related-party business or relationships involving directors in past three fiscal years; low conflict risk .
- Shareholder signals: Say-on-pay support was ~98.2% at the 2024 meeting, indicating strong investor confidence in compensation governance; clawback policy and compensation risk assessment further reduce risk of misconduct or imprudent risk-taking .
RED FLAGS
- None identified specific to Freeman: no pledging, hedging prohibited, independent status, no related-party transactions disclosed, and no Compensation Committee interlocks .
- Structural consideration: UVV combines CEO/Chair; however, a Lead Independent Director role and frequent executive sessions provide mitigating oversight .