Thomas Tullidge Jr
UNIVERSAL CORP /VA/About Thomas H. Tullidge Jr
Independent director at Universal Corporation since 2018; age 68; background spans investment banking, corporate law, accounting, and corporate strategy. Currently Chief Strategy Officer, Legal and Finance, Managing Director, and co‑founder of Cary Street Partners Financial LLC (founded in 2002), with prior senior M&A roles at Wachovia/First Union, partner roles at Jefferson Capital Partners and McGuireWoods LLP, and earlier experience at Price Waterhouse . He is designated an audit committee financial expert and serves on three key board committees, signaling depth in finance, governance, and risk oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cary Street Partners Financial LLC | Chief Strategy Officer, Legal and Finance; Managing Director; Co‑founder | 2002–present | Executive Committee of Cary Street Partners Financial LLC |
| Wachovia/First Union Securities | Head, Technology M&A; led Healthcare M&A; executed transactions across multiple industries | Not disclosed | Senior leadership in M&A; broad sector execution |
| Jefferson Capital Partners, Ltd. | Partner | Not disclosed | Private equity investing |
| Trigon Blue Cross Blue Shield | VP, Business Development; SVP, General Counsel & Corporate Secretary | Not disclosed | Corporate legal and business development leadership |
| McGuireWoods LLP | Partner (law) | Not disclosed | Corporate law experience |
| Price Waterhouse | Accountant | Not disclosed | Foundational accounting experience |
External Roles
| Organization | Role | Public/Private | Committees |
|---|---|---|---|
| Carpenter Co. | Director | Private | Audit; Finance Committees |
| Gray Lumber Company | Director | Private | Executive; Audit; Compensation Committees |
Board Governance
- Independence: Board determined all directors except the CEO are independent; Tullidge is independent .
- Committee assignments: Audit Committee (member; audit committee financial expert), Finance & Pension Investment Committee (member), Nominating, Governance & Risk Committee (member) .
- Attendance and engagement: Board met 20 times in FY2025; each director attended 75%+ of Board and committee meetings; independent directors held 12 executive sessions; all directors attended the 2024 Annual Meeting .
- Role clarity: Robust committee charters with clear risk oversight responsibilities across Audit, Compensation & HR, Finance & Pension Investment, and Nominating, Governance & Risk .
Fixed Compensation
| Component | FY2024 | FY2025 |
|---|---|---|
| Cash fees earned ($) | $104,500 | $104,500 |
| Program structure (for reference) | Annual cash retainer $80,000; Committee chair fees: Audit $22,000; Comp & HR $18,000; Nominating, Governance & Risk $18,000; Finance & Pension Investment $15,000. Committee member fees: Audit $10,000; Comp & HR $7,500; Executive $7,500; Nominating, Governance & Risk $7,500; Finance & Pension Investment $7,000; Lead Independent Director $25,000 | Same structure in FY2025; annual equity value updated as shown in Performance Compensation |
Performance Compensation
| Grant Year | Grant Date | RSU Units | Grant Date Fair Value ($) | Vesting | Dividend Equivalents |
|---|---|---|---|---|---|
| FY2024 | Aug 4, 2023 | 2,600 | $127,634 (based on $49.09 closing price) | One‑year cliff vesting | Earned; accrue until vesting |
| FY2025 | Aug 6, 2024 | 2,660 | $131,989 (based on $49.62 closing price) | One‑year cliff vesting | Earned; accrue until vesting |
| FY2026 (Form 4) | Aug 5, 2025 | 2,290 | Not disclosed in proxy | Not disclosed in proxy | Not disclosed in proxy |
Note: UVV director equity awards are time‑based RSUs; no performance metrics are attached to director grants .
Other Directorships & Interlocks
- No current public company directorships disclosed; external roles are at private companies Carpenter Co. and Gray Lumber Company .
- Related party transactions: UVV policy requires Audit Committee review/approval; no related person transactions since the beginning of FY2025; none proposed .
- Interlocks: None disclosed with UVV customers/suppliers; Cary Street Partners (financial services) not reported as a UVV related party .
Expertise & Qualifications
- Audit committee financial expert designation (SEC criteria) .
- Deep transactional background across technology and healthcare M&A; legal and accounting training enhance risk oversight and controls .
- Strategic planning and corporate governance expertise; multi‑disciplinary perspective valued by the Board .
Equity Ownership
| As-of Date | Beneficial Shares | % of Shares Outstanding | Pledged? | Director Ownership Guideline | Compliance Status |
|---|---|---|---|---|---|
| Jun 5, 2025 | 16,996 | ~0.07% (16,996 / 24,798,421) | No pledging by directors | Min $400,000 (5× $80,000 retainer); 5‑year compliance window | In compliance as of Mar 31, 2025 |
Insider Trades (Form 4)
| Transaction Date | Type | Shares | Post-Transaction Ownership | Source |
|---|---|---|---|---|
| Aug 6, 2024 | Award (A) RSUs/Common | 2,660 | 16,874 | |
| Aug 5, 2025 | Award (A) RSUs/Common | 2,290 | 19,329 |
UVV prohibits director hedging and generally pledging, with limited exceptions requiring pre‑clearance and demonstration of capacity to repay without resort to pledged shares .
Governance Assessment
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Strengths:
- Independence and multi‑committee engagement (Audit, Finance & Pension Investment, Nominating/Governance/Risk) underpin board effectiveness; audit financial expert credential adds oversight rigor .
- Attendance above threshold and active executive sessions indicate healthy board process; annual meeting attendance was universal in 2024 .
- Transparent and shareholder‑friendly director pay program: cash retainer plus modest committee fees and time‑based RSUs; no option repricing, tax gross‑ups, or outsized perquisites disclosed .
- Ownership alignment: director stock ownership guideline at $400,000; Tullidge in compliance; no pledging .
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Watch items:
- External financial services leadership (Cary Street Partners) warrants ongoing monitoring under related party policy to avoid potential service interlocks; UVV discloses no related person transactions in FY2025 .
- Continued review of committee workload and refresh given long tenures across the board; UVV maintains retirement guideline at age 75, with Nominating/Governance assessing needs annually .
-
Broader context:
- UVV’s say‑on‑pay support (98.2% at 2024 meeting) reflects investor confidence in compensation governance; robust clawback and hedging prohibitions further strengthen governance posture .
Overall, Thomas H. Tullidge Jr enhances board effectiveness through finance, legal, and M&A expertise, with strong independence, compliance with ownership guidelines, and no disclosed conflicts—supporting investor confidence in UVV’s governance framework .