XML 34 R2.htm IDEA: XBRL DOCUMENT v3.26.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Mar. 31, 2026
Mar. 31, 2025
Mar. 31, 2024
Mar. 31, 2023
Mar. 31, 2022
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Value of Initial Fixed $100 Investment Based On:
Year
Summary Compensation Table Total for PEO 1 (1)
Summary Compensation Table Total for PEO 2 (1)
Compensation Actually Paid to PEO 1 (2)
Compensation Actually Paid to PEO 2 (2)
Average Summary Compensation Table Total for Non-PEO NEOs (3)
Average Compensation Actually Paid to Non-PEO NEOs (4)
Total Shareholder Return (5)
Peer Group Total Shareholder Return (6)
Net Income (Loss) ($ in thousands) (7)
1 Year Adjusted Diluted EPS (8)
(a)(b)(c)(d)(e)(f)(g)(h)(i)(j)(k)
2026N/A$3,179,995 N/A$2,149,884 $2,081,448 $1,455,071 $120.68 $124.58 $32,637 $2.64 
2025$5,809,221 $4,433,544 $5,088,950 $4,691,685 $1,982,338 $2,113,396 $120.84 $103.39 $95,047 $4.63 
2024$5,275,076 N/A$5,950,427 N/A$1,880,731 $2,097,067 $104.47 $107.01 $119,598 $5.08 
2023$4,832,074 N/A$5,325,169 N/A$1,823,628 $1,919,696 $100.56 $92.30 $124,052 $3.77 
2022$3,735,584 N/A$4,363,778 N/A$1,449,372 $1,574,242 $104.14 $101.23 $86,577 $3.79 
(1)    The dollar amounts reported in Column (b) and (c) are the amounts of total compensation reported for the Company’s PEOs for each corresponding year in the “Total” column of the Summary Compensation Table. For fiscal year 2026, Mr. P. Wigner served as the sole PEO for the full year (Column (c)). For fiscal year 2025, Column (b) corresponds to Mr. G. Freeman, who served as PEO through September 30, 2024, and Column (c) corresponds to Mr. P. Wigner, who assumed the PEO role effective October 1, 2024. For fiscal years 2022 through 2024, Mr. G. Freeman served as the sole PEO (Column (b)). Refer to the section of this Proxy Statement titled “Summary Compensation Table.”
(2)    The dollar amounts reported in Column (d) and (e) represent the amount of “compensation actually paid” to the Company’s PEOs, Mr. G. Freeman and Mr. P. Wigner, respectively, for the corresponding fiscal year, as computed in accordance with Item 402(v) of Regulation S-K and as further described below. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. G. Freeman and Mr. P. Wigner during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. G. Freeman and Mr. P. Wigner’s total compensation to determine the compensation actually paid:
YearPEOReported Summary Compensation Table Total for PEOReported Value of Equity AwardsEquity Award AdjustmentsReported Change in the Actuarial Present Value of Pension BenefitsPension Benefit AdjustmentsCompensation Actually Paid to PEO
(a)(b)(c)(d)
2026Preston Wigner$3,179,995 $(1,849,532)$952,057 $(262,955)$130,319 $2,149,884 
2025George Freeman$5,809,221 $(1,893,634)$2,644,432 $(1,836,699)$365,630 $5,088,950 
2025Preston Wigner$4,433,544 $(2,411,771)$2,789,717 $(219,667)$99,862 $4,691,685 
a.The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. Refer to the section of this Proxy Statement titled “Summary Compensation Table.”
b.The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vested in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to
calculate the fair value were updated as of each measurement date and will differ from those disclosed as of the grant date. The methodology used to develop the valuation assumptions as of each applicable measurement date is consistent with those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:
YearPEOYear-End Fair Value of Equity Awards Granted in the Year and that are UnvestedYear-over-Year Change in Fair Value of Equity Awards Granted in Prior Years that are UnvestedFair Value as of Vesting Date of Equity Awards Granted and Vested in the YearYear-over-Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the YearPrior Year-End Fair Value of Equity Awards that Failed to Meet Vesting Conditions in the YearValue of Dividends or other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total CompensationTotal Equity Awards Adjustments
2026Preston Wigner$173,417 $(242,847)$995,890 $(58,406)$— $84,004 $952,057 
c.The reported change in the actuarial present value of defined benefit pension benefits reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column in the Summary Compensation Table for the applicable year. Refer to the section of this Proxy Statement titled “Summary Compensation Table.”
d.The pension benefit adjustment is the value attributable to the applicable years’ service cost.
(3)    The dollar amounts reported in Column (f) represent the average of the amounts reported for the non-PEO NEOs in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the non-PEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: Mr. Hentschke, Mr. Kroner, Mr. Wigner, and Mr. Broome for 2022 and 2023, Mr. Hentschke, Mr. Kroner, Mr. Wigner, and Mr. O’Keefe for 2024, and Mr. Hentschke, Mr. Kroner, Mr. O’Keefe, and Ms. Claiborne for 2025 and 2026.
(4)    The dollar amounts reported in Column (g) represent the average amount of “compensation actually paid” to the non-PEO NEOs specified in footnote (3), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the non-PEO NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the non-PEO NEOs to determine the compensation actually paid, using the same methodology described above in footnote (2):
YearAverage Reported Summary Compensation Table Total for Non-PEO NEOsAverage Reported Value of Equity AwardsAverage Equity Award AdjustmentsAverage Reported Change in the Actuarial Present Value of Pension BenefitsAverage Pension Benefit AdjustmentsAverage Compensation Actually Paid to Non-PEO NEOs
(a)(b)(c)
2026$2,081,448 $(1,235,371)$695,585 $(192,663)$106,072 $1,455,071 
2025$1,981,113 $(524,727)$750,098 $(193,342)$99,030 $2,113,396 
a.The grant date fair value of equity awards represents the total of the average amounts reported in the “Stock Awards” column for non-PEO NEOs in the Summary Compensation Table for the applicable year. Refer to the section of this Proxy Statement titled “Summary Compensation Table.”
b.The average equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the average of the following for the non-PEO NEOs: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vested in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate the fair value were updated as of each measurement date and will differ from those disclosed as of the grant date. The methodology used to develop the valuation assumptions as of each applicable measurement date is consistent with those disclosed at the time of grant. The amounts deducted or added in calculating the average equity award adjustments are as follows:
YearAverage Year-End Fair Value of Equity Awards Granted in the Year and that are UnvestedAverage Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years that are UnvestedAverage Fair Value as of Vesting Date of Equity Awards Granted and Vested in the YearAverage Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the YearAverage Prior Year-End Fair Value of Equity Awards that Failed to Meet Vesting Conditions in the YearAverage Value of Dividends or other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total CompensationAverage Total Equity Awards Adjustments
2026$66,938 $(191,275)$905,866 $(85,944)$— $— $695,585 
c.The reported change in the actuarial present value of defined benefit pension benefits reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column in the Summary Compensation Table for the applicable year. Refer to the Summary Compensation Table.
d.The pension benefit adjustment is the value attributable to the applicable years’ service cost.
(5)    Total shareholder return (“TSR) is the value of $100 at the end of the measurement period assuming investment in Universal’s stock as of March 31, 2021 and assuming reinvestment of dividends.
(6)    Peer group TSR is the value of $100 at the end of the measurement period assuming investment in the peer group index as of March 31, 2021 and assuming reinvestment of dividends. The peer group used for this purpose is the following published industry index: S&P Smallcap 600 Index (the “Peer Index”).
(7)    The dollar amounts reported represent our net income, as reflected in the Company’s audited financial statements for the applicable year.
(8)    The dollar amounts reported represent our 1 Year Adjusted Diluted EPS, which we define and calculate as the diluted earnings per share of Common Stock, adjusted to exclude restructuring and impairment and certain items discussed under “Reconciliation of Certain Non-GAAP Financial Measures” in Item 7 of our Annual Report on Form 10-K for the fiscal year ended March 31, 2026. We note that 1 Year Adjusted Diluted EPS is a different financial measure than adjusted diluted earnings per share as defined for purposes of the Compensation Discussion and Analysis because the adjustments for items approved by the Compensation and Human Resources Committee differ for the two measures. While the Company uses several financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that the 1 Year Adjusted Diluted EPS is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the NEOs, for the most recently completed fiscal year, to the Company’s performance.
       
Company Selected Measure Name 1 Year Adjusted Diluted EPS (8)        
Non-PEO NEO Average Total Compensation Amount $ 2,081,448 $ 1,982,338 $ 1,880,731 $ 1,823,628 $ 1,449,372
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,455,071 2,113,396 2,097,067 1,919,696 1,574,242
Compensation Actually Paid vs. Total Shareholder Return
Compensation Actually Paid and Total Shareholder Return (TSR)
Please see the following graph for the relationship between compensation actually paid to our PEOs and the average amount of compensation actually paid to our other NEOs and total shareholder return for Universal and the S&P SmallCap 600 Index (“Peer Index) over the five most recently completed fiscal years. Total shareholder return is the value of $100 at the end of the measurement period assuming investment as of March 31, 2021 and in each case with dividends reinvested.
FINAL Compensation Actually Paid vs. Total Shareholder Return.jpg
       
Compensation Actually Paid vs. Net Income
Compensation Actually Paid and Net Income
Please see the following graph for the relationship between compensation actually paid to our PEOs and the average amount of compensation actually paid to our other NEOs and net income. Compensation actually paid was generally aligned with net income over the five-year period presented.
FINAL Compensation Actually Paid vs Net Income Loss.jpg
       
Compensation Actually Paid vs. Company Selected Measure
Compensation Actually Paid and 1 Year Adjusted Diluted EPS
Please see the following graph for the relationship between compensation actually paid to our PEOs, the average amount of compensation actually paid to our other NEOs and the 1 Year Adjusted Diluted EPS over the five most recently completed fiscal years. Compensation actually paid during this period was generally aligned with 1 Year Adjusted Diluted EPS.
FINAL Compensation Actually Paid vs 1 Year Adjusted Diluted EPS 1.jpg
       
Tabular List, Table
Metrics Used in Determining NEO Pay
1 Year Adjusted Diluted EPS
3 Year Average Adjusted Diluted EPS
Adjusted Economic Profit
       
Total Shareholder Return Amount $ 120.68 120.84 104.47 100.56 104.14
Peer Group Total Shareholder Return Amount 124.58 103.39 107.01 92.30 101.23
Net Income (Loss) $ 32,637 $ 95,047 $ 119,598 $ 124,052 $ 86,577
Company Selected Measure Amount 2.64 4.63 5.08 3.77 3.79
Non-PEO NEO Average Total Compensation Amount, Excluding Immaterial Adjustments   $ 1,981,113      
Measure:: 1          
Pay vs Performance Disclosure          
Name 1 Year Adjusted Diluted EPS        
Measure:: 2          
Pay vs Performance Disclosure          
Name 3 Year Average Adjusted Diluted EPS        
Measure:: 3          
Pay vs Performance Disclosure          
Name Adjusted Economic Profit        
Preston D Wigner [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount $ 3,179,995 4,433,544      
PEO Actually Paid Compensation Amount 2,149,884 4,691,685      
Preston D Wigner [Member] | Equity Awards Adjustments          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 952,057        
Preston D Wigner [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 173,417        
Preston D Wigner [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (242,847)        
Preston D Wigner [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 995,890        
Preston D Wigner [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (58,406)        
Preston D Wigner [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Preston D Wigner [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 84,004        
Preston D Wigner [Member] | Reported Value Equity Awards [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,849,532) (2,411,771)      
Preston D Wigner [Member] | Equity Award Adjustments [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 952,057 2,789,717      
Preston D Wigner [Member] | Reported Change Actuarial PV of Pension Benefits [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (262,955) (219,667)      
Preston D Wigner [Member] | Pension Benefit Adjustments [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 130,319 99,862      
George C Freeman, III [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount   5,809,221 $ 5,275,076 $ 4,832,074 $ 3,735,584
PEO Actually Paid Compensation Amount   5,088,950 $ 5,950,427 $ 5,325,169 $ 4,363,778
George C Freeman, III [Member] | Reported Value Equity Awards [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   (1,893,634)      
George C Freeman, III [Member] | Equity Award Adjustments [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   2,644,432      
George C Freeman, III [Member] | Reported Change Actuarial PV of Pension Benefits [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   (1,836,699)      
George C Freeman, III [Member] | Pension Benefit Adjustments [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   365,630      
Non-PEO NEO | Equity Awards Adjustments          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 695,585        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,235,371) (524,727)      
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 695,585 750,098      
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 66,938        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (191,275)        
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 905,866        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (85,944)        
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Reported Change Actuarial PV of Pension Benefits [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (192,663) (193,342)      
Non-PEO NEO | Pension Benefit Adjustments [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 106,072 $ 99,030