George Muñoz
ALTRIA GROUPAbout George Muñoz
Independent director since 2004; age 73. Muñoz is Principal at Muñoz Investment Banking Group, LLC (since 2001) and Partner at the law firm Tobin & Muñoz (since 2002). Former President & CEO of the Overseas Private Investment Corporation (1997–Jan 2001) and former CFO & Assistant Secretary of the U.S. Treasury (1993–1997). Recognized by the Board as an Audit Committee Financial Expert and currently chairs Altria’s Compensation & Talent Development (C&TD) Committee; he also serves on the Audit, Executive, and Finance Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Treasury Department | Chief Financial Officer & Assistant Secretary | 1993–1997 | Senior federal financial leadership; public policy and accounting expertise |
| Overseas Private Investment Corporation (OPIC) | President & Chief Executive Officer | 1997–Jan 2001 | International finance and investment oversight; global business experience |
| Muñoz Investment Banking Group, LLC | Principal | 2001–present | Investment banking and advisory; financial leadership |
| Tobin & Muñoz | Partner | 2002–present | Legal practice; governance and regulatory acumen |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Laureate Education, Inc. (NASDAQ: LAUR) | Director (current) | Not disclosed | Not disclosed |
| National Geographic Society | Director/Trustee | Not disclosed | Not disclosed |
| BRC Inc. (NYSE: BRCC) | Director (prior) | 2020–Apr 2024 | Not disclosed |
| Marriott International, Inc. (NASDAQ: MAR) | Director (prior) | 2002–May 2023 | Not disclosed |
| Anixter International, Inc. (NYSE: AXE) | Director (prior) | 2004–Jun 2020 | Not disclosed |
| Esmark Incorporated (NASDAQ: ESMK) | Director (prior) | 2007–Aug 2008 | Not disclosed |
| Archipelago Holdings, Inc. (PCX: AX) | Director (prior) | 2004–Mar 2006 | Not disclosed |
| Direct Edge, Inc. | Director (prior) | Not disclosed | Not disclosed |
Board Governance
- Independence: Board affirmatively determined Muñoz is independent under NYSE standards; routine business relationships where he serves as a non-executive director were immaterial (payments ≪ $1M or 2% of revenues) and did not affect independence .
- Committee assignments: Chair of Compensation & Talent Development; member of Audit (financial expert), Executive, and Finance committees .
- Committee activity (2024 meetings): Audit 7; C&TD 4; Finance 6; Executive 1 .
- Attendance: Board held 7 meetings in 2024; each director attended ≥75% of Board and committee meetings; 100% director attendance at the 2024 Annual Meeting; executive sessions at every regular Board meeting led by the independent Chair .
- C&TD leadership: Signed the C&TD Committee Report endorsing inclusion of CD&A; no interlocks or related-person transactions involving Committee members in 2024 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board Member Cash Retainer | $110,000 | Standard cash retainer |
| Committee Chair Cash Retainer (C&TD) | $25,000 | Chair premium for C&TD |
| Committee Membership Cash Retainers | Included in cash total | Member retainers apply; no additional compensation for Executive Committee membership |
| Annual Stock Award (Board Member) | $175,000 | Fully vested common stock; 3,800 shares granted on 05/16/2024 at $46.0575 FMV per share |
| Matching Gifts Eligibility | Up to $30,000 | “Match Your Dollars” program |
| 2025 Director Stock Plan Caps | $700,000 (non-Chair); $1,200,000 (Chair) | Aggregate annual cash+stock compensation cap |
Non-Employee Director Compensation (FY2024):
| Name | Fees Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| George Muñoz | 150,000 | 175,019 | 27,850 | 352,869 |
Program details:
- Directors may defer cash retainers and/or equity into a Deferred Fee Plan or Deferred Stock Program; deferrals recorded in notional accounts with dividend equivalents .
- 2025 Director Stock Plan continues practice of fully vested shares, allows options/other stock-based awards with ≥12-month vesting and 10-year terms; deferral permitted; no share recycling; 1,000,000 shares reserved (~0.06% outstanding) .
Performance Compensation
| Element | Structure | Metrics | Vesting |
|---|---|---|---|
| Annual Director Equity | Fully vested common stock | None disclosed for directors | Fully vested at grant; deferral optional |
| Options/Other Stock-Based Awards (if used) | Exercise price = FMV; 10-year term | None disclosed for directors | ≥12 months; forfeiture if service ends during vesting |
Note: Altria’s director program does not use performance-based metrics (e.g., TSR/EBITDA targets) for non-employee directors; equity grants are time-based and fully vested under current practice .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | Laureate Education, Inc. (LAUR) |
| Prior public boards | BRCC (2020–Apr 2024); Marriott (2002–May 2023); Anixter (2004–Jun 2020); Esmark (2007–Aug 2008); Archipelago (2004–Mar 2006) |
| Other organizations | National Geographic Society; formerly Direct Edge, Inc. |
| Interlocks/conflicts | Board determined routine business relationships with entities where Muñoz serves as non-executive director were immaterial and did not impact independence |
Expertise & Qualifications
- Accounting, financial, legal, and public policy expertise; international business; significant leadership in private/public sectors; extensive public company board experience .
- Audit Committee Financial Expert designation .
Equity Ownership
| Holder | Shares Beneficially Owned | Notes |
|---|---|---|
| George Muñoz | 116,818 [includes 24,689 deferred shares] | Less than 1% of outstanding shares |
| Deferred Fee Plan Share Equivalents | 22,685 | Additional notional share equivalents |
| Ownership Guidelines | Lesser of 5x cash retainer or 26,000 shares; all directors with ≥5 years met guidelines as of 12/31/2024 | |
| Hedging/Pledging | Prohibited for directors and executive officers |
Governance Assessment
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Strengths:
- Deep financial and policy background; Audit Committee Financial Expert; long tenure supports institutional knowledge .
- Independent status reaffirmed; Committee leadership on C&TD with clear remit over CEO pay, succession, culture, ID&E, and clawback oversight .
- Robust attendance and engagement; executive sessions every Board meeting; strong director ownership and anti-hedging/pledging policies enhance alignment .
- Director pay structure is equity-forward with new compensation caps under the 2025 Director Stock Plan, limiting pay inflation risk .
-
Watch items / potential conflicts:
- Routine business dealings with entities where Muñoz serves as non-executive director were reviewed and deemed immaterial; continue monitoring for related-party exposure changes .
- No compensation committee interlocks or related-person transactions in 2024; maintain vigilance on future interlocks given portfolio of external roles .
-
Compensation structure signals:
- 2025 adjustments increased the annual stock award for non-employee directors by $10,000 and certain committee chair cash retainers by $3,000—the first stock increase since 2014 and first cash increase since 2016—while preserving equity emphasis and formal caps, which should support investor confidence .
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RED FLAGS: None indicated in proxy regarding attendance, say-on-pay oversight, hedging/pledging, or related-party transactions for Muñoz .