Heather A. Newman
ALTRIA GROUPAbout Heather A. Newman
Senior Vice President, Chief Strategy & Growth Officer at Altria Group, Inc. (MO); age 47 . She oversees Enterprise Strategy, Planning & New Ventures, International & Corporate Development, and Digital Transformation & Technology, including governance of Cronos and Horizon (JTI joint venture) and execution of smoke-free strategies and non-nicotine initiatives . Pay-for-performance is tied to adjusted diluted EPS growth, cash conversion, total adjusted OCI, and strategic initiatives, with PSUs and LTIP using multi-year financial goals and a relative TSR modifier . In 2024 MO delivered 3.4% adjusted diluted EPS growth and significant cash returns (>$10.2B dividends+buybacks), anchoring incentives to shareholder value creation .
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Horizon Innovations LLC (JTI joint venture) | Board member (governance of U.S. heated tobacco commercialization) | Not disclosed | Oversees pathway to U.S. commercialization of Ploom HTS, coordinated with FDA authorization and joint venture milestones |
Fixed Compensation
Multi-year compensation (Summary Compensation Table):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 569,650 | 633,000 | 671,017 |
| Stock Awards Grant Value ($) | 1,386,030 | 1,386,081 | 1,287,036 |
| Annual Incentive Paid ($) | 1,108,600 | 823,200 | 660,500 |
| Long-Term Incentive Paid ($) | — | — | 737,400 (2022–2024 LTIP) |
| Change in Pension Value ($) | — | 824,942 | 527,577 |
| All Other Compensation ($) | 66,973 | 73,308 | 67,102 |
2024 salary structure and target bonus:
- Year-end salary: $677,300 (+5.9% YoY)
- Target bonus: 80% of salary; Actual bonus paid: $660,500
Perquisites and options:
- Perquisites represent <1% of NEO compensation; no stock options/SARs are currently granted or outstanding .
Performance Compensation
Annual Incentive (2024)
| Metric | Weight | Company Rating | Individual Multiplier | Payout |
|---|---|---|---|---|
| Adjusted Diluted EPS | 30% | Included in aggregate 106% rating | 115% (Newman) | $660,500 |
| Adjusted Discretionary Cash Flow | 25% | Included | 115% | $660,500 |
| Total Adjusted OCI | 30% | Included | 115% | $660,500 |
| Strategic Initiatives | 15% | Included | 115% | $660,500 |
| Total | 100% | Business rating 106% | 115% | $660,500 |
Notes:
- 2024 plan introduced a threshold for EPS growth (negative growth → 0% rating) .
- Targets were revised in March 2024 (ABI sale/share repurchase effects, incremental investments) .
PSUs (Equity) – 2024 Grant
| Item | Details |
|---|---|
| Grant date | 2/27/2024 |
| Performance period | 2024–2026 |
| Metrics/Weighting | Adjusted Diluted EPS Growth 75%, Cash Conversion 25%, TSR modifier ±20% vs S&P 500 Food, Beverage & Tobacco |
| Dividend treatment | Accrued; paid based on shares earned at end of period |
| Target/Max vesting | 0–200% of target shares |
| Grant-date fair value (PSUs) | $514,830 |
RSUs (Equity) – 2024 Grant
| Item | Details |
|---|---|
| Grant date | 2/27/2024 |
| Shares granted | 18,951 |
| Vesting | 2/26/2027 (3-year vesting) |
| Grant-date fair value | $772,206 |
| Dividend equivalents | Paid quarterly during vesting period |
Long-Term Incentive Plan (Cash)
| Item | Details |
|---|---|
| 2024–2026 LTIP target | $676,500 (Band C dollar target) |
| LTIP design | 50% EPS Growth/Cash Conversion (TSR-adjusted), 50% 2026 milestones toward 2028 Enterprise Goals; rating ranges 0–200% (financial) and 0–130% (strategic) |
| 2022–2024 LTIP payout | $737,400 for Newman; business performance rating 109% |
Equity Ownership & Alignment
| Component | Amount/Status |
|---|---|
| Beneficial ownership (common) | 63,473 shares (as of Feb 28, 2025) |
| Unvested RSUs (counts; vest dates) | 18,951 (vest 2/26/2027); 17,719 (vest 2/26/2026); 16,717 (vest 2/27/2025); 22,905 (vest 8/21/2025) |
| Unearned PSUs (target counts) | 12,231 (2024 grant); 11,259 (2023 grant); 10,642 (2022 grant) |
| Ownership guidelines | Band C = 5x salary; all NEOs meet/exceed requirements as of 12/31/2024; unvested RSUs count, PSUs do not |
| Hedging/pledging | Prohibited for directors and executive officers |
Employment Terms
- Employment status: At-will; no individual employment agreements .
- Severance: Covered by Severance Pay Plan; continuation of salary/benefits up to 64 weeks based on years of service; Heather A. Newman illustrative involuntary separation payout $833,600 (as of 12/31/2024) .
- Change-of-control: Double-trigger (no single-trigger); accelerated equity vesting and prorated incentive payouts upon qualifying termination or if successor fails to assume awards; Newman’s estimated amounts total $7,760,438 (as of 12/31/2024) .
- Clawbacks: Dodd-Frank compliant recovery for restatements; broader misconduct clawback amended Dec 2024 (recovery/cancellation/adjustments up to dismissal/legal action) .
- Non-compete/confidentiality: NEOs subject to confidentiality and non-compete agreements .
- Insider trading controls: Window trading, preclearance for Specially Designated Persons; restrictions on hedging/margin/pledging .
Retirement & Deferred Compensation
| Plan/Item | Heather Newman |
|---|---|
| Pension (Altria Retirement Plan) – Present Value | $844,769 |
| BEP Pension (supplemental) – Present Value | $2,285,937 |
| Early retirement status | Not currently eligible for reduced/unreduced early retirement benefits |
| Deferred Profit-Sharing (BEP DPS) – 2024 Contribution | $32,602 |
| BEP DPS – 2024 Earnings | $2,434 |
| BEP DPS – Balance at YE | $106,450 |
2024 Role Outcomes (Strategy & Growth)
- Led enterprise strategic plan and progress against 2028 Enterprise Goals; oversaw international commercialization (on! PLUS in Sweden/UK; SWIC GB e-commerce test) and first non-nicotine minority investment .
- Managed governance of Cronos and long-term MoU with JTI; board member for Horizon JV .
Governance, Peer Group & Say-on-Pay (Program context)
- Compensation peer benchmarking: Market median targeting vs CSG peers; mix of fixed/variable, short-/long-term, cash/equity; RSUs/PSUs form equity; PSUs and LTIP deliver majority of long-term incentives via performance .
- 2024 say-on-pay support: 95.1% approval; advisory vote held annually .
Vesting Schedules (Equity)
| Award | Grant Date | Vest Date | Shares/Units |
|---|---|---|---|
| RSU | 2/27/2024 | 2/26/2027 | 18,951 |
| PSU (target) | 2/27/2024 | End of FY2026 (performance period) | 12,231 |
| RSU | 2/27/2023 | 2/26/2026 | 17,719 |
| PSU (target) | 2/27/2023 | End of FY2025 (performance period) | 11,259 |
| RSU | 2/24/2022 | 2/27/2025 | 16,717 |
| PSU (target) | 2/24/2022 | End of FY2024 (performance period) | 10,642 |
Investment Implications
- Alignment: Heavy weighting to multi-year EPS growth and cash conversion with TSR-moderated PSUs and cash LTIP drives strong linkage to earnings quality, cash flow discipline, and shareholder returns; annual plan integrates OCI and strategic milestones to balance near-term execution .
- Retention/overhang: Significant unvested RSUs/PSUs through 2027 and cash LTIP cycles create retention hooks; hedging/pledging ban reduces forced-selling risk; executives exceed ownership requirements, supporting skin-in-the-game .
- Change-of-control economics: Double-trigger structure (no tax gross-ups; no single-trigger) moderates windfalls; sizable accelerated equity and prorated payouts signal potential transaction-related supply if triggered, but structure is shareholder-friendly .
- Risk watch: Litigation and regulatory outcomes (e.g., NJOY ITC import/sale bans) may pressure e‑vapor asset values and influence PSU/LTIP outcomes and future awards; non-GAAP target threshold changes and tightened metrics increase pay sensitivity to performance .
- Program support: Strong say‑on‑pay (95%+) and below-average share utilization vs indices indicate low dilution risk and investor acceptance of pay design .