Robert Sledd
UNIVERSAL CORP /VA/About Robert C. Sledd
Robert C. Sledd, 72, has served on UVV’s Board since 2009 and is an independent Class III director. He is Managing Partner of Sledd Properties, LLC, and brings multi‑decade operating and board experience in food distribution and supply chains; his current Board tenure is 16 years. He chairs UVV’s Finance & Pension Investment Committee and serves on the Compensation & Human Resources and Nominating, Governance & Risk Committees. Independence has been affirmed by the Board under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Performance Food Group (PFG) | Co‑founder (1987); CEO; Chairman & CEO (1995); Chairman until take‑private | 1987–2008 | Scaled PFG to third‑largest U.S. foodservice distributor; ~$7B sales at tenure peak |
| Owens & Minor, Inc. | Director; Chairman of the Board (2018–2020); Interim President & CEO (Nov 2018–Mar 2019) | 2007–2021 | Audit and Executive Committees; crisis leadership as Interim CEO |
| Pool Corporation | Director; Audit and Compensation Committees | 1996–May 2024 | Long‑tenured board member at a top Nasdaq performer |
| Commonwealth of Virginia | Senior Economic Advisor to the Governor | 2010–2014 | Led strategic economic development planning with Secretary of Commerce |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sledd Properties, LLC | Managing Partner | 2001–present | Investment leadership; brings capital allocation focus to UVV finance oversight |
Board Governance
- Committee assignments: Chair, Finance & Pension Investment Committee; Member, Compensation & Human Resources Committee; Member, Nominating, Governance & Risk Committee.
- Independence: Board determined all directors other than the CEO are independent under NYSE standards.
- Attendance and engagement: Board met 20 times in FY2025; each director attended ≥75% of Board and committee meetings. All directors attended the 2024 Annual Meeting. Independent directors held 12 executive sessions in FY2025; Thomas H. Johnson served as Lead Independent Director through the 2025 Annual Meeting.
- Risk oversight: Finance & Pension Investment Committee oversees financial policies and ERISA plan investments; Sledd chairs this committee.
- Related‑party safeguards: UVV has a robust related‑person transaction policy overseen by the Audit Committee; no related‑person transactions since the beginning of FY2025.
Fixed Compensation (Non‑Employee Director – FY2025)
| Component | Amount ($) | Notes |
|---|---|---|
| Board annual cash retainer | 80,000 | Standard retainer for non‑employee directors |
| Finance & Pension Investment Committee – Chair retainer | 15,000 | Committee chair fee |
| Compensation & HR Committee – member retainer | 7,500 | Committee member fee |
| Nominating, Governance & Risk Committee – member retainer | 7,500 | Committee member fee |
| Total cash fees (reported) | 110,000 | Matches FY2025 director comp table for Sledd |
Performance Compensation (Director Equity)
| Grant date | Instrument | Units | Grant‑date fair value ($) | Vesting | Notes |
|---|---|---|---|---|---|
| Aug 6, 2024 | Restricted Stock Units (RSUs) | 2,660 | 131,989 | One‑year cliff; dividend equivalents accrue | Annual non‑employee director equity award under 2023 Stock Incentive Plan |
Director equity awards are time‑based (no performance metrics) and intended to align interests with shareholders; RSUs carry dividend equivalent rights and vest after one year.
Other Directorships & Interlocks
| Company | Status | Details / Committees |
|---|---|---|
| Owens & Minor, Inc. | Prior | Director (2007–2021); Chairman (2018–2020); Interim CEO (2018–2019); Audit and Executive Committees |
| Pool Corporation | Prior | Director (1996–May 2024); Audit and Compensation Committees |
- Interlocks/conflicts: UVV reported no related‑person transactions since the beginning of FY2025; no interlocks with UVV customers/suppliers disclosed.
Expertise & Qualifications
- Capital allocation and pension/plan investment oversight (Chair, Finance & Pension Investment Committee); deep supply‑chain/distribution and M&A/strategic planning experience; other public company board service.
- Executive leadership track record scaling PFG and leading through transition at Owens & Minor (Interim CEO).
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | 17,982 shares; <1% of outstanding |
| Pledging/hedging | Company prohibits hedging, short‑selling, options; directors may not pledge shares except with limited pre‑cleared exceptions; no UVV directors/officers have pledged shares. |
| Director ownership guidelines | 5x annual cash retainer ($400,000) within five years; all non‑employee directors except Mr. Schick (joined 2023) and Ms. Manolios (joined 2025) were in compliance as of Mar 31, 2025 (Sledd compliant). |
Governance Assessment
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Strengths
- Independent, long‑tenured director with relevant finance and distribution expertise; chairs the committee with oversight of financial policy and ERISA plan investments.
- Clean conflicts profile: no related‑person transactions disclosed in FY2025; strong hedging/pledging prohibitions.
- Solid engagement: Board met 20 times; all directors met the ≥75% attendance threshold; robust cadence of independent executive sessions (12).
- Pay alignment for directors: balanced cash/equity mix (cash $110,000; RSUs $131,989) and stringent ownership guideline (5x retainer) with Sledd in compliance, reinforcing alignment.
-
Watch items
- Tenure (16 years) may raise refreshment questions over time; however, UVV’s Nominating, Governance & Risk Committee oversees board evaluation and refreshment, with age‑based retirement guidelines.
- Combined Chair/CEO structure mitigated by a Lead Independent Director and frequent executive sessions; continue monitoring board independence dynamics.
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Compensation committee signal
- As a member of the Compensation & HR Committee, Sledd participates in setting executive pay; 2024 Say‑on‑Pay received ~98.2% support, suggesting broad investor endorsement of pay practices.