Jody L. Begley
ALTRIA GROUPAbout Jody L. Begley
Jody L. Begley is Executive Vice President and Chief Operating Officer of Altria Group, Inc. (MO), elected effective September 1, 2020; he has been continuously employed by Altria subsidiaries since 1995 across Innovative Tobacco Products, Brand Management, and Strategy/Business Development . Filings disclosed his age as 47 in 2019 and 49 in 2021, and list him as EVP & COO in 2021, establishing tenure and progression in senior operating roles . In 2024 he led strategies to grow profitability of Marlboro, Copenhagen and Black & Mild while scaling smoke-free brands (on! and NJOY), including expanding NJOY ACE distribution to over 100,000 stores and driving infrastructure and efficiency enhancements . His incentive pay links to company performance via adjusted diluted EPS, adjusted discretionary cash flow/OCI, cash conversion, and a relative TSR modifier, aligning compensation with shareholder returns and operational execution .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Altria Group, Inc. | EVP & Chief Operating Officer | Elected effective Sep 1, 2020–present | Led core tobacco businesses and smoke-free portfolio; strengthened trade programs; expanded NJOY ACE to >100,000 stores; enhanced marketing, manufacturing, revenue growth management, and distribution capabilities |
| Altria Group, Inc. | SVP, Tobacco Products | Elected effective Jun 1, 2018 | Oversaw smokeable and oral segments; 2020 achievements included adjusted OCI growth in both segments and building the on! pouch franchise and PMTA filings |
| Altria subsidiaries | Various (Innovative Tobacco Products; Brand Management; Strategy & BD) | Continuous employment since 1995 | Product development and brand/strategy roles underpinning execution across traditional and smoke-free businesses |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed in SEC filings | — | — | — |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 713,950 | 752,650 | 788,400; year-end salary increased to 832,300 (Dec 16, 2024) |
| Annual Incentive Paid ($) | 838,800 | 812,500 | 917,500 (Business rating 106%, Individual multiplier 115%) |
| Long-Term Incentive Cash Paid ($) | 1,660,500 | 1,214,800 | 1,147,400 (2022–2024 LTIP, Business performance rating 109%) |
| Target Annual Incentive (% of Salary) | — | — | 95% (Band B) |
| Target LTIP (% of Salary) | — | — | 140% target (prorated for 2024 salary changes) |
Performance Compensation
| Program | Metric | Weighting | Target/Range | Actual Result | Payout/Rating | Vesting |
|---|---|---|---|---|---|---|
| Annual Incentive (2024) | Adjusted Diluted EPS | 30% | 0–130% rating | Weighted rating 30.00% | Business rating 106%; Individual multiplier 115% | Cash; annual |
| Annual Incentive (2024) | Adjusted Discretionary Cash Flow | 25% | 0–130% rating | Weighted rating 31.15% | Included in 106% business rating | Cash; annual |
| Annual Incentive (2024) | Total Adjusted OCI | 30% | 0–130% rating | Weighted rating 27.05% | Included in 106% business rating | Cash; annual |
| Annual Incentive (2024) | Strategic Initiatives | 15% | 0–130% rating | Weighted rating 18.00% | Included in 106% business rating | Cash; annual |
| PSUs (2024–2026) | Adjusted Diluted EPS Growth | 75% | 0–200% per metric; ±20% TSR modifier cap at 200% | Performance measured over 3 yrs | Aggregate rating determined by measures + TSR | Equity; 3-year performance vest |
| PSUs (2024–2026) | Cash Conversion | 25% | 0–200% per metric; ±20% TSR modifier | Performance measured over 3 yrs | Aggregate rating determined by measures + TSR | Equity; 3-year performance vest |
| PSUs (2022–2024) | EPS Growth & Cash Conversion; TSR modifier | 75% / 25%; ±20% TSR | Max 130% per metric; modifier up to 156% total | Weighted measures 84.9%; TSR modifier 116% | Final PSU rating 98%; Shares delivered to Begley: 17,119 | Equity; paid Feb 2025 |
| LTIP Cash (2024–2026) | EPS Growth & Cash Conversion; TSR modifier | 50% of LTIP; same weights as PSUs | Financial measures 0–200%; TSR ±20%; strategic milestones 0–130% | Measured over 3 yrs | Final business rating ranges 0–165% | Cash; 3-year performance vest |
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Total Beneficial Ownership | 234,375 shares (as of Feb 28, 2025); less than 1% of shares outstanding |
| Unvested RSUs (as of Dec 31, 2024) | 26,897 vest 11/28/2029 ($1,406,444); 29,634 vest 2/26/2027 ($1,549,562); 25,728 vest 2/26/2026 ($1,345,317); 27,439 vest 2/27/2025 ($1,434,785) |
| Unearned PSUs (as of Dec 31, 2024; target counts) | 19,125 (2024 grant), 16,348 (2023 grant), 17,468 (2022 grant) |
| 2024 Equity Grants (counts & FV) | 2/27/2024: PSUs target 19,125; RSUs 29,634 ($1,207,511 FV). 12/10/2024: Special RSUs 26,897 ($1,500,046 FV) |
| Stock Options | Program does not currently include stock options; none outstanding |
| Ownership Guidelines (NEOs) | Band B multiple of salary: 6×; NEOs expected to meet within 5 years (or 3 years after promotion); unvested RSUs count; PSUs do not |
| Compliance Status | As of Dec 31, 2024, all NEOs satisfied stock ownership requirements |
| Hedging/Pledging | Hedging and pledging of Altria shares prohibited for directors and executive officers |
Employment Terms
- At-will employment; no individual employment agreements for NEOs .
- Confidentiality and non-compete agreements apply to all NEOs .
- Severance: under the Severance Pay Plan, Begley would receive $1,024,369 if involuntarily separated on Dec 31, 2024 (benefits up to 64 weeks based on service) .
- Change-in-Control: double-trigger applies (assumes successor assumes awards; payment only if not assumed or on qualifying termination). Estimated amounts for Begley as of Dec 31, 2024: Unvested RSUs $5,736,108; Unvested PSUs $2,768,285; 2024 Annual Incentive $865,233; LTIP (completed cycles and prorated) $2,172,732; Total $11,542,358 .
- Clawbacks: Dodd-Frank restatement recovery (3-year lookback) plus misconduct clawback enabling compensation adjustment/cancellation/recovery .
- Deferred Compensation: BEP DPS 2024 credit $44,340; 2024 earnings $6,964; balance $297,660 (paid lump sum post-separation) .
- Pension Benefits (present values): Altria Retirement Plan $1,337,762; BEP pension $5,342,326; eligible for reduced early retirement benefits (based on plan rules) .
Performance Compensation – Award Structure and Vesting
| Award Type | Grant Date | Target / Count | Vesting / Performance Period | Notes |
|---|---|---|---|---|
| RSUs (annual) | 2/27/2024 | 29,634 RSUs ($1,207,511 FV) | Vests 2/26/2027; pays dividend equivalents quarterly | Time-based; subject to double-trigger CIC |
| PSUs (annual) | 2/27/2024 | Target 19,125 PSUs ($805,013 FV; max 38,250) | Performance 2024–2026; vest 2/26/2027; dividends accrue, paid based on earned shares | Measures: EPS growth (75%), cash conversion (25%), TSR ±20% |
| Special RSUs (retention) | 12/10/2024 | 26,897 RSUs ($1,500,046 FV) | Vests 11/28/2029; dividend equivalents quarterly | Granted for retention in COO role |
| LTIP Cash | Cycle start 1/1/2024 | Target $1,144,777 (prorated) | Performance 2024–2026; paid after cycle | Same measures/TSR as PSUs + 2026 strategic milestones |
| PSUs (2012–2024 cycle payout) | Feb 2025 | 17,119 shares delivered to Begley (98% rating) | Completed 2022–2024 cycle | Weighted measures 84.9%; TSR 116%; final rating 98% |
Perquisites & Other Compensation
- 2024 “All Other Compensation” for Begley: $78,840 (defined contribution plan allocations; car allowances ended in 2023) .
Investment Implications
- Strong pay-for-performance design: Annual and long-term incentives tied to EPS, cash conversion, and relative TSR embed direct alignment with shareholder outcomes; 2024 annual incentive business rating was 106% and 2022–2024 LTIP paid at 109% business rating, indicating balanced payout discipline .
- Retention risk appears managed: A significant portion of Begley’s compensation is deferred via multi-year RSUs/PSUs; special RSU grant vesting in 2029 underscores retention focus for a critical operator role .
- Selling pressure timing: Material RSU/PSU vest events in 2025, 2026, 2027, and 2029 could create periodic supply; however, robust 6× salary ownership requirements and prohibition on hedging/pledging mitigate misalignment or leverage-driven selling .
- Change-in-control economics: Double-trigger structure and an ~$11.5M estimated CIC exposure for Begley (as of 12/31/24) indicate acquisitive scenarios carry tangible executive payout costs, though awards are capped and clawbacks add governance protections .