Thomas Johnson

About Thomas H. Johnson

Thomas H. Johnson (age 75) is an independent director of Universal Corporation since 2001 and currently serves as Lead Independent Director (since 2020, through the 2025 annual meeting) and Chair of the Compensation and Human Resources Committee, with additional membership on the Executive Committee and the Nominating, Governance and Risk Committee . He is CEO of The Taffrail Group, LLC (founded 2008) and Managing Partner of THJ Investments, L.P. (since November 2005), with prior CEO roles at Chesapeake Corporation and Riverwood International and senior roles at Mead Corporation; he has extensive global operations, manufacturing, and distribution experience across 40+ countries . The Board affirms his independence under NYSE standards and corporate guidelines; there have been no relevant business relationships with organizations of which any director or family member is an officer for the past three fiscal years .

Past Roles

External Roles

Board Governance

• Independence and roles: Independent director; Lead Independent Director (LID) through the 2025 annual meeting; Chair, Compensation & HR Committee; Member, Executive Committee; Member, Nominating, Governance & Risk Committee .
• Executive sessions: Independent directors held 12 executive sessions in FY2025; the LID presides and liaises with the CEO/Chairman on outcomes .
• Attendance: The Board met 20 times in FY2025; each director attended ≥75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
• Independence standards: Board determined all directors except the CEO/Chairman are independent; no related business relationships for past three fiscal years .
• Committee effectiveness: Compensation Committee comprised solely of independent directors; uses PwC as independent compensation consultant; annual risk assessment concluded compensation policies are not reasonably likely to have a material adverse effect .
• Say‑on‑pay signal: 98.2% approval at 2024 Annual Meeting indicates strong shareholder support for compensation program oversight (by committee chaired by Johnson) .

Fixed Compensation

• Program: Non‑employee directors receive $80,000 cash retainer and ~$130,000 annual equity award; chair and committee member fees vary by committee; LID receives $25,000 .
• Matching gifts: $1,000 matched charitable contribution reported for Johnson in FY2025 .

Performance Compensation

• Methodology: RSU share count based on volume‑weighted average price (June 1–July 31), rounded to nearest 10 units; grants earn dividend equivalent rights; one‑year cliff vest .
• No options in FY2025: Option awards column is blank; current director program uses RSUs, not stock options .
• Historical options existed under prior plan (e.g., grant of 2,000 options under 2002 plan; expiration 2014) .

Other Directorships & Interlocks

• Committee interlocks: Prior proxies noted no compensation committee interlocks; committee members are non‑employees (historical context) .
• Related‑party transactions: None since beginning of FY2025; policy governed by Audit Committee; only arm’s‑length, pre‑approved or disinterested approvals permitted .

Expertise & Qualifications

• Global leadership and strategy across manufacturing, distribution, and M&A; senior roles spanning operations in 40+ countries .
• Recognitions: Marco Polo Award (PRC State Bureau of Foreign Experts), 1999, for trade and business development in China .
• Board skills matrix: Audit/Public Accounting, Executive Leadership, International, Risk Oversight, Strategic Planning/M&A, Supply Chain among listed competencies for Johnson .

Equity Ownership

• Director stock ownership guidelines: 5× annual retainer ($400,000 equivalent); directors have five years to comply; as of March 31, 2025, all non‑employee directors except Schick and Manolios were in compliance (implies Johnson meets guideline) .
• Hedging/pledging: Company prohibits hedging and margin pledging; exceptions require pre‑clearance and independent capacity; Johnson has not pledged shares .

Insider Trades

Note: RS counts in Forms 5 include restricted stock, RSUs, and dividend equivalent units as described in each filing’s “Explanation of Responses” .

Governance Assessment

• Strengths:
  • Long‑tenured independent director with deep global operations and governance experience; currently LID providing robust independent oversight and frequent executive sessions (12 in FY2025) .
  • Chairs Compensation & HR Committee; uses independent consultant (PwC) and maintains strong risk controls (clawbacks, stock ownership guidelines, hedging prohibitions); compensation risk deemed not materially adverse .
  • High say‑on‑pay approval (98.2%) indicates investor confidence in pay oversight during his committee leadership .
  • Ownership alignment: Meets director ownership guideline; no pledging; beneficial ownership disclosed; RSU grants align interests without option risk .
• Potential conflicts/RED FLAGS:
  • External role at CCEP (major beverage company) could intersect with UVV’s Ingredients segment customer base; however, the Board reports no related-person transactions and no business relationships involving directors in past three fiscal years, mitigating conflict risk .
  • No hedging or pledging permitted; none disclosed; no loans or related-party payments; no director meeting attendance issues (≥75% for all directors) .

Overall, Johnson’s governance profile reflects strong independence, committee leadership, and investor‑aligned practices with limited conflict exposure and solid engagement signals .