William F. Gifford, Jr.
ALTRIA GROUPAbout William F. Gifford, Jr.
Chief Executive Officer (since April 2020) and Director (since 2020) of Altria Group, Inc. (MO); age 54. Previously Vice Chairman & CFO (2018–2020) and EVP & CFO (2015–2018); joined Altria’s family of companies in 1994. Under his leadership in 2024, Altria delivered 3.4% adjusted diluted EPS growth to $5.12, returned $10.2B to shareholders, and raised the regular quarterly dividend (annualized $4.08 as of 12/31/24) . The Board maintains an independent Chair and runs executive sessions of independent directors at every regular meeting (mitigating dual-role concerns) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Altria Group, Inc. | Chief Executive Officer | 2020–present | Oversaw 2024 EPS growth, dividend increase, $10.2B capital returns; launched “Optimize & Accelerate” and advanced smoke‑free initiatives . |
| Altria Group, Inc. | Vice Chairman & Chief Financial Officer | 2018–2020 | Senior leadership of finance and enterprise strategy . |
| Altria Group, Inc. | EVP & Chief Financial Officer | 2015–2018 | Corporate finance leadership . |
| Altria family of companies | Senior roles | 1994–2015 | Various senior leadership positions across the enterprise . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Anheuser‑Busch InBev SA/NV | Director | 2016–Apr 2023 | Prior public company directorship . |
| Society of St. Vincent de Paul (Richmond Council) | Board/Trustee | N/A | Community service . |
| Catalyst Inc. | Prior board service | N/A | Previously served . |
Fixed Compensation
Multi-year CEO compensation (Summary Compensation Table):
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $1,333,333 | $1,350,000 | $1,433,333 |
| Stock Awards (grant date fair value) | $6,500,044 | $6,600,049 | $7,230,041 |
| Annual Incentive (cash) | $2,580,000 | $2,730,000 | $3,270,000 |
| Long-Term Incentive Plan (cash) | $5,570,000 | $3,990,000 | $3,740,000 |
| Change in Pension Value | — | $3,630,508 | $10,866,155 |
| All Other Compensation | $216,323 | $228,071 | $249,083 |
| Total | $16,199,700 | $18,528,628 | $26,788,612 |
Notes:
- 2024 salary year-end $1,450,000 (+7.4% YoY) .
- Perquisites include required use of company aircraft (personal allowance $100,000 in 2024) and online personal data removal for security .
Performance Compensation
Annual Incentive (2024 structure and outcome)
- Target bonus: 170% of salary; actual payout $3,270,000 (133% of target) .
- Company performance metrics and results:
| Metric | Weight | 2024 weighted rating contribution |
|---|---|---|
| Adjusted Diluted EPS | 30% | 30.00% |
| Adjusted Discretionary Cash Flow | 25% | 31.15% |
| Total Adjusted OCI | 30% | 27.05% |
| Strategic Initiatives | 15% | 18.00% |
| Total Business Performance Rating | — | 106% |
- Individual performance multiplier (CEO): 125% (range 0–175%) .
Long-Term Incentives
- Equity awards (2024 grants): $7,230,041; 50% RSUs / 50% PSUs; 3-year vesting; RSUs pay dividend equivalents in cash; PSUs accrue dividend equivalents until payout .
- 2024 PSU design: 75% Adjusted Diluted EPS growth + 25% Cash Conversion, with Relative TSR modifier ±20% vs S&P 500 Food, Beverage & Tobacco Index; payout cap 200% .
- 2022 PSU cycle (paid Feb 2025): Final rating 98%; shares delivered: 48,911 .
| PSU Cycle | PSUs Granted | PSU Performance Rating | Shares Delivered |
|---|---|---|---|
| 2022–2024 | 49,909 | 98% | 48,911 |
- LTIP (cash) design: 3-year cycles; 50% on same financial measures/TSR framework as PSUs; 50% on strategic milestones (0–130%); overall 0–165% .
- 2022–2024 LTIP payout: Business performance rating 109%; CEO award $3,740,000 .
| LTIP Cycle | Target ($) | Business Performance Rating | Actual Award ($) |
|---|---|---|---|
| 2022–2024 | $3,431,341 | 109% | $3,740,000 |
- 2024–2026 LTIP target: 260% of salary (prorated $3,755,766) .
Equity Ownership & Alignment
- Beneficial ownership (2/28/2025): 402,078 shares; each director/officer individually <1% of shares outstanding .
- Unvested equity outstanding (12/31/2024):
| Grant | Type | Units Unvested | Market/Payout Value | Vest/Pay Date |
|---|---|---|---|---|
| 2/27/2024 | RSU | 88,718 | $4,639,064 | 2/26/2027 |
| 2/27/2023 | RSU | 70,311 | $3,676,562 | 2/26/2026 |
| 2/24/2022 | RSU | 78,396 | $4,099,327 | 2/27/2025 |
| 4/16/2020 | RSU | 51,540 | $2,695,027 | 4/16/2025 |
| 2/27/2024 | PSU (target) | 85,883 | $4,490,822 (at target) | 2027 (after performance) |
| 2/27/2023 | PSU (target) | 67,013 | $3,504,110 (at target) | 2026 (after performance) |
| 2/24/2022 | PSU (target) | 49,909 | $2,609,742 (at target) | 2025 (after performance) |
Additional alignment features:
- Executive stock ownership requirement: Band A = 12x salary; all NEOs satisfied as of 12/31/2024; must hold shares until compliant; unvested RSUs count; unvested PSUs do not .
- Hedging and pledging of Altria stock are prohibited for directors and executive officers .
- Stock vested during 2024: 127,126 shares realized value $5,199,453 .
Employment Terms
| Term | Details |
|---|---|
| Employment agreement | None; executives employed at-will; no individual tax gross-ups; no single-trigger CIC; robust clawbacks . |
| Non-compete/confidentiality | Executives are subject to confidentiality and non-compete agreements . |
| Severance (involuntary, 12/31/2024 scenario) | CEO: $1,784,615; plan provides up to 64 weeks based on service for salaried employees . |
| Change-in-control (double-trigger) | If successor fails to assume/replace awards or qualifying termination occurs post-CIC, estimated CEO total: $37,296,039 (unvested RSUs/PSUs, pro‑rated incentives) . |
| Death/Disability (12/31/2024 scenario) | Estimated CEO total: $37,073,039 . |
| Clawbacks | Dodd-Frank-compliant recovery for restatements; Dec 2024 policy expansion allows recovery for misconduct even without restatement . |
| Retirement benefits | Altria Retirement Plan present value $2,106,055; BEP pension present value $22,884,837; eligible for unreduced retirement (≥30 years service achieved 2024) . |
| Deferred comp | BEP DPS 2024 registrant contribution $108,833; 2024 earnings $19,374; year-end balance $825,692 . |
Board Governance (Director service, committees, independence)
- Director since 2020; current committee: Executive Committee (member) .
- Governance structure: Independent Chair (Kathryn McQuade); separate Chair/CEO roles; executive sessions of independent directors at every regular meeting .
- Independence: 10 of 11 director nominees are independent; CEO is non-independent as management .
- Board/committee attendance: Each director attended ≥75% of meetings in 2024; 100% director attendance at the 2024 Annual Meeting .
- Employee directors receive no additional director compensation .
Compensation Committee Analysis (process, peers, practices)
- Independent consultant: Meridian advises committee; assessed as independent; no other services to Altria in 2024 .
- Benchmarking: Compensation Survey Group includes large U.S.-focused consumer/health/CPG firms (e.g., PEP, KO, PG, MDLZ, KMB, KDP, KHC, HSY, PM) .
- Risk oversight: Program uses multiple metrics, caps, stock ownership/holding requirements, anti-hedging/pledging, and clawbacks; committee’s 2024 risk review found no incentives for excessive risk-taking .
- Say‑on‑pay: 95.1% support at 2024 Annual Meeting .
- Plan governance: 2025 Performance Incentive Plan proposes up to 25M shares (~1.5% dilution), double-trigger CIC, 12-month minimum vesting (limited exceptions) .
Performance Compensation (metric design snapshot)
| Incentive | Metric | Weight | Target/Payout mechanics | Vesting/Timing |
|---|---|---|---|---|
| Annual Incentive (2024) | Adjusted Diluted EPS | 30% | 0–130% business rating | Paid after FY; CEO 2024 individual multiplier 125% |
| Adjusted Discretionary Cash Flow | 25% | 0–130% business rating | ||
| Total Adjusted OCI | 30% | 0–130% business rating | ||
| Strategic Initiatives | 15% | 0–130% business rating | ||
| PSUs (2024–2026) | Adjusted Diluted EPS growth | 75% | 0–200% financial rating; TSR ±20% modifier | Shares vest after 3 years; dividends accrue/pay on shares earned |
| Cash Conversion | 25% | 0–200% financial rating; TSR ±20% modifier | ||
| LTIP (2024–2026) | Financial (same as PSU) | 50% | 0–200% financial rating; TSR ±20% modifier | Cash payout after 3 years |
| 2026 Strategic Milestones | 50% | 0–130% milestone rating |
Investment Implications
- Pay-for-performance alignment: Heavy weighting to PSUs/LTIP with multi-year EPS growth, cash conversion, and relative TSR control payout levels; robust clawbacks and anti-hedging/pledging enhance alignment .
- Limited CIC windfall risk: Double-trigger requirements and pro‑ration for incomplete cycles constrain extraordinary payouts; estimated CIC exposure as of 12/31/24 was ~$37.3M, largely tied to unvested equity and incentive targets .
- Vesting/supply dynamics: Material RSU and PSU vesting events in 2025–2027 (dates above) may create periodic selling needs, though CEO exceeds a 12x salary ownership guideline and must maintain holdings, reducing structural sell pressure .
- Retention/transition considerations: Eligibility for unreduced pension and significant defined benefit value can reduce retention risk but increases the value of staying through service/vesting horizons; severance is formulaic and not individually negotiated .
- Governance quality: Independent Chair, high say‑on‑pay support (95.1% in 2024), independent consultant, diversified peer benchmarking, and risk controls point to strong governance and consistency in compensation design .
Key fact checks:
- CEO 2024 target bonus 170% of salary; actual award $3.27M (133% of target) .
- 2024 equity grant $7.23M; 50% RSUs/50% PSUs; 3-year vesting .
- 2022–2024 LTIP payout 109% ($3.74M); 2022 PSU payout 98% (48,911 shares delivered) .
- Beneficial ownership 402,078 shares; hedging/pledging prohibited; 12x salary ownership requirement met .
- No employment agreement; double-trigger CIC; severance per plan; clawbacks strengthened in Dec 2024 .