Debra J. Kelly-Ennis
ALTRIA GROUPAbout Debra J. Kelly-Ennis
Debra J. Kelly‑Ennis (age 68) is an independent director of Altria Group, Inc. and has served on the Board since 2013. She is the retired President & CEO of Diageo Canada and previously served as Chief Marketing Officer of Diageo North America, bringing deep consumer, CPG, and innovation expertise to Altria’s Board. The Board affirmatively determined she is independent under NYSE standards. Committee roles in 2024 included: Chair, Nominating, Corporate Governance & Social Responsibility (NCGSR); member, Audit; member, Innovation; and member, Executive Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Diageo Canada, Inc. | President & Chief Executive Officer | 2008 – June 2012 | Led Canadian subsidiary of global spirits company; senior P&L leadership in regulated CPG sector |
| Diageo North America, Inc. | Chief Marketing Officer | 2005 – 2008 | Brand, marketing, innovation leadership across large consumer portfolio |
| RJR/Nabisco; The Coca‑Cola Company; General Motors; Grand Metropolitan PLC | Various marketing, sales, GM roles | Not disclosed | Senior commercial roles across blue‑chip consumer/industrial companies |
External Roles
| Company/Organization | Role | Public/Private | Tenure/Notes |
|---|---|---|---|
| TFI International Inc. (TFII) | Director | Public | Current director |
| Trivium Packaging B.V. | Director | Private | Current role |
| Carnival Corporation & plc | Director | Public | 2012 – Jan 2020 (prior) |
| PulteGroup, Inc. | Director | Public | 1997 – Sept 2016 (prior) |
| Hertz Global Holdings, Inc. | Director | Public | 2013 – Oct 2015 (prior) |
| Dress for Success Worldwide | Director Emeritus | Non‑profit | Governance/community role |
Board Governance
| Dimension | Details |
|---|---|
| Committee assignments (2024) | Chair: NCGSR; Member: Audit; Member: Innovation; Member: Executive |
| Committee meeting cadence (2024) | Audit 7; C&TD 4; Executive 1; Finance 6; Innovation 4; NCGSR 5 |
| Independence | Board affirmatively determined Kelly‑Ennis is independent; ordinary‑course dealings (below $1mm or 2% revenue thresholds) with entities where she is a non‑executive director did not impair independence . |
| Attendance & engagement | Board held 7 meetings in 2024; each director attended ≥75% of Board/committee meetings; 100% director attendance at 2024 Annual Meeting . |
| Board leadership | Separate Chair/CEO roles; independent Chair (K.B. McQuade); executive sessions of independent directors at each Board meeting . |
| NCGSR oversight | NCGSR oversaw Altria’s Equity and Civil Rights Assessment and stakeholder engagement relating to public policy and responsibility . |
Fixed Compensation
| Component (FY2024) | Amount | Detail |
|---|---|---|
| Cash retainers (total) | $140,000 | Aggregate cash for Board/committee roles (Executive Committee has no additional pay) . |
| Equity award (shares; grant‑date fair value) | 3,800 shares; $175,019 | Annual fully vested common stock award (grant date 5/16/2024; $46.0575 per share) . |
| All Other Compensation | $14,500 | Company matching of charitable gifts under Match Your Dollars Program . |
| Total | $329,519 | Sum of above . |
| Director pay framework | Board member cash retainer $110,000; annual stock award $175,000; committee chair/member retainers as disclosed; no pay for Executive Committee membership . | |
| 2025 updates (structure) | +$10,000 to annual stock award for all non‑employee directors; +$3,000 to cash retainers for Finance, Innovation, and NCGSR Chairs (first increases since 2014 stock/2016 cash) . |
Performance Compensation
- Directors do not receive performance‑conditioned equity; annual stock awards are time‑based, fully vested on grant; no PSU/option programs for non‑employee directors disclosed .
- Clawback provisions discussed in Proxy apply to executives; no separate director clawback is disclosed .
Other Directorships & Interlocks
- Current public board: TFI International (logistics). Prior public boards: Carnival Corporation & plc; PulteGroup; Hertz Global .
- Independence review considered ordinary‑course transactions between Altria and entities where Kelly‑Ennis serves as a non‑executive director; payments in each of last three fiscal years were below the greater of $1 million or 2% of the entity’s consolidated revenues; no material benefit to the director; independence not affected .
- Philanthropy: Altria’s matching gifts to entities where she or family serve as directors/trustees were also below the same thresholds; independence not affected .
Expertise & Qualifications
- Leadership in consumer‑focused, highly regulated CPG businesses; significant marketing, innovation, sales and distribution experience; extensive public company board service .
- Board skills map highlights consumer/marketing, regulated industries, innovation, public company board experience and ESG oversight among Board competencies; Kelly‑Ennis’s biography underscores these as her strengths .
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial ownership (2/28/2025) | 67,907 shares (includes deferred stock) . |
| Deferred fee plan share equivalents | 28,719 share equivalents as of 2/28/2025 . |
| Ownership guidelines | Directors must hold the lesser of 5x annual cash retainer or 26,000 shares; directors with ≥5 years of service (including Kelly‑Ennis) met guidelines as of 12/31/2024 . |
| Hedging/pledging | Directors prohibited from hedging or pledging Altria common stock . |
Governance Assessment
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Board effectiveness: As NCGSR Chair, Kelly‑Ennis sits at the center of board composition, refreshment, governance policy, and oversight of public policy and ESG—key investor focus areas for a regulated consumer business. Her roles on the Audit and Innovation Committees enhance cross‑functional oversight of financial integrity and product/technology risk .
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Independence and conflicts: The Board reaffirmed her independence after reviewing ordinary‑course business and philanthropic relationships tied to her outside affiliations; all fell below stringent thresholds with no material benefit, mitigating conflict concerns .
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Alignment and ownership: Material personal equity stake (67,907 shares plus 28,719 equivalents) and compliance with robust director ownership guidelines; hedging/pledging prohibited—positive alignment signals .
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Compensation signals: Balanced cash/equity mix; 2025 increases focus more value into equity and modest chair cash—neutral‑to‑positive alignment trend; no meeting fees, and no Executive Committee pay, limiting incentives for over‑meeting behavior .
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Engagement/attendance: Company reports each director met the ≥75% attendance threshold and 100% attendance at the 2024 Annual Meeting—no attendance red flags .
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Shareholder sentiment: Say‑on‑pay support >95% in 2024 indicates broad investor support for compensation governance, indirectly supportive of board oversight quality .
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RED FLAGS: None identified.
- No related‑party transactions implicating Kelly‑Ennis; independence affirmed .
- No pledging/hedging; no disclosed attendance shortfalls; no director‑specific controversies disclosed .
Notes:
- Board structure and processes: Separate Chair/CEO; independent Chair; executive sessions at every meeting—strong governance posture .
- NCGSR engagement: Oversaw the Equity and Civil Rights Assessment and related stakeholder engagement, demonstrating responsiveness to shareholder proposals and ESG oversight .