Marjorie M. Connelly
ALTRIA GROUPAbout Marjorie M. Connelly
Independent director of Altria Group, Inc. since 2021; age 63 in the 2025 proxy. She is the retired Chief Operating Officer of Convergys (now Concentrix), with prior senior operating roles at Barclaycard, Wachovia Securities, and Capital One. Connelly currently serves on Altria’s Audit (Chair), Compensation & Talent Development, Executive, and Nominating, Corporate Governance & Social Responsibility committees, and is designated an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Convergys Corporation (now Concentrix) | Chief Operating Officer | Nov 2014 – Dec 2017 | Led large, public customer management operations |
| Longwood University | Interim President | Jun 2012 – May 2013 | Institutional leadership |
| Barclaycard | Global Chief Operating Officer | Jul 2009 – Dec 2011 | Global operating oversight |
| Wachovia Securities | Chief Operating Officer | Apr 2006 – Jul 2008 | Broker-dealer operations |
| Capital One Financial | Multiple executive roles (incl. EVP, Head of Infrastructure for U.S. Credit Card Ops; interim CIO) | 1994 – 2006 | Tech/operations leadership |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| PRA Group, Inc. (NASDAQ: PRAA) | Director | Public | Current public company directorship |
| MissionOG Capital LLC | Advisor | Private | Advisory role |
| Nuts.com | Advisory Board | Private | Advisory role |
| Piedmont Virginia Community College Foundation | Board role | Non-profit | Community/education role |
Board Governance
- Independence: The Board affirmatively determined Connelly is independent; the NCGSR Committee reviewed ordinary-course relationships involving entities where her immediate family member serves as a non-executive employee or director and found payments were well below the greater of $1 million or 2% of the entity’s revenues; independence unaffected.
- Committee assignments and leadership: Audit Committee Chair and audit committee financial expert; member of Compensation & Talent Development; Executive; and Nominating, Corporate Governance & Social Responsibility.
- Attendance and engagement: In 2024, each director attended at least 75% of aggregate Board and committee meetings, and all directors then serving attended the 2024 Annual Meeting. The Board held seven meetings in 2024 and conducts executive sessions of independent directors at each regular meeting.
- Board leadership and structure: Separate Chair and CEO with an independent Chair; executive sessions at each meeting; 10 of 11 nominees independent.
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Board cash retainer | $110,000 | Standard non-employee director cash retainer |
| Audit Committee Chair retainer | $25,000 | Chair premium; chairs also receive member retainer |
| Audit Committee member retainer | $5,000 | Paid in addition to Chair retainer |
| C&TD Committee member retainer | $5,000 | Membership retainer |
| NCGSR Committee member retainer | $5,000 | Membership retainer |
| Executive Committee | — | No additional compensation for membership |
| 2024 cash fees earned (reported) | $150,000 | Consistent with 110k + 25k + 5k + 5k + 5k |
| Annual stock award (fully vested shares) | $175,019 | 3,800 shares at $46.0575 grant-date FMV (May 16, 2024) |
| Matching gifts (All Other Compensation) | $30,000 | Company match under director program |
| Total 2024 reported compensation | $355,019 | Sum of components as reported |
- Deferral programs: Directors may defer cash retainers (credited to plan investment choices incl. an Altria stock equivalent account) and/or defer stock awards under the 2015 Director Stock Plan.
- Stock ownership guidelines: Directors expected to hold the lesser of 5x annual cash retainer or 26,000 shares within five years and maintain through service.
Performance Compensation
- Structure: Non-employee director equity is a full-value annual stock award in fully vested shares; no performance conditions or options. Directors can elect deferral; no meeting fees.
- Hedging/pledging: Company policy prohibits hedging and pledging by directors, reinforcing alignment.
| Director Equity Feature | Detail |
|---|---|
| Instrument | Fully vested shares (annual award) |
| 2024 grant | 3,800 shares; $175,019 grant-date value (May 16, 2024) |
| Vesting | Fully vested at grant |
| Deferral | Elective deferral available (cash retainers and equity) |
| Hedging/Pledging | Prohibited for directors |
Other Directorships & Interlocks
- Current public board: PRA Group, Inc. (NASDAQ: PRAA).
- Compliance with overboarding policy: Corporate Governance Guidelines limit directors to three other public boards; Audit Committee members may not sit on more than two other audit committees without Board determination; all directors/nominees are in compliance.
- Interlocks/conflicts review: Ordinary-course business and philanthropic relationships involving entities where Connelly or an immediate family member serves; all below materiality thresholds; independence preserved.
Expertise & Qualifications
- Executive operating experience at large, consumer-oriented and regulated companies; financial acumen; information technology and cybersecurity experience; public company board experience.
- Audit Committee Financial Expert designation under SEC rules.
Equity Ownership
| Measure | Amount/Status |
|---|---|
| Beneficial ownership (2/28/2025) | 12,812 shares (includes deferred stock) |
| Post-transaction ownership (Form 4, 5/15/2025) | 16,252 shares (after 3,219-share award) |
| Most recent annual award (2024) | 3,800 fully vested shares (grant-date FMV $175,019) |
| Ownership guideline | Lesser of 5x cash retainer or 26,000 shares within five years |
| Hedging/pledging | Prohibited for directors |
Recent Insider Transactions (Form 4)
| Filing Date | Transaction Date | Type | Shares Acquired | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|
| 2025-05-19 | 2025-05-15 | Award (A) | 3,219 | $0.00 | 16,252 | https://www.sec.gov/Archives/edgar/data/764180/000076418025000061/0000764180-25-000061-index.htm |
| 2024-05-20 | 2024-05-16 | Award (A) | 3,800 | $0.00 | 12,059 | https://www.sec.gov/Archives/edgar/data/764180/000076418024000066/0000764180-24-000066-index.htm |
| 2023-05-22 | 2023-05-18 | Award (A) | 3,901 | $0.00 | 7,560 | https://www.sec.gov/Archives/edgar/data/764180/000076418023000083/0000764180-23-000083-index.htm |
Governance Assessment
- Strengths and positive signals:
- Independent director; Audit Committee Chair and SEC-designated financial expert, enhancing financial reporting oversight.
- Attendance met company expectations; Board maintains independent leadership with separate Chair/CEO and executive sessions each meeting.
- Director compensation has a substantial equity component and robust ownership/holding and anti-hedging/pledging policies to align interests.
- Shareholder support environment: 2024 say-on-pay received over 95% approval; 2024 director nominees received at least 96% support, indicating broad investor confidence.
- Potential risks/monitoring items:
- Ordinary-course business and philanthropic relationships involving entities where Connelly or an immediate family member serves were reviewed; payments were significantly below materiality thresholds and independence was affirmed, but such relationships warrant continued disclosure and oversight.
- Modest increases to non-employee director equity awards and certain chair retainers took effect in 2025 (first equity award increase since 2014), which is not atypical but should be monitored for alignment with workload and market.
Notes on Director Compensation Program (context)
- Components and philosophy: Competitive cash retainers plus an annual full-value stock award; no meeting fees; deferral available.
- 2025 updates: Board approved a $10,000 increase in the annual stock award for non-employee directors and $3,000 increases to certain committee chair retainers (Finance, Innovation, NCGSR).
- Proposal on 2025 ballot: 2025 Stock Compensation Plan for Non-Employee Directors (Proposal 5).