Virginia E. Shanks
ALTRIA GROUPAbout Virginia E. Shanks
Virginia E. Shanks, 64, is an independent director of Altria Group, Inc. (MO) and has served on the board since 2017. She is the former Executive Vice President and Chief Administrative Officer of Pinnacle Entertainment, Inc., with prior senior roles spanning brand management and digital/database marketing across highly regulated gaming and entertainment sectors, which the board cites as core credentials for oversight of finance, innovation, and consumer marketing at Altria . The board has affirmatively determined her independence under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pinnacle Entertainment, Inc. | EVP & Chief Administrative Officer | Jul 2013 – Oct 2018 | Senior enterprise oversight during merger with Penn National; strategic administration in regulated gaming |
| Penn National Gaming, Inc. | Strategic Advisor | Oct 2018 – Dec 2019 | Advisory support following Pinnacle merger |
| Pinnacle Entertainment, Inc. | EVP & Chief Marketing Officer | Oct 2010 – Jun 2013 | Led brand and digital/database marketing strategy |
| Multimedia Games Inc. | Chief Marketing Officer | 2008 – 2010 | Marketing oversight in gaming systems |
| Caesars Entertainment Corp. | Senior VP Brand Management and other senior posts | >25 years prior to 2008 | Long-tenured leadership in consumer brand positioning within regulated industry |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| EPR Properties (NYSE: EPR) | Director | Current | Public REIT board; reinforces finance/real estate oversight experience |
| Light & Wonder, Inc. (NASDAQ: LNW) | Director | Current | Public gaming technology board; complements regulated industry and innovation oversight |
Board Governance
| Governance Element | Detail |
|---|---|
| Independence | Affirmed independent; board applied NYSE/SEC standards and categorical independence criteria |
| Committee Memberships | Chair: Finance; Member: Compensation & Talent Development (C&TD), Innovation, Executive |
| Committee Mandates | Finance: capital allocation, dividend policy, cash flow, M&A; 2024 meetings: 6 . C&TD: executive pay, succession, culture/ID&E; 2024 meetings: 4 . Innovation: product safety, technology/AI, R&D oversight; 2024 meetings: 4 . Executive: acts between board meetings; 2024 meetings: 1 . |
| Attendance & Engagement | Each director attended at least 75% of board/committee meetings; 100% director attendance at the 2024 Annual Meeting; executive sessions of independent directors at each regular board meeting . |
| Years of Service | 8 years as of 2025 proxy (Director since 2017) . |
| Board Composition/Independence | 10 of 11 nominees independent; separate Chair/CEO; independent committee chairs; limitations on other board service (≤3 public boards; audit committee limits) . |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $140,000 | Director cash comp including board retainer and committee chair/member fees |
| Stock Awards (2024) | $175,019 | 3,800 fully vested common shares; grant value based on $46.0575 per share on May 16, 2024 |
| All Other Compensation (2024) | $30,000 | Matching gifts under Match Your Dollars Program |
| Total (2024) | $345,019 | Sum of cash, stock, and matching gifts |
Program structure reference:
- Board member annual cash retainer: $110,000 .
- Annual director stock award (fully vested shares): $175,000 (increased to $185,000 effective 2025) .
- Committee chair fees: Audit/C&TD $25,000; Finance/Innovation/NCGSR $15,000 (these three increased by $3,000 effective 2025) .
- Committee member fees: Audit/C&TD $5,000; Executive Committee has no additional compensation .
- Deferral elections available for cash retainers and equity awards via Deferred Fee Plan and Director Stock Plan .
Performance Compensation
| Performance-Linked Director Metrics | Disclosed? | Notes |
|---|---|---|
| Director compensation tied to performance (metrics such as EPS/TSR/ESG) | None | Non-employee director equity awards are fully vested shares; no performance conditions disclosed for director comp |
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Committee Interlocks | During 2024, no Altria executive officer served on boards/comp committees of companies employing an Altria director; no compensation committee member relationships requiring related-person disclosure—reduces conflict risk . |
| Philanthropy/Related Party | Board reviewed philanthropic relationships where Ms. Shanks or family members serve as non-executive directors/trustees; payments were significantly below thresholds and did not affect independence . |
Expertise & Qualifications
- Significant regulated industry experience (gaming/entertainment), consumer-oriented marketing, brand positioning, and digital/database marketing; plus IT/cybersecurity experience and public company board service .
- Board skills matrix highlights directors with ESG oversight, innovation, IT/cybersecurity, public company board experience—areas aligned with Shanks’ background .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial Ownership (Feb 28, 2025) | 39,461 shares (includes 12,812 shares of deferred stock) |
| Ownership % of Outstanding Shares | Each director’s holding, including Ms. Shanks, is less than 1% |
| Stock Ownership Guidelines | Non-employee directors must hold the lesser of 5× annual cash retainer or 26,000 shares; expected within 5 years; all directors with ≥5 years of service met guidelines as of Dec 31, 2024 (Shanks: 8 years) |
| Hedging/Pledging | Directors and executive officers prohibited from hedging or pledging Altria shares |
Governance Assessment
- Strengths: Independent Finance Committee Chair with direct oversight of dividends, liquidity, and capital allocation—key for investor confidence in a high-dividend issuer . Multi-committee service (C&TD and Innovation) enhances cross-functional oversight across pay, succession, product safety/technology, and R&D . Independence affirmed; board practices include separate Chair/CEO, executive sessions each meeting, and robust committee charters . Strong director ownership requirements and prohibitions on hedging/pledging align interests .
- Compensation alignment: Director pay mix emphasizes equity via fully vested shares and robust ownership guidelines; 2025 plan caps and modest increases indicate discipline (stock award +$10k; certain chair retainers +$3k) .
- Shareholder signals: Broad governance support—95.1% Say‑on‑Pay approval in 2024 (NEO vote) and >96% ratification of auditor in 2024; board independence remains high (10/11) .
- Conflicts/Red Flags: No related‑party transactions or committee interlocks implicating Ms. Shanks; philanthropic relationships reviewed and deemed immaterial; no hedging/pledging permitted. External board service is within guideline limits (≤3 public boards); Shanks holds two current public directorships .
Overall, Shanks’ regulated‑industry and consumer marketing expertise, combined with chairing Finance and serving on C&TD/Innovation, supports board effectiveness in capital allocation, human capital, and product/technology oversight; independence, attendance, and ownership alignment further reinforce investor confidence .