Ian L.T. Clarke
ALTRIA GROUPAbout Ian L.T. Clarke
Independent director at Altria Group, Inc. (MO) since 2022; age 64. Clarke is the retired Chief Financial Officer of Greater Toronto Airports Authority (Toronto Pearson), serving 2017–Dec 2022, and previously held senior finance and strategy roles at Maple Leaf Sports & Entertainment for 26 years, including EVP & CFO, Business Development (2004–2016). He is designated by the Board as an Audit Committee Financial Expert and serves on three key committees (Audit; Finance; Nominating, Corporate Governance and Social Responsibility). The Board has affirmatively determined he is independent.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Greater Toronto Airports Authority (Toronto Pearson) | Chief Financial Officer | 2017 – Dec 2022 | Led finance at Canada’s largest airport; Board cites significant financial/accounting, risk management and strategic planning experience |
| Maple Leaf Sports & Entertainment Ltd. | EVP & CFO, Business Development; earlier strategic planning/finance leadership | 2004 – 2016 (26 years at MLSE in total) | Deep operating/finance leadership in a regulated, consumer-facing environment |
External Roles
| Organization | Role | Notes |
|---|---|---|
| AGF Management Limited (TSX: AGF.B) | Director/Trustee | Listed as “Other Directorships, Trusteeships and Memberships” (company classifies “Other Current Public Directorships: None”) |
| First Capital Real Estate Investment Trust (TSX: FCR.UN) | Trustee/Director | Listed under Other Directorships |
| Canadian Olympic Committee | Member/Trustee | Listed under Other Directorships |
The proxy states “Other Current Public Directorships: None” and “Prior Public Company Directorships: None,” while separately listing Canadian public board roles under “Other Directorships.”
Board Governance
| Item | Details |
|---|---|
| Current MO committee assignments | Audit; Finance; Nominating, Corporate Governance and Social Responsibility (NCGSR) |
| Committee roles and 2024 meeting cadence | Audit (Member; 7 meetings); Finance (Member; 6); NCGSR (Member; 5) |
| Audit Committee Financial Expert | Designated as an “audit committee financial expert” by the Board |
| Independence | Board affirmatively determined Clarke is independent; considered ordinary-course relationships involving an immediate family member at an external entity—payments were well below the greater of $1 million or 2% revenue; no material benefit and independence unaffected |
| Attendance | Each director then serving attended at least 75% of Board and committee meetings in 2024; 100% director attendance at the 2024 Annual Meeting |
| Board leadership | Independent Chair; separate Chair/CEO; executive sessions of independent directors at each meeting |
Fixed Compensation
| Component | Amount (USD) | Context |
|---|---|---|
| 2024 Board cash retainer | $110,000 | Standard non-employee director retainer |
| 2024 Committee membership retainers | $5,000 per committee | Applies to Audit, C&TD, Finance, Innovation, NCGSR (no fee for Executive Committee) |
| Clarke 2024 cash actually paid | $125,000 | $110,000 retainer + 3 committee memberships × $5,000 |
| Matching gifts eligibility | Not eligible (resides outside U.S.) | Directors may receive up to $30,000 match, but Clarke is ineligible due to residency |
Notes:
- Chair fees apply only to committee chairs ($25,000 for Audit and C&TD; $15,000 for Finance/Innovation/NCGSR); Clarke is not a chair.
- 2025 updates (program-level): +$10,000 to the annual stock award; +$3,000 to chair retainers for Finance/Innovation/NCGSR; base retainers unchanged.
Performance Compensation
| Award Type | Shares/Units | Grant Date | Fair Value | Vesting/Terms |
|---|---|---|---|---|
| Annual stock award (fully vested shares) | 3,800 shares | May 16, 2024 | $175,019 (at $46.0575/share average of high/low) | Fully vested at grant; directors may elect deferral |
| Options | None disclosed for directors | — | — | Company’s director plan provides for stock grants; options not used in 2024 |
- Performance metrics: Non-employee director equity is not performance-based (fully vested shares at grant); no PSU/option metrics apply to directors.
Other Directorships & Interlocks
| Topic | Assessment |
|---|---|
| Other public company directorships | Proxy classifies “Other Current Public Directorships: None”; Canadian-listed roles (AGF, First Capital REIT) are disclosed under “Other Directorships.” |
| Interlocks | Compensation Committee interlocks/insider participation disclosure indicates no interlocks that would trigger related disclosure in 2024. |
| Limits on outside boards | Governance Guidelines: max three other public company boards; Audit Committee members cannot sit on >2 other public-company audit committees without Board determination; all directors are in compliance. |
Expertise & Qualifications
- Board-designated Audit Committee Financial Expert; deep financial/accounting, risk management, strategic planning and operations background from GTAA and Maple Leaf Sports.
- Board skills matrix identifies his financial expertise among other Board-level competencies.
- Experience in regulated industries (airports), with public company board exposure (as characterized by the Board in his qualifications).
Equity Ownership
| Metric | Value/Status |
|---|---|
| Beneficial ownership (2/28/2025) | 11,728 MO shares; includes 8,565 deferred shares |
| Ownership as % outstanding | Less than 1% (for each director) |
| Director ownership guideline | Hold the lesser of 5× the annual cash retainer or 26,000 shares; expected within five years; deferred shares count toward guideline |
| Hedging/pledging | Prohibited for directors and executive officers |
Governance Assessment
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Strengths
- Independent director with designation as Audit Committee Financial Expert; multi-committee engagement (Audit, Finance, NCGSR) supports oversight depth.
- Positive engagement/attendance indicators (≥75% attendance; all directors attended 2024 Annual Meeting).
- Compensation structure aligns directors with shareholders (meaningful equity in fully vested shares; robust ownership guidelines; hedging/pledging prohibited).
- Independence vetted despite ordinary-course relationships involving a family member; below materiality thresholds; independence unaffected.
-
Watch items / potential conflicts
- “Other Directorships” include roles at Canadian public issuers; Board limit on outside boards exists and all directors are in compliance (monitor time commitments as responsibilities evolve).
- Ordinary-course business relationships tied to a family member were reviewed; deemed immaterial, but remains a standard governance monitoring point.
-
Red flags observed: None disclosed regarding related-party transactions specific to Clarke, pledging/hedging, option repricing, or attendance shortfalls.
Appendix: Role and Compensation Detail (2024)
| Item | Value |
|---|---|
| Committees | Audit (Member), Finance (Member), NCGSR (Member) |
| Audit Committee Financial Expert | Yes |
| Cash compensation (fees earned) | $125,000 |
| Equity compensation (shares) | 3,800 fully vested shares ($175,019 grant-date value) |
| Total 2024 director compensation | $300,019 |
| Beneficial ownership (incl. deferred) | 11,728 shares (incl. 8,565 deferred shares) |
| Independence | Affirmed; relationships reviewed and immaterial |
| Attendance | ≥75% of Board/committee meetings (2024); directors attended 2024 Annual Meeting |