R. Matt Davis
ALTRIA GROUPAbout R. Matt Davis
Independent director (since 2021), age 60, with three years of board tenure as of the 2025 proxy. Davis is the retired President, North America and SVP, Global Corporate Affairs at Dow Inc. and currently President of Driftwood Leadership, LLC. The NCGSR Committee cites his extensive public policy, business and executive leadership experience in a highly regulated industry as core credentials supporting his nomination. He has no current or prior public company directorships.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dow Inc. | President, North America; SVP, Global Corporate Affairs | 2016–2019 | Led Dow’s largest operating division; executive leadership in a regulated industry |
| Dow Inc. | Various executive corporate affairs and communications roles | 1987–2016 | Corporate affairs and leadership roles across the organization |
| Driftwood Leadership, LLC | President | 2019–present | Leadership training and consulting firm |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Michigan State University, College of Communications Arts & Sciences Alumni Board | Board member | Not disclosed | Educational board affiliation |
| Lake State Railway Company | Board member | Not disclosed | Transportation industry board |
| World Freerunning Parkour Federation | Former board | Not disclosed | Prior non-profit/industry board |
| Saratoga WarHorse Foundation, Inc. | Former board | Not disclosed | Prior non-profit board |
| After the Impact Fund, Inc. | Former board | Not disclosed | Prior non-profit board |
Board Governance
- Committee memberships (2024): Compensation & Talent Development (member), Innovation (member), Nominating, Corporate Governance & Social Responsibility (member). Chairs were George Muñoz (C&TD), Ellen R. Strahlman (Innovation), and Debra J. Kelly‑Ennis (NCGSR). Davis is not noted as a chair.
- Committee meeting counts (2024): C&TD (4), Innovation (4), NCGSR (5).
- Independence: Board affirmatively determined Davis is independent under NYSE standards.
- Attendance: Each director attended at least 75% of Board and committee meetings in 2024, and all directors then serving attended the 2024 Annual Meeting; Board held 7 meetings and conducts executive sessions at every regular meeting.
- Director since: 2021; Tenure: 3 years as shown in demographics; Age: 60.
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Board member cash retainer ($) | $110,000 (program component) | $110,000 (program component) |
| Committee membership fees ($) | $15,000 (3 committees × $5,000) | $15,000 (3 committees × $5,000) |
| Fees paid in cash ($) | $125,000 | $125,000 |
Notes:
- Committee member annual cash retainers: $5,000 per committee; C&TD and Audit chairs receive $25,000; Finance, Innovation, NCGSR chairs receive $15,000; no Executive Committee compensation.
Performance Compensation
| Stock Awards | 2023 | 2024 |
|---|---|---|
| Annual director grant (shares, grant date fair value) | 3,901 shares; $175,028 total; $44.8675/share (May 18, 2023) | 3,800 shares; $175,019 total; $46.0575/share (May 16, 2024) |
| Total stock awards reported ($) | $175,028 | $175,019 |
| Award structure | Current practice: fully vested shares of common stock (no performance conditions) | Current practice: fully vested shares of common stock (no performance conditions) |
Other compensation:
- Matching gifts (All Other Compensation): $30,000 (2023); $28,000 (2024). Program matches eligible donations up to $30,000 per year.
Forward-looking structural changes:
- Beginning with awards following the 2025 Annual Meeting, the Board increased the aggregate fair market value of the annual stock award for non‑employee directors by $10,000 and certain chair cash retainers by $3,000; from 2026, non‑employee directors will receive $185,000 stock awards, with the Chair receiving an additional $150,000; annual cash+stock cap at $700,000 for directors ($1,200,000 for Chair).
Other Directorships & Interlocks
| Category | Current | Prior |
|---|---|---|
| Public company boards | None | None |
| C&TD Committee interlocks | None disclosed for 2024 (Committee reported no interlocks or relationships requiring related‑person disclosure) | N/A |
Expertise & Qualifications
- Qualifications: Extensive public policy, business and executive leadership experience in a highly regulated industry; leadership of Dow’s largest operating division; background in corporate affairs and communications.
- Skills matrix: Board emphasizes regulated industries, public policy, innovation oversight; Davis is listed among directors contributing to these oversight areas.
Equity Ownership
| Metric | Feb 29, 2024 | Feb 28, 2025 |
|---|---|---|
| Beneficial ownership (shares) | 8,651 | 12,451 |
| Shared/Spousal holdings included | 178 shares held by spouse | 178 shares held by spouse |
| Ownership as % of outstanding | <1% (for each director) | <1% (for each director) |
Policies and alignment:
- Stock ownership guidelines: Directors expected to hold the lesser of five times the annual cash retainer or 26,000 shares; expected to reach within five years; those with 5+ years as of Dec 31, 2024 were in compliance. Davis is within his five-year window.
- Prohibitions: Hedging and pledging of Altria shares by directors and executive officers are prohibited.
- Deferrals: Directors may elect to defer cash retainers and/or stock awards into notional accounts (including an Altria stock equivalent account) under the Deferred Fee Plan and the Director Stock Plan.
Governance Assessment
- Strengths: Independence affirmed; active participation across three key committees (C&TD, NCGSR, Innovation) that are fully independent; strong equity alignment via annual full-value stock grants; adherence to anti‑hedging/anti‑pledging policies; no other public company directorships reduces interlock risk.
- Engagement: Board reports at least 75% meeting attendance for each director and 100% attendance at the 2024 Annual Meeting; executive sessions at every regular meeting indicate robust independent oversight.
- Compensation mix signal: Balanced structure with meaningful equity component (annual fully vested share grants) and modest cash retainers plus committee fees; matching gifts are the only “other compensation.” No performance metrics or options in current director awards, limiting pay‑for‑performance linkage but enhancing long‑term alignment through ownership requirements.
- Conflicts and related‑party exposure: NCGSR considered philanthropic affiliations (including those involving Davis) and found amounts immaterial; no related‑person transactions disclosed for Davis. Compliance with board limits on external board service further mitigates overboarding risk.
- Watch items: Director stock award values will increase in future plan years; monitor aggregate director compensation relative to market and performance outcomes, though caps apply and awards remain fully vested shares per current practice.