Richard S. Stoddart
ALTRIA GROUPAbout Richard S. Stoddart
Independent director of Altria Group, Inc. (MO); age 62; appointed to the Board effective February 3, 2025. Former President & CEO of InnerWorkings and former CEO of Leo Burnett Worldwide; currently Chair of the Board of Hasbro, Inc. Core credentials include deep advertising/marketing, global brand-building, and public company board leadership. Independence status: Independent director. Years of service on MO Board: appointed 2025 (first year).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| InnerWorkings, Inc. | President & Chief Executive Officer | 2018 – Oct 2020 (company acquired) | Led global marketing execution firm through sale; public company CEO experience |
| Leo Burnett Worldwide | Chief Executive Officer | Feb 2017 – 2018 | Led one of the world’s largest advertising agencies |
| Leo Burnett North America | CEO; previously President | CEO 2013 – 2016; President 2005 – 2013 | Senior leadership in advertising/marketing and brand building |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Hasbro, Inc. (NASDAQ: HAS) | Chair of the Board; Interim CEO (prior) | Chair since Feb 2022; Interim CEO Oct 2021 – Feb 2022 | Current public company chair role |
| Selina Hospitality PLC (NASDAQ: SLNA) | Director (prior) | 2022 – 2024 | Prior public company board |
| InnerWorkings, Inc. (NASDAQ: INWK) | Director (prior) | 2018 – 2020 | Prior public company board |
| Affinity Answers; Highdive, LLC; The Off The Street Club | Director/Trustee/Member | Not disclosed | Private/non-profit roles noted in proxy bio |
Board Governance
- Committee assignments at MO (current): Audit; Innovation; Nominating, Corporate Governance and Social Responsibility (NCGSR). Note: Board planned to determine 2025–2026 committee assignments at the organizational meeting following the 2025 annual meeting.
- Independence: Listed as Independent; MO states 10 of 11 director nominees are independent; separate Chair and CEO roles with an independent Chair; independent committee chairs; executive sessions of independent directors at each meeting.
- Attendance and engagement: MO discloses that each director then serving attended at least 75% of Board and committee meetings in 2024 and directors had 100% attendance at the 2024 Annual Meeting; Stoddart joined in 2025.
- Director nomination process: NCGSR evaluates independence, skills, time commitments; Stoddart was identified to the NCGSR Committee by a non-management director.
Fixed Compensation
| Component | Structure / Amount | Notes |
|---|---|---|
| Annual cash retainer | Example 2024 cash fees by director ranged from $125,000 to $220,000, reflecting base retainer plus chair fees where applicable | Non-employee director compensation table (Mr. Stoddart joined in 2025 and is not listed for 2024) |
| Annual equity grant | On May 16, 2024, each non-employee director received 3,800 shares (grant-date fair value $175,019 at $46.0575/share); the Board Chair received an additional 3,257 shares (grant-date fair value $150,009) | Awarded under the 2015 Director Stock Plan; values slightly above target due to whole-share issuance |
| Matching gifts | Company match under “Match Your Dollars” (amounts vary by director) | 2024 “All Other Compensation” reflects charitable match program |
- Stock ownership guidelines for non-employee directors: Lesser of 5x the then-current annual Board member cash retainer or 26,000 shares; expected to reach within 5 years; may be satisfied with beneficially owned shares, deferred shares, and share equivalents.
- Hedging/pledging policy: MO prohibits hedging and pledging of MO shares by directors and executive officers.
Performance Compensation
| Metric | Applies to Non-Employee Directors? | Notes |
|---|---|---|
| Performance-based bonus/PSUs | Not disclosed/applicable | Director pay comprises cash retainers and time/deferred equity grants; no performance metric framework disclosed for directors |
Other Directorships & Interlocks
| Company | Status | Potential Interlock/Conflict Considerations |
|---|---|---|
| Hasbro, Inc. | Current Chair of the Board | No MO proxy disclosure of related-party transactions involving Mr. Stoddart in retrieved sections; continue routine monitoring of any business relationships between MO and Hasbro. |
Expertise & Qualifications
- Advertising/marketing leadership; brand-building across global markets; senior administrative and leadership experience in both private and public sectors; public company board experience.
- Listed with “Independent” status; committees include Audit and NCGSR, aligning his brand and governance experience with oversight roles.
Equity Ownership
| As-of Date | Security / Award | Amount | Ownership Form | Notes |
|---|---|---|---|---|
| Feb 28, 2025 | MO common stock | 40 | Indirect | Held in trust by spouse; included in beneficial ownership table; each director and all directors/officers as a group beneficially own <1% of shares outstanding |
| May 15, 2025 (Form 4) | Deferred stock (2015 Stock Compensation Plan for Non-Employee Directors) | 3,219 | Direct | Transaction code A at $0; “Deferred stock awarded…;” beneficially owned following transaction 3,219 direct; also lists 40 shares indirect held by spouse in trust |
- Deferred Fee/Share equivalents: The proxy notes directors who participate in the Deferred Fee Plan may hold Altria share equivalents; as of Dec 31, 2024, named participants were listed (Mr. Stoddart joined in 2025).
- Hedging/pledging: Prohibited for directors (alignment safeguard).
- Additional governance signal: Prior to joining MO’s Board (Feb 3, 2025), Mr. Stoddart sold 3 ordinary shares of Anheuser-Busch InBev on Dec 26, 2024, per Altria’s Schedule 13D amendment—suggests attention to potential conflicts related to MO’s AB InBev stake.
Governance Assessment
- Positives for investor confidence: Independent director with relevant marketing/brand expertise; immediate placement on Audit and NCGSR committees underscores governance focus; strong policy framework (independent Chair, prohibited hedging/pledging, stock ownership guidelines).
- Alignment: Initial beneficial ownership modest as a new director, but receipt of deferred stock under the director plan and five-year ownership guideline window support alignment building over time.
- Conflicts/related-party exposure: No related-party transactions involving Mr. Stoddart were identified in the retrieved proxy sections; Altria’s policy set includes robust governance safeguards; continue monitoring any cross-company relationships with Hasbro.
- Attendance/engagement: Board-level disclosure shows strong attendance in 2024; Stoddart’s 2025 participation commenced post year-end—track 2025 attendance in next proxy.
Key watch items: 2025–2026 committee re-confirmation post-annual meeting, 2025 director equity grant levels and any updates under the “2025 Stock Compensation Plan for Non-Employee Directors,” ongoing insider filings for ownership build, and any disclosures of interlocks or related-party transactions in future proxies or 8-Ks.