M. Max Yzaguirre
ALTRIA GROUPAbout M. Max Yzaguirre
Independent director of Altria Group, Inc. (MO), age 64, serving since 2022 with three years of tenure as of the 2025 proxy filing . Background includes senior leadership across energy infrastructure and advisory: retired Executive Chairman of Forbes Bros. Holdings, Ltd.; prior CEO roles and presidencies spanning Isolux Ingenieria USA, Yzaguirre Group, Hunt‑Mexico, and Hunt Resources . The Board has affirmatively determined he is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure (Years) | Committees/Impact |
|---|---|---|---|
| Forbes Bros. Holdings, Ltd. | U.S. Chairman & CEO; later Executive Chairman | 2017–2019 (CEO), 2019–2021 (Exec Chair) | Led energy infrastructure construction operations |
| Yzaguirre Group, LLC | Chief Executive Officer | 2006–2017 | Business and public affairs advisory leadership |
| Isolux Ingenieria USA, LLC (Isolux Corsán subsidiary) | Chairman; previously CEO | Chair 2011–2013; CEO 2010–2011 | Oversaw EPC activities in U.S. |
| Hunt‑Mexico, Inc.; Hunt Resources, Inc. | President | 2002–2006 | Energy, real estate, and transport investments |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Aris Water Solutions, Inc. (NYSE: ARIS) | Director | Current | Listed as current public company directorship |
| WaFd, Inc. (NASDAQ: WAFD) | Director | Current | Also serves on Washington Federal Bank dba WaFd Bank |
| Solaris Energy Infrastructure, Inc. (NYSE: SEI) | Director | Current | Listed as current public company directorship |
| Luther Burbank Corporation (NASDAQ: LBC) | Director | Prior: 2021–2024 | Prior public board service |
| BBVA USA Bancshares, Inc. | Director | Prior: 2009–2021 | Prior public board service |
| Texas Regional Bancshares, Inc. (NASDAQ: TRBS) | Director | Prior: 2000–2006 | Prior public board service |
| Latino Corporate Directors Association | Member | Current | Governance network involvement |
Board Governance
- Committee assignments (2025): Compensation & Talent Development, Finance, and Innovation; not a committee chair .
- Innovation Committee operated with 4 meetings in 2024; membership included Yzaguirre (Chair in 2024 was Dr. Ellen R. Strahlman) .
- Nominating, Corporate Governance & Social Responsibility (NCGSR) membership: listed in 2024; not listed among 2025 NCGSR members (indicating a shift off the committee) .
- Attendance and engagement: The Board held 7 meetings in 2024; each director attended at least 75% of Board and committee meetings, and all directors then serving attended the 2024 Annual Meeting .
- Independence: Board affirmatively determined Yzaguirre is independent; relationships reviewed did not affect any director’s independence .
- Executive sessions: Held at every regularly scheduled Board meeting, led by the independent Chair .
Fixed Compensation
| Component (FY2024) | Amount ($) | Detail |
|---|---|---|
| Cash fees | 125,000 | Base Board retainer and committee membership retainers; no meeting fees; no extra for Executive Committee membership |
| Stock award (fully vested shares) | 175,019 | 3,800 shares granted on May 16, 2024 at $46.0575 grant-date FMV per share; awards paid in whole shares |
| All Other Compensation (matching gifts) | 10,500 | Participated in Match Your Dollars program (cap $30,000 per year) |
| Total | 310,519 | Sum of cash, stock, and other compensation |
Director compensation program components (policy-level):
- Board member annual cash retainer: $110,000; Board member annual stock award: $175,000 .
- Committee chair/member retainers: Audit and Compensation & Talent Development Chairs $25,000; members $5,000; Finance, Innovation, NCGSR Chairs $15,000; members $5,000; no additional compensation for Executive Committee .
- Effective in 2025: stock award increased by $10,000; chair cash retainers for Finance, Innovation, NCGSR increased by $3,000; Board member cash retainer unchanged .
Performance Compensation
| Metric | Applies to Director Pay? | Notes |
|---|---|---|
| Performance stock units (PSUs) | Not applicable | Board’s current practice is to award only fully vested shares of common stock, not performance awards |
| Stock options | Not applicable | Options permitted under plan but not current practice; if granted: 10-year term, FMV strike, ≥12 months vesting |
| TSR/financial metrics in director pay | Not applicable | No performance metrics disclosed for non-employee director awards |
Other Directorships & Interlocks
| Company | Relationship to MO | Potential Interlock Note |
|---|---|---|
| Aris Water Solutions (ARIS) | External board service | No related-party transactions disclosed affecting independence |
| WaFd, Inc. (WAFD) | External board service | No related-party transactions disclosed affecting independence |
| Solaris Energy Infrastructure (SEI) | External board service | No related-party transactions disclosed affecting independence |
Expertise & Qualifications
- Executive leadership (CEO/Chair), financial acumen, domestic and international business and public affairs experience, including highly regulated industries; extensive public company board experience supporting nomination .
- Board skills matrix indicates coverage of regulated industries, CEO experience, financial expertise, public policy, public company board experience, innovation, ESG and international business across the Board; Yzaguirre contributes to these areas per biography and committee work .
Equity Ownership
| Item | Value | As of | Notes |
|---|---|---|---|
| Beneficial ownership (shares) | 12,812 | Feb 28, 2025 | Less than 1% of shares outstanding for each director |
| Deferred stock included | 12,812 | Feb 28, 2025 | Footnote indicates his beneficial ownership includes deferred shares |
| Deferred fee plan share equivalents | Not disclosed for Yzaguirre | Feb 28, 2025 | Plan available; equivalents disclosed for certain directors only |
| Hedging/pledging policy | Prohibited | Policy-level | Directors prohibited from hedging or pledging Altria shares |
| Stock ownership guideline | Lesser of 5x cash retainer or 26,000 shares | Policy-level | Expected to meet within 5 years; includes deferred shares and share equivalents |
Governance Assessment
- Board effectiveness: Independent, multi-committee participant (Compensation & Talent Development, Finance, Innovation), with committee activity aligned to MO’s strategic oversight areas (finance, innovation, talent/compensation) .
- Independence and conflicts: Affirmatively independent; 2025 independence review found no material relationships affecting independence, and no related-party transactions noted for Yzaguirre; philanthropy/business relationship reviews did not implicate him .
- Attendance: Board held 7 meetings in 2024; all directors met the ≥75% attendance threshold and attended the annual meeting, supporting engagement .
- Alignment and incentives: Director pay emphasizes equity via fully vested shares, plus robust stock ownership guidelines and prohibitions on hedging/pledging, which strengthen alignment; Yzaguirre’s beneficial ownership includes deferred shares, signaling long-term alignment .
- Program changes: 2025 updates modestly increased director stock awards and certain chair retainers for the first time in years, maintaining market competitiveness without increasing Board member cash retainer—balanced pay design .
- Workload/overboarding: Serves on multiple external boards (ARIS, WAFD, SEI); MO discloses limitations on other public company board service as a governance safeguard; no independence impairments disclosed .
- Red flags: None disclosed—no pledging, no related-party transactions affecting independence, no meeting attendance issues reported, and no director-specific legal proceedings identified in the proxy .