Salvatore Mancuso
ALTRIA GROUPAbout Salvatore Mancuso
Executive Vice President and Chief Financial Officer of Altria Group, Inc. (MO). CFO responsibilities include oversight of Tax, Treasury, Investor Relations, Audit, FP&A, Controller, Corporate Security & Procurement, and he served as one of Altria’s designated directors on Anheuser-Busch InBev’s board . He has been signing as EVP & CFO since at least May 2020 . 2024 corporate performance included adjusted diluted EPS growth of 3.4% and $10.2B in cash returned to shareholders via dividends and buybacks; the Annual Incentive business rating was 106% on a balanced scorecard of EPS, cash flow, OCI, and strategic initiatives . Three-year performance programs use adjusted EPS growth (75%), cash conversion (25%), and a relative TSR modifier (±20%), with the 2022–2024 cycles certifying financial ratings near target (98% for PSUs) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Altria Group, Inc. | EVP & CFO | 2020–present | Oversaw $10.2B shareholder returns, sale of ~$2.4B ABI stake to fund ASR, cost-optimization “Optimize & Accelerate” program (≥$600M expected savings) |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Anheuser-Busch InBev (ABI) | Designated Director (Altria nominee) | Not disclosed | Supported capital recycling (partial ABI sale), enhanced Altria’s cash returns via accelerated share repurchases |
Fixed Compensation
- 2024 salary increased from $800,500 (effective Mar 1, 2024) to $840,500 (effective Dec 16, 2024) .
- Annual incentive target is 95% of salary; actual 2024 annual incentive award was $1,047,900 with 106% business rating and 130% individual multiplier .
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 704,367 | 743,983 | 796,550 |
| Stock Awards Grant Value ($) | 2,012,554 | 2,012,588 | 2,012,524 |
| Annual Incentive Plan ($) | 791,100 | 821,000 | 1,047,900 |
| Long-Term Incentive Plan ($) | 1,706,500 | 1,204,400 | 1,142,200 |
| Change in Pension Value ($) | — | 1,375,541 | 946,441 |
| All Other Compensation ($) | 80,445 | 84,406 | 79,655 |
| Total ($) | 5,294,966 | 6,241,918 | 6,025,270 |
Performance Compensation
2024 Annual Incentive (Cash)
| Component | Weight | Target | Actual (Company) | Weighted Rating |
|---|---|---|---|---|
| Adjusted Diluted EPS | 30% | Committee-set (revised for ABI sale/ASR) | Achieved within range | 30.00% |
| Adjusted Discretionary Cash Flow | 25% | Revised down for reinvestment | Achieved within range | 31.15% |
| Total Adjusted OCI | 30% | Revised down for reinvestment | Achieved within range | 27.05% |
| Strategic Initiatives | 15% | Qualitative/quantitative milestones | Met/exceeded on harm reduction, innovation, external advocacy | 18.00% |
| Business Performance Rating | — | — | — | 106% |
| Individual Multiplier (Mancuso) | — | — | — | 130% |
| Payout (Mancuso) | — | $760,475 (95% of salary) | $1,047,900 | 138% of target |
Long-Term Incentives (Equity PSUs and Cash LTIP)
- PSU design: Adjusted EPS growth (75%) + Cash Conversion (25%) with TSR modifier ±20%; payout range 0–200% of target (awards granted in 2024) .
- 2022–2024 PSU certification delivered shares to Mancuso of 15,144 (98% rating) .
- 2022–2024 LTIP business performance rating: 109%; Mancuso payout: $1,142,200 .
| Program | Cycle | Metric Weighting | Rating/Result | Mancuso Outcome |
|---|---|---|---|---|
| PSUs | 2022–2024 | EPS 75%, Cash Conversion 25%, TSR ±20% | Financial measures rating 84.9%, TSR modifier 116% → 98% final | 15,144 shares delivered |
| LTIP (Cash) | 2022–2024 | 50% Financial (same as PSUs) + 50% Strategic milestones | Financial measures 98%; Strategic measures 120% → Business rating 109% | $1,142,200 |
| PSUs | 2024–2026 | EPS 75%, Cash Conversion 25%, TSR ±20%; 0–200% cap | In progress | Target grant; vest Feb 26, 2027 |
| LTIP (Cash) | 2024–2026 | 50% Financial (0–200%), 50% 2026 milestones (0–130%) | In progress | Target $1,156,234 (prorated) |
2024 Equity Grants (Structure and Vesting)
| Grant Type | Grant Date | Units | Vest Date | Grant Date Fair Value |
|---|---|---|---|---|
| PSUs | 2/27/2024 | 19,125 target; 38,250 max | 2/26/2027 | $805,013 |
| RSUs | 2/27/2024 | 29,634 | 2/26/2027 | $1,207,511 |
Equity Ownership & Alignment
- Beneficial ownership: 158,090 shares (less than 1% of outstanding) as of Feb 28, 2025 . Shares outstanding at record date: 1,686,341,385 .
- Stock vested during 2024: 42,641 shares; value realized $1,744,017 .
- Outstanding unvested awards (12/31/2024):
- RSUs: 29,634 (2024 grant, vest 2027); 25,728 (2023, vest 2026); 24,273 (2022, vest 2025); 34,357 (2020, vest 2025) .
- PSUs: 19,125 (2024, vest 2027); 16,348 (2023, vest 2026); 15,453 (2022, vest 2025) .
- Ownership guidelines: Band B executives must hold 6x salary; unvested RSUs count, PSUs do not; all NEOs met requirements as of 12/31/2024 . Hedging and pledging prohibited for executives .
| Ownership Detail | Value |
|---|---|
| Beneficially Owned Shares | 158,090 |
| Vested in 2024 (shares/value) | 42,641 / $1,744,017 |
| RSUs Outstanding (key lots) | 29,634 (2024); 25,728 (2023); 24,273 (2022); 34,357 (2020) |
| PSUs Outstanding (key lots) | 19,125 (2024); 16,348 (2023); 15,453 (2022) |
| Ownership Guideline | 6x salary for Band B |
| Hedging/Pledging | Prohibited |
Employment Terms
- Employment status: At-will; no individual employment agreements for NEOs .
- Non-compete/confidentiality agreements apply to all NEOs .
- Severance: Covered under broad Severance Plan based on years of service; max 64 weeks; Mancuso severance illustrative amount $1,034,462 if separated on 12/31/2024 .
- Change-in-control: Double-trigger; if successor fails to assume/replace awards or qualifying termination within specified window, unvested RSUs/PSUs vest (PSUs at target), and annual/LTIP awards vest on prorated basis .
| CIC Economics (as of 12/31/2024) | Amount ($) |
|---|---|
| Unvested RSUs | 5,960,642 |
| Unvested PSUs (at target) | 2,662,920 |
| Annual Incentive (greater of target or 3-yr avg) | 815,833 |
| LTIP (2022–2024 at target) | 1,047,931 |
| LTIP (2023–2025 prorated at target) | 740,883 |
| LTIP (2024–2026 prorated at target) | 385,411 |
| Total CIC-Related Vesting/Payments | 11,613,620 |
- Clawbacks: Two policies—Dodd-Frank-compliant mandatory recovery for restatements (3-year lookback) and discretionary policy expanded in Dec 2024 to permit recovery for misconduct even without restatement (including cancellation of RSUs/PSUs and pay adjustments) .
Compensation Structure Analysis
- Mix and risk: Significant at-risk pay via annual incentive, PSUs, and cash LTIP; multiple metrics mitigate gaming (EPS, cash conversion, OCI, TSR, strategic initiatives) .
- 2024 program changes: Introduced EPS growth threshold (negative EPS growth yields 0% on that measure); increased maxima for PSU/LTIP financial measures from 130% to 200%; removed individual performance multiplier from LTIP formula for stronger objectivity .
- Equity cadence and design: Quarterly grant cadence; RSUs with dividend equivalents; PSUs accrue dividends payable at end of cycle; no stock options/SARs outstanding or granted currently .
- Peer benchmarking: Compensation Survey Group of large U.S. consumer companies with $5–$75B revenues and ≥$10B market caps; Meridian as independent consultant; program targets around market median with variability by role/performance .
Company Performance Context (during Mancuso’s CFO tenure)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 20,688,000,000* | 20,502,000,000* | 20,444,000,000* |
| EBITDA ($) | 12,394,000,000* | 12,469,000,000* | 12,387,000,000* |
Values retrieved from S&P Global.*
Additional context: Adjusted diluted EPS grew 3.4% in 2024; Board raised the regular quarterly dividend (59th increase in 55 years) as Altria returned $10.2B to shareholders in 2024 .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: 95.1% support .
- Governance features: No single-trigger CIC; no hedging/pledging; robust stock ownership and holding requirements; below-average equity run rates vs S&P 500/sector indices .
Risk Indicators & Red Flags
- Positive alignment: Double-trigger CIC; strong clawbacks (restatement and misconduct); prohibition on hedging/pledging; ownership multiple compliance .
- Potential selling pressure: Significant vest events in 2025–2027 (RSUs/PSUs) could coincide with Form 4 activity; 42,641 shares vested in 2024 .
- Pension/legacy benefits: Material BEP pension present value ($8.74M) may modestly reduce departure incentives; still governed by broad-based plans .
Expertise & Qualifications
- Functional leadership: Led capital allocation (ABI stake monetization), tax optimization and litigation resolution; drove enterprise cost program with ≥$600M expected savings over five years .
- Strategic execution: Oversight of finance and security/procurement; contributed to cash returns via accelerated share repurchase funded by ABI stake sale .
Equity Ownership & Pension Detail
| Pension Plan | Years of Service | Present Value ($) |
|---|---|---|
| Altria Retirement Plan | 34.25 | 2,228,110 |
| BEP Pension | 34.25 | 8,736,501 |
| Deferred Compensation (BEP DPS) | Registrant Contributions (2024) | Aggregate Earnings (2024) | Year-End Balance ($) |
|---|---|---|---|
| Mancuso | $45,155 | $8,477 | $360,765 |
Employment & Contractual Provisions Summary
- At-will employment; confidentiality/non-compete applies; severance via standard plan terms .
- CIC: Double-trigger; detailed proration rules for annual/LTIP; equity awards cash-out at CIC price/fair value .
- Insider trading policy: codified; strict compliance .
Investment Implications
- Pay-for-performance alignment appears strong: diversified metrics, stricter EPS threshold for short-term pay, and removal of LTIP individual multiplier reduce discretionary inflation of payouts .
- Retention risk mitigated by significant unvested equity through 2027 and robust ownership/holding requirements; hedging/pledging ban preserves alignment .
- Potential trading signals: Equity vesting cliffs in 2025–2027 may precede Form 4 sales; watch for large RSU/PSU settlements and tax-related dispositions around vest dates .
- CIC economics sizable but double-trigger reduces opportunistic payouts; expanded clawbacks (misconduct) add downside protection for shareholders .
Overall, Mancuso’s compensation emphasizes EPS growth, cash conversion, and TSR moderation, with clear governance protections (clawbacks, no hedging/pledging, ownership multiples). The 2024 program changes increased performance rigor, while ongoing vest schedules and pension benefits support retention and alignment. **[764180_0001558370-25-004359_tmb-20250515xdef14a.htm:59]** **[764180_0001558370-25-004359_tmb-20250515xdef14a.htm:66]** **[764180_0001558370-25-004359_tmb-20250515xdef14a.htm:77]** **[764180_0001558370-25-004359_tmb-20250515xdef14a.htm:83]** **[764180_0001558370-25-004359_tmb-20250515xdef14a.htm:109]**