Kathryn B. McQuade
ALTRIA GROUPAbout Kathryn B. McQuade
Independent Chair of Altria’s Board; age 68; director since 2012 (13 years of service as computed in the proxy). Former Executive Vice President & CFO of Canadian Pacific Railway Limited and earlier EVP–Planning & CIO at Norfolk Southern (27 years). Her credentials emphasize deep financial/accounting expertise, regulated-industry operating experience, and IT/cybersecurity oversight. As independent Chair since 2021, she leads agendas, executive sessions, and direct Board-to-management communication.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Canadian Pacific Railway Limited | Executive Vice President & Chief Financial Officer | Sep 2008 – Nov 2012 | Led finance in regulated transportation; later Senior Advisor Nov 2012 – May 2013 supporting transition |
| Canadian Pacific Railway Limited | Executive Vice President & Chief Operating Officer | Jun 2007 – Sep 2008 | Oversaw operations across Canada/U.S. network |
| Norfolk Southern Corporation | EVP – Planning & Chief Information Officer | 27 years prior to joining CP | Senior roles in IT, strategic planning, finance (regulated industry) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| TransAlta Renewables Inc. (TSX: RNW) | Director (previously) | Not disclosed | Listed under “Other Directorships”; no current public boards |
| The College of William & Mary Foundation | Board (previously) | Not disclosed | Non-profit/academic board service |
| Current public company boards | None | — | “Other Current Public Directorships: None” |
Board Governance
- Independence: Affirmatively determined independent by the Board’s NCGSR Committee .
- Chair/CEO separation: Altria maintains separate roles; McQuade serves as independent Chair since 2021 with executive sessions at every meeting led by the Chair .
- Committees (2024 structure):
- Executive Committee – Chair
- Compensation & Talent Development (C&TD) – Member
- Finance Committee – Member
- Attendance: Each director attended at least 75% of Board and committee meetings in 2024; 100% director attendance at the 2024 Annual Meeting .
- Outside board limits: Corporate Governance Guidelines cap outside boards; all directors, including McQuade, are in compliance .
- Retirement guidelines: Directors tender resignation at 75; McQuade is 68 .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Executive Committee | Chair | 1 | Authority to act between Board meetings; no extra pay for membership |
| Compensation & Talent Development | Member | 4 | Oversees exec pay, succession, culture, ID&E, recoupment policies |
| Finance | Member | 6 | Financial condition, capital allocation, M&A/strategic investments oversight |
Fixed Compensation
| Component (2024) | Amount (USD) | Detail |
|---|---|---|
| Cash Fees | $220,000 | Total cash paid in 2024 |
| Stock Awards | $325,028 | Aggregate grant date fair value of director and Chair stock awards |
| All Other Compensation | $30,000 | Matching gifts under “Match Your Dollars” |
| Total | $575,028 | Sum of 2024 components |
- Director program structure (2024): Board member annual stock award $175,000; cash retainer $110,000; Chair additional stock $150,000 and cash $100,000 (Chair equity is 60% of incremental Chair comp) .
- Committee fees: Audit & C&TD chair $25,000; member $5,000; Finance/Innovation/NCGSR chair $15,000; Executive Committee—no additional compensation for membership .
- Deferrals: Cash retainers and stock awards may be deferred (Deferred Fee Plan and 2015 Director Stock Plan) .
- Matching gifts: Eligible up to $30,000 per year; McQuade participated in 2024 ($30,000) .
Performance Compensation
| Equity Grant (2024) | Grant Date | Shares | Fair Value (USD) | Vesting |
|---|---|---|---|---|
| Annual Director Stock Award | May 16, 2024 | 3,800 | $175,019 | Fully vested shares on grant |
| Additional Chair Stock Award | May 16, 2024 | 3,257 | $150,009 | Fully vested shares on grant |
| Per-share grant-date price | May 16, 2024 | — | $46.0575 | Pricing basis (avg high/low) |
- 2025 Director Stock Plan (subject to shareholder approval): Introduces annual total compensation limits of $700,000 per non-employee director and $1,200,000 for the Chair; starting 2026, annual equity awards of $185,000 per director and $150,000 additional for the Chair; 1 million shares reserved; share recycling prohibited; minimum 12-month vesting for options/stock-based awards .
- 2025 plan maintains independent NCGSR administration and 10-year duration .
Other Directorships & Interlocks
| Category | Entity | Notes |
|---|---|---|
| Current public boards | None | No current public company directorships |
| Prior board (public) | TransAlta Renewables Inc. (TSX: RNW) | Listed under “Other Directorships” as previously served |
| Non-profit/academic | College of William & Mary Foundation | Previously served |
No related-person transactions disclosed affecting McQuade’s independence; business and philanthropic relationships considered were for other directors and deemed immaterial .
Expertise & Qualifications
- Financial/accounting expertise with public-company CFO experience; general business leadership in regulated industries .
- Information technology and cybersecurity oversight experience from prior CIO role .
- Institutional knowledge of Altria strategies and governance from 13 years of service; effective Board leadership as independent Chair .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 93,108 |
| Deferred stock included | 90,024 (included within beneficial ownership) |
| Ownership guidelines | Lesser of 5× annual cash retainer or 26,000 shares; expected within 5 years |
| Guideline status | All non-employee directors with ≥5 years met guidelines as of Dec 31, 2024 |
| Hedging/pledging | Prohibited for directors and executive officers |
| Shares outstanding (record date) | 1,686,341,385 |
| Ownership as % of shares outstanding | ~0.0055% (93,108 / 1,686,341,385) |
Governance Assessment
-
Strengths:
- Independent Chair separate from CEO; executive sessions every meeting; enhances oversight and investor confidence .
- Robust independence determinations, related-person transaction policy, and prohibition on hedging/pledging; director stock ownership guidelines met (≥5-year directors) .
- High attendance and established committee engagement (C&TD, Finance, Executive Committee leadership) .
- Transparent director pay structure with majority equity alignment; deferral features and capped matching gifts .
-
Watch items:
- Chair role carries higher compensation (incremental $100k cash and $150k equity in 2024) and new plan limits increase formal caps starting 2026; monitor any future inflation in director pay relative to peers .
- Committee assignments refresh post-Annual Meeting; maintain vigilance on workload vs. effectiveness (Board plans to determine 2025–2026 committees at organizational meeting) .