Bonin Bough
Director at PM
Board
About Bonin Bough
Bonin Bough (age 47) is an independent director of Philip Morris International (PMI) since 2021, serving on the Audit & Risk Committee (financially literate) and the Science & Technology Committee. He is Founder & Chief Growth Officer of Diligence, LLC (Bonin Ventures) and Chief Growth Officer at Triller, with prior senior marketing, media, and digital roles at Mondelēz, Kraft Heinz, SheaMoisture, and PepsiCo, bringing expertise in e-commerce, innovative technologies, and brand acceleration to PMI’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PepsiCo, Inc. | Chief Digital Officer | 2008–2012 | Led digital strategy and consumer engagement across global brands |
| Mondelēz International, Inc. | Chief Media & E-Commerce Officer; VP Global Media & Consumer Engagement | 2012–2016 | Drove media, e-commerce, and consumer engagement initiatives globally |
| The Kraft Heinz Company | VP Global Media & Consumer Engagement | 2012–2015 | Built global media and consumer engagement programs |
| SheaMoisture | Chief Growth Officer | 2016–2017 | Accelerated brand growth in personal care |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Diligence, LLC (Bonin Ventures) | Founder & Chief Growth Officer | Since 2014 | Focused on accelerating growth of innovative startups |
| Triller | Chief Growth Officer | Since 2020 | Global social media platform leadership |
Board Governance
- Committees: Audit & Risk Committee (member; financially literate) and Science & Technology Committee (member) .
- Independence: Determined independent under NYSE standards; no material relationship with the Company .
- Attendance: In 2024, all nominees attended at least 80% of aggregate Board and committee meetings and attended the 2024 Annual Meeting; Board held 6 regular meetings, Audit & Risk met 8 times, Science & Technology met 4 times .
- Audit & Risk remit includes ERM, cybersecurity/data privacy/AI risk oversight, compliance, internal audit, tax, insurance, and non-financial disclosures; Science & Technology oversees R&D strategy for smoke-free products and Wellness & Healthcare pipeline and related risks .
Fixed Compensation
| Component | Amount/Terms | Citation |
|---|---|---|
| Annual cash retainer (non-employee directors) | $125,000 | |
| Committee chair retainers | Audit & Risk Chair $50,000 (effective Jun 6, 2024); Other Committee Chairs $35,000 | |
| Lead Independent Director retainer | $50,000 | |
| Meeting fees / Committee member retainers | None | |
| Stock options | None | |
| 2024 cash fees (Bonin Bough) | $125,000 | |
| 2024 other compensation (Bonin Bough) | $228 (group term life premium) |
Performance Compensation
PMI’s non-employee directors receive annual equity grants in the form of common shares; there are no director stock options or director PSUs tied to performance measures.
| Metric | 2024 Grant | Citation |
|---|---|---|
| Annual equity award (policy level) | $175,000 grant-date fair value | |
| Shares granted (May 2024) | 1,789 shares to each non-employee director then in office | |
| 2024 stock award (Bonin Bough) | $175,036 grant-date fair value | |
| Deferred shares (Bonin) as of Dec 31, 2024 | 8,653 deferred shares | |
| Director share retention requirement | Must retain shares ≥ 5× annual cash retainer; anti-hedging and anti-pledging apply |
Other Directorships & Interlocks
| Company | Type | Role | Tenure | Notes |
|---|---|---|---|---|
| SITO Mobile Ltd. | Public | Director | 2018–2020 | Mobile advertising platform; prior public board experience |
Expertise & Qualifications
- Marketing and retail expertise; information technology and cybersecurity; operations and business continuity; senior executive leadership exposure .
- Brings entrepreneurial experience in e-commerce, innovative technologies, and brand acceleration; designated “financially literate” for Audit & Risk .
Equity Ownership
| Item | Value | Citation |
|---|---|---|
| Beneficial ownership (Bonin Bough) as of Mar 14, 2025 | 8,832 shares (includes deferred stock; group <1% of outstanding) | |
| Deferred stock included (footnote) | 8,831 deferred shares included in beneficial ownership | |
| Shares outstanding (record date) | 1,556,488,205 | |
| Anti-hedging/anti-pledging policy | Hedging and pledging prohibited for directors | |
| Director share retention requirement | Must maintain ≥ 5× cash retainer in PMI shares before disposing of award shares |
Governance Assessment
- Board effectiveness: Active membership on Audit & Risk and Science & Technology aligns with PMI’s transformation, contributing to oversight of financial integrity, ERM, cybersecurity/AI risk, and smoke-free product R&D; Bough is financially literate, enhancing committee effectiveness .
- Independence and attendance: Independent status, strong attendance expectations met by all nominees in 2024, and participation in annual meeting support investor confidence in board engagement .
- Compensation alignment: Director pay is balanced toward equity (policy $175k shares vs. $125k cash), with strict share retention (≥5× retainer) and anti-hedging/pledging—clear alignment mechanisms; Bough’s 2024 total director compensation was $300,264 (cash $125,000; stock $175,036; other $228) .
- Ownership and skin-in-the-game: Beneficial ownership of 8,832 shares including deferred stock, underpinned by retention requirement; ownership is <1% of outstanding (typical for outside directors) but retention rules and equity-heavy pay bolster alignment .
- Conflicts and related-party exposure: PMI maintains a formal Related Person Transactions policy with $120,000 threshold and Governance Committee oversight; no related-party transactions disclosed involving Bough. Anti-conflict guidance in Corporate Governance Guidelines further mitigates risk; one related-party employment disclosure pertains to an officer’s spouse (not related to Bough), ratified by CEO and Governance Committee .
- RED FLAGS: None disclosed specific to Bough (no pledging/hedging, no related-party dealings, no overboarding concerns noted). PMI’s director overboarding policy and Governance Committee review of additional directorships provide safeguards against time-commitment conflicts .
Net assessment: Bough’s digital/marketing expertise and committee roles support PMI’s smoke-free transformation and ERM oversight. Compensation and ownership policies enhance alignment, and absence of disclosed conflicts supports board quality. Continued monitoring of external operational roles (e.g., Triller) under PMI’s overboarding/conflict policies remains prudent .