Preston Wigner
UNIVERSAL CORP /VA/About Preston Wigner
- Chairman, President and Chief Executive Officer of Universal Corporation (UVV) since October 1, 2024; age 56; Director since 2024; 20+ years at UVV (joined March 2003) with prior roles as Vice President, General Counsel and Secretary (2005–2024), Chief Compliance Officer (2007–2012), and Executive Vice President of Universal Leaf; previously an associate at Williams Mullen and Hunton Andrews Kurth LLP .
- UVV FY2025 performance under his leadership transition: revenue up 7% YoY and operating income up 5% YoY; diluted EPS $3.78 (adjusted EPS $4.81); operating income $232.8M; net cash from operations $327M; 55th consecutive annual dividend increase (annualized $3.28), dividend yield 5.78% at 3/31/2025; cumulative TSR value of $100 reached $172.52 versus $201.95 for the S&P SmallCap 600 over five years through FY2025 .
- Board governance: combined CEO + Chair structure with a Lead Independent Director (Thomas H. Johnson); independent directors held 12 executive sessions in FY2025; all committees (Audit, Compensation & Human Resources, Nominating, Governance & Risk) comprised solely of independent directors; Wigner is not independent per NYSE standards .
- Committees: Chair, Executive Committee; Member, Finance and Pension Investment Committee .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Universal Corporation | Vice President, General Counsel & Secretary | 2005–2024 | Led legal, governance, and compliance; served as Chief Compliance Officer (2007–2012) . |
| Universal Leaf Tobacco Co. | Executive Vice President; Senior Vice President (UVV) | 2024 | Transitioned into executive management ahead of CEO role . |
| Williams Mullen; Hunton Andrews Kurth LLP | Associate (Attorney) | Pre-2003 | Corporate legal experience prior to joining UVV . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Universal Leaf (subsidiary) | Chair, Board of Directors | Current | Oversight of leaf operations platform . |
| Universal Global Ventures, Inc. (subsidiary) | Executive Committee member | Current | Strategic oversight of ventures portfolio . |
Fixed Compensation
| Metric | FY 2024 | FY 2025 | Notes |
|---|---|---|---|
| Base Salary ($) | 475,500 | 800,000 | Increased effective Oct 1, 2024 upon appointment as CEO . |
| Target Bonus (% of Salary) | 25% at VP/GC level | 100% of base salary | Set at CEO transition effective Oct 1, 2024 . |
| Target LTI Value ($) | N/A | 1,600,000 | Established at CEO transition . |
Performance Compensation
- Annual Incentive Plan (AIP) structure (FY2025): 50% adjusted economic profit and 50% adjusted EPS; payout schedule calibrated via pre-approved tables; negative discretion permitted; awards capped at 200% per criterion .
- FY2025 payout: 200% of target for CEO ($1,129,000), reflecting above-target results on both measures .
- Long-term incentives: equal mix of 3-year PSUs (metric: 3-year average adjusted EPS) and RSUs; no stock options; PSUs pay out 0–150% of target; standard RSU vesting is 3-year cliff; CEO received additional “Transition RSUs” on Oct 1, 2024 vesting one-third annually over three years .
| AIP Metric (FY2025) | Threshold | Target | Maximum | FY2025 Result | Payout Factor |
|---|---|---|---|---|---|
| Adjusted Economic Profit ($M) | (35.0) | 0.0 | 35.0 | 45.4 | 200% |
| Adjusted EPS ($/sh) | 3.07 | 3.87–4.10 | 4.69 | 4.81 | 200% |
| LTI Grants (FY2025 awards) | Grant Date | Type | Number of Units | Notes |
|---|---|---|---|---|
| CEO annual PSU | 05/30/2024 | PSU (3-yr avg adj. EPS) | 4,900 | Pays in shares at end of performance period . |
| CEO annual RSU | 05/30/2024 | RSU (3-yr cliff) | 4,900 | Earns dividend equivalents; vests with RSUs . |
| CEO Transition RSU | 10/01/2024 | RSU (1/3 annual x 3 yrs) | 38,130 | Special promotion award ≈$2.0M; 1/3 vests on each Oct 1 from 2025–2027 . |
| Prior PSU Cycle (FY2022 grant) | Threshold | Target | Maximum | Achieved | Payout |
|---|---|---|---|---|---|
| 3-yr Avg Adjusted EPS ($) | 2.58 | 4.15 | 5.01 | 4.68 | 127.1% |
Equity Ownership & Alignment
- Beneficial ownership (SEC standard, as of 6/5/2025): 70,891 shares; officers and directors have no pledged shares .
- CEO stock ownership guidelines: 6x base salary; CEO holds 109,021 shares valued at $6.60M (as of 6/5/2025 at $60.54), equating to 8.3x base salary—above guideline .
- Hedging and pledging: Company prohibits hedging and holding shares in margin accounts; pledging only by approved exception (no pledges for executives/directors reported) .
- Insider transactions and potential selling pressure: a Form 4 filed Oct 3, 2025 reports shares withheld to cover taxes upon RSU vesting (non-open-market disposition) .
Employment Terms
| Provision | Details |
|---|---|
| Employment agreement | No individual employment/severance agreement disclosed; executives participate in company policies . |
| Change-in-Control policy | Double trigger; CEO (Category 1) receives 2.5x (base + most recent target bonus) cash, plus COBRA benefits and equity treatment; no excise tax gross-up . |
| CEO CoC economics (as of 3/31/2025) | Cash: $4,000,000; equity acceleration at target: RSUs $3,396,852; PSUs $752,472; other benefits per schedule; total $11,099,063 under involuntary termination following CoC scenario . |
| Non-compete / non-solicit | Required via severance agreement to receive CoC benefits; includes restrictive covenants and release . |
| Clawback | Dodd-Frank compliant clawback policy effective Oct 2, 2023; separate clawback in cash and performance equity awards for restatements or specified events . |
| Deferred comp/pension | Participates in defined benefit pension (present value: Pension $672,045; Benefit Restoration Plan $1,349,053 as of 3/31/2025) and 401(k); non-qualified deferred plan balance $29,895 . |
Compensation Structure Analysis
- Cash vs equity mix: For CEO in FY2025 target “total direct opportunity” mix was 25% salary / 25% target cash incentive / 50% LTI—heavy equity weighting aligns with long-term value creation .
- Metric rigor and stability: AIP metrics focus on adjusted EPS and adjusted economic profit (capital discipline), with calibration updated annually; LTI PSUs tied to 3-year average adjusted EPS; no options or repricing .
- Pay-for-performance outcome: FY2025 AIP paid at 200% driven by above-target adjusted EPS ($4.81) and adjusted economic profit ($45.4M) .
- Peer group and pay positioning: PwC reaffirmed peer group; policy targets median total direct compensation versus peers; SoP support was ~98.2% at 2024 meeting .
- Perquisites and gross-ups: Very limited perqs; no tax gross-ups; no personal aircraft or car allowances .
Board Governance
- Board service history and roles: Appointed to Board Oct 1, 2024; elected Chair same date; Chair, Executive Committee; member, Finance & Pension Investment Committee .
- Committee independence: Audit, Compensation & HR, and Nominating/Governance & Risk committees composed solely of independent directors; Lead Independent Director presides over frequent executive sessions (12 in FY2025) .
- Independence status and dual-role implications: Wigner is not independent as CEO/Chair; structure mitigated by Lead Independent Director (Johnson), independent committees, and clear LID authorities (agenda setting for independent sessions, CEO evaluation, succession) .
- Meeting attendance: 20 Board meetings in FY2025; each director attended ≥75% of Board and committee meetings .
Performance & Track Record
- Strategic execution: Continued strength in Tobacco Operations with favorable mix and demand; progress in Ingredients Operations with start-up of expanded Universal Ingredients (Shank’s) facility; disciplined capital allocation with ongoing dividend growth (55th annual increase) .
- Shareholder returns: Five-year cumulative TSR (through FY2025) grew to $172.52 vs $201.95 for S&P SmallCap 600; management emphasizes adjusted EPS and economic profit to align with capital efficiency .
Say-on-Pay & Shareholder Feedback
- 2024 SoP approval ~98.2%; Committee maintained program design for FY2025 consistent with strong shareholder endorsement .
Compensation Peer Group (2025)
- Peer list includes Pyxus International, Flowers Foods, Hain Celestial, J&J SnackFoods, Fresh Del Monte, Seneca Foods, B&G Foods, John B. Sanfilippo & Son, Darling Ingredients, Cal-Maine Foods, Lancaster Colony, TreeHouse Foods; market positioning targeted at median .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; no executive pledges reported .
- Robust clawback framework (Dodd-Frank and plan-level) .
- No related party transactions in FY2025 .
- CEO/Chair dual role offset by Lead Independent Director and independent committees .
Investment Implications
- Alignment: High equity weighting (50% LTI), stringent ownership guideline (6x salary) with actual at 8.3x, no hedging/pledging, and a robust clawback framework indicate strong alignment and lower governance risk; SoP ~98% supports design credibility .
- Execution and incentive linkage: AIP emphasis on adjusted EPS and economic profit plus PSU focus on 3-year EPS tie incentives to profitability and capital efficiency—consistent with UVV’s deleveraging and cash generation focus (net debt/capital down from 41% to 36%) .
- Retention/overhang: Transition RSUs (38,130) vesting 1/3 annually through 2027 create multi-year retention; standard RSU three-year cliff and PSU cycles further anchor tenure; recent Form 4 indicates tax-withholding share surrenders rather than open-market selling—limited near-term selling pressure signal .
- Dual-role governance: While CEO/Chair dual role can elevate independence concerns, the presence of an experienced Lead Independent Director and independent committees reduces risk; consistent disclosure of LID authorities is a positive .
Overall, Wigner’s pay mix, ownership, and policies suggest strong alignment with long-term value creation; the program’s focus on adjusted EPS/economic profit and 3-year EPS PSUs incentivizes earnings quality and capital discipline, supportive of UVV’s dividend growth and cash flow objectives .