Ellen R. Strahlman
ALTRIA GROUPAbout Ellen R. Strahlman
Independent director of Altria Group, Inc. (MO) since 2020; age 67; retired EVP, R&D and Chief Medical Officer at Becton, Dickinson and Company (BD). Tenure on MO’s board is four years as of the 2025 proxy; core credentials span innovation leadership, global product development, and regulated industry expertise; current public company directorship at Eyenovia, Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Becton, Dickinson and Company | EVP, Research & Development and Chief Medical Officer | Apr 2013 – Jan 2018 | Led global medtech R&D and medical affairs in a highly regulated industry |
| GlaxoSmithKline | Senior Advisor to CEO; formerly SVP & Chief Medical Officer | Apr 2008 – Mar 2013 (CMO); Apr 2012 – Mar 2013 (Advisor) | Oversight of medical affairs and product development at a global biopharma |
| Pfizer; Novartis; Virogen; Bausch & Lomb; Merck | Senior executive roles across global product development/commercialization | Prior to 2008 | Leadership in innovation and commercialization across pharma/medtech |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Eyenovia, Inc. (NASDAQ: EYEN) | Director | Current | Public board service |
| Syncona Limited (LSE: SYNC) | Director | Prior | Prior public board service |
| Syncona Partners LLP | Board member | Prior | Prior role |
Board Governance
- Independence: Affirmatively determined independent; no material relationship with Altria per NYSE standards .
- Committees (2024): Audit (member; 7 meetings), Executive (member; 1 meeting), Innovation (Chair; 4 meetings), Nominating, Corporate Governance and Social Responsibility (member; 5 meetings) .
- Attendance: Each director attended at least 75% of Board/committee meetings; 100% director attendance at the 2024 Annual Meeting .
- Board refreshment: Joined in 2020; board has added six independent directors since 2020 to enhance skills diversity .
- Expertise emphasis: Leadership in innovation; regulated industries; ESG oversight; product safety and technology (including AI) via Innovation Committee chair role .
Fixed Compensation
| Component | Detail | Amount (USD) | Evidence |
|---|---|---|---|
| Board Cash Retainer | Annual cash retainer for non-employee director | $110,000 | |
| Committee Membership Fees | Audit member | $5,000 | |
| Committee Membership Fees | NCGSR member | $5,000 | |
| Committee Membership Fees | Innovation member (chairs also receive member fee) | $5,000 | |
| Committee Chair Fee | Innovation Chair | $15,000 | |
| Total Cash Earned (2024) | Sum of above | $140,000 | |
| Annual Stock Award | Fully vested shares of common stock (3,800 shares @ $46.0575, grant 5/16/2024) | $175,019 | |
| All Other Compensation | Matching gifts | $0 | |
| Total Compensation (2024) | Cash + Stock + Other | $315,019 |
Notes:
- No meeting fees; Executive Committee membership carries no additional compensation .
- 2025 changes: Board increased annual director stock award fair value by $10,000; increased Chair cash retainers for Finance, Innovation, and NCGSR by $3,000 (signal of modest refresh, no change to base Board cash retainer) .
Performance Compensation
Directors do not receive PSUs/options or performance-based equity; annual awards are fully vested common stock (no performance metrics tied to director comp). No bonus, severance, or change-of-control terms apply to directors beyond plan norms for non-employee directors .
| Performance Element | Metrics / Terms | Status |
|---|---|---|
| Stock options | Strike/vesting/performance | None disclosed for directors |
| PSUs | EPS/TSR/EBITDA metrics | None for directors; fully vested stock awards |
| Annual bonus | Financial/strategic goals | None for directors |
Other Directorships & Interlocks
| Relationship Type | Disclosure | Assessment |
|---|---|---|
| Current public boards | Eyenovia, Inc. (EYEN) | Medtech/pharma board; no disclosed Altria related-party transactions |
| Shared directorships with Altria customers/suppliers | Not disclosed for Strahlman | No interlock flagged; Board independence affirmed |
| Philanthropy/related entities | Not disclosed for Strahlman | Related philanthropic relationships reviewed for some directors; none affecting independence |
Expertise & Qualifications
- Innovation leadership and biosciences/medical background supportive of Altria’s product safety and reduced-harm strategy oversight (Innovation Committee chair) .
- Regulated industry experience across medtech and biopharma; public company board experience .
- Committee competencies: Innovation oversight (technology, AI, product safety), corporate governance/ESG via NCGSR, and financial literacy via Audit participation .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial Ownership (as of 2/28/2025) | 19,565 shares | Includes deferred stock; less than 1% of outstanding |
| Deferred Stock included | 17,565 shares | Included in beneficial ownership |
| Deferred Fee Plan – Share Equivalents | 13,612 units | Additional share equivalents in plan |
| Hedging/Pledging | Prohibited for directors | Alignment policy |
| Ownership Guidelines | Lesser of 5× annual Board cash retainer or 26,000 shares; 5-year compliance window | All non-employee directors with ≥5 years met guidelines; Strahlman at ~4 years tenure |
Insider Trades (Form 4 – Recent)
| Transaction Date | Filing Date | Type | Security | Qty | Price | Post-Txn Holdings | Source |
|---|---|---|---|---|---|---|---|
| 2025-05-15 | 2025-05-19 | Award/Grant | Common Stock | 3,219 | $0.00 | 23,087 | https://www.sec.gov/Archives/edgar/data/764180/000076418025000075/0000764180-25-000075-index.htm |
| 2024-12-31 | 2025-01-03 | Award/Grant | Phantom Stock Units | 527 | $0.00 | 13,346 (PSUs account) | https://www.sec.gov/Archives/edgar/data/764180/000076418025000002/0000764180-25-000002-index.htm |
Source: Insider-trades skill (Form 4 filings); awards reflect annual director stock and deferred unit credits; post-transaction holdings per Form 4 records.
Governance Assessment
- Strengths: Independent director; chairs Innovation Committee overseeing product safety and technology/AI risk, a critical area given Altria’s smoke-free portfolio ambitions . Multi-industry regulated background enhances board effectiveness in risk oversight and product development scrutiny .
- Alignment: Robust stock ownership guidelines; annual fully vested share awards; prohibition on hedging and pledging; demonstrated beneficial ownership and deferred share equivalents .
- Engagement: Committee leadership and membership across Innovation, Audit, and NCGSR; Board-wide attendance thresholds met; 100% attendance at 2024 annual meeting .
- Compensation Risk: Director pay is balanced (cash retainer plus equity), with modest 2025 increases; no options or performance pay that might misalign incentives; NCGSR oversees director compensation annually .
- Potential Conflicts/Red Flags: No related-party transactions disclosed for Strahlman; independence affirmed; hedging/pledging prohibited; no loans or tax gross-ups applicable to director compensation. No disclosed pledging of Altria shares and no committee interlock issues noted for Strahlman; Board limits on other board service observed .
Overall signal: Innovation chair role and regulated-industry expertise are positives for board oversight of product safety/technology. Compensation and ownership structures promote alignment; independence affirmed with no conflict flags disclosed in the latest proxy .