André Calantzopoulos

About André Calantzopoulos

Chairman of the Board of Philip Morris International (PMI) since May 2024; previously Executive Chairman (May 2021–May 2024), CEO (2013–2021), and COO following PMI’s 2008 spin-off (prior roles at PMI since 1985). Age: 67. Director since 2013. Known for leading PMI’s transition toward smoke‑free products and technology- and science-led consumer focus .

Past Roles

Organization	Role	Tenure	Committees/Impact
Philip Morris International	Chairman of the Board	May 2024–present	Facilitates Board–management communication; presides over Board/Shareholder meetings; co-sets agendas with Lead Independent Director .
Philip Morris International	Executive Chairman	May 2021–May 2024	Leadership continuity post-CEO; strategic oversight of transformation .
Philip Morris International	Chief Executive Officer	2013–May 5, 2021	Drove smoke‑free strategy and consumer-centric transformation .
Philip Morris International	Chief Operating Officer	2008–2013	Post spin-off operating leadership .
Philip Morris International (regional roles)	President & CEO (pre-spin), Managing Director PM Poland, President Eastern Europe Region	1985–2008	Built deep operational/regional expertise .

External Roles

Organization	Role	Since	Notes
—	—	—	No other public company directorships disclosed in the proxy .

Board Governance

Independence: Not independent. The Board maintains a Lead Independent Director given his non-independent status .
Committees: Member, Science & Technology Committee (S&T) .
Committee activity: S&T met 4 times in 2024 .
Board activity/attendance: Board held 6 regular meetings in 2024; all director nominees then in office attended at least 80% of aggregate Board and committee meetings, and all nominees attended the 2024 Annual Meeting .
Governance balance: Lead Independent Director presides over executive sessions and is a member of all committees; Audit & Risk, Compensation, and Nominating & Corporate Governance Committees are fully independent .

Committee	Role	2024 Meetings	Notes
Science & Technology	Member	4	Oversees R&D portfolio, product quality/safety, IP strategy, and related risks .

Fixed Compensation

Structure for non-employee directors (2024 baseline): $125,000 annual cash retainer; $175,000 annual equity award; Audit & Risk Chair +$50,000; other committee chairs +$35,000; Lead Independent Director +$50,000; no meeting fees; no stock options .
Chairman (Calantzopoulos) specific:
- As employee (Executive Chairman) until May 8, 2024: 2024 employee compensation totaled $4,142,499, comprising base salary $404,304; holiday equivalent $287,098; stock awards (grant date fair value) $3,437,952; all other compensation $13,145; no pension accrual in 2024 .
- Upon becoming non-employee Chairman after May 8, 2024: annual cash retainer set at $525,000 (pro‑rated 2024 fees earned $340,385); same annual equity award as other non-employee directors .

2024 Component	Amount ($)	Notes
Employee base salary (through May 8, 2024)	404,304	Executive Chairman period .
Holiday equivalent payment (employee)	287,098	2024 employee compensation .
Employee stock awards (grant date fair value)	3,437,952	Equity as employee; see Performance Compensation .
All other employee compensation	13,145	2024 employee comp .
Chairman cash retainer (non-employee; pro‑rated)	340,385	Annual rate $525,000 .
Director annual equity award (non-employee)	175,036	2024 grant date fair value .
Perquisites as Chairman (assistant/office/driver/gifts)	49,009	Assistant $22,856; office $9,936; driver $600; gifts $15,617 .

Performance Compensation

As employee (Executive Chairman) for part of 2024: Equity award targeted at 315% of base salary, split 60% Performance Share Units (PSUs) and 40% Restricted Share Units (RSUs); no annual cash incentive eligibility .
PSU Metrics and Weighting (2024–2026 cycle): TSR (40%); currency-neutral CAGR of adjusted diluted EPS (30%); Sustainability Index (Product 20% + Operational 10%) (30%). PSU payout range 0–200% of target; RSUs are 3-year cliff vesting; awards generally granted in February .

PSU Metric (2024–2026)	Weight	Mechanics / Notes
Total Shareholder Return (TSR)	40%	Relative performance; Committee may apply adjustments for unusual items .
Adjusted diluted EPS CAGR (currency-neutral)	30%	Targets aligned to Board-approved plan .
Sustainability Index – Product	20%	KPIs on SFPs’ impact, cigarette phase-out, post-consumer waste .
Sustainability Index – Operational	10%	KPIs on climate, nature, supply chain, workplace .
RSUs (time-based)	—	Cliff vest after 3 years; quarterly dividend equivalents during vesting .

PMI does not use stock options for directors or NEOs; RSUs/PSUs preferred for alignment and lower dilution (2024 run rate 0.19%, year-end overhang 0.38%) .

Other Directorships & Interlocks

Company	Role	Committee Roles	Notes
—	—	—	No other public company directorships disclosed for Calantzopoulos .

Expertise & Qualifications

Deep PMI and industry expertise; led smoke‑free transformation and evolution to consumer-centric, technology- and science-driven business .
Board leadership continuity during CEO transition; strong Board–management liaison role as Chair .

Equity Ownership

Holder	Shares Beneficially Owned	% of Outstanding	Notes
André Calantzopoulos	959,761	<1%	Includes 398,412 shares held by spouse, for which beneficial ownership is disclaimed .
Policy alignment	—	—	Director share retention: must hold ≥5x annual cash retainer; anti‑hedging and anti‑pledging policies for directors/officers .

Governance Assessment

Independence/structure: Non-independent Chair is a structural red flag mitigated by a robust Lead Independent Director with broad authority and membership on all committees; key committees (Audit & Risk, Compensation, Nominating & Governance) are fully independent .
Engagement: All nominees then in office achieved ≥80% attendance in 2024; S&T (his committee) met 4 times; Board met 6 times, indicating regular cadence and oversight .
Pay/Alignment: As Executive Chairman, equity-heavy package (315% of base, 60% PSUs/40% RSUs) aligned to multi-year performance; as non-employee Chairman, pay shifts to fixed cash retainer ($525k) plus standard director equity ($175k), with strong retention and anti-hedging/pledging requirements .
Ownership: Significant beneficial ownership with spousal holdings disclaimed; <1% of shares outstanding individually; directors subject to 5x retainer holding requirement .
Conflicts/Related Parties: No related-person transactions disclosed for Calantzopoulos; company policy requires Governance Committee review of any such transactions; example disclosed relates to another officer’s spouse, not Calantzopoulos .
Shareholder feedback: Company’s 2024 say‑on‑pay support improved to 92.88% following engagement and program changes—supportive of governance confidence during and after his executive tenure .

RED FLAGS

Non‑independent Chair (ongoing). Monitoring needed for continued robust Lead Independent Director role and independence of key committees .
Concentration risk: As former CEO and current Chair, influence concentration warrants continued attention to Board refreshment and committee independence; Board reports meaningful refreshment and independent committee structures .

Potential Conflict Controls

Anti‑hedging/pledging prohibitions for directors; majority vote standard in uncontested elections; proxy access; double‑trigger CIC vesting; clawback policy .
Related‑party transaction policy with Governance Committee oversight and prohibition of transactions not in company/shareholder best interests .

Notes on Director Compensation (Benchmark)

Element	Amount / Policy
Annual director cash retainer	$125,000 .
Annual director equity	$175,000 (stock) .
Chairman (non-employee) cash retainer	$525,000 (pro‑rated to $340,385 in 2024 for Calantzopoulos) .
Lead Independent Director retainer	$50,000 .
Committee Chair retainers	Audit & Risk $50,000; others $35,000 .
Meeting fees	None .
Share retention (directors)	Must hold ≥5x annual cash retainer .