Lisa Hook
Lead Independent Director at PM
Board
About Lisa A. Hook
Lisa A. Hook, age 67, has served on Philip Morris International’s board since 2018 and is the current Lead Independent Director, with responsibilities that include presiding over executive sessions, liaising between the CEO and independent directors, reviewing agendas, and being available to major shareholders . She is a Managing Partner at Two Island Partners LLC and qualifies as an Audit Committee financial expert, bringing CEO experience from Neustar and deep expertise in cybersecurity, data privacy, and digital transformation relevant to PMI’s consumer-centric strategy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Neustar, Inc. | President & CEO; President & COO; Director | CEO 2010–2018; COO 2008–2010; Director 2010–2019 | Led a public information services company with cloud-based workflow solutions for marketing, risk, and security analytics; board leadership experience |
| Sunrocket, Inc. | President & CEO | 2006–2007 | Led cloud-based voice communications firm |
| America Online Inc. | Executive positions | 2001–2004 | Senior operating roles in online services |
| Brera Capital Partners | Partner | Not disclosed | Private equity investing |
| Alpine Capital Group, LLC | Managing Director | Not disclosed | Investment banking |
| Time Warner, Inc. | Executive | Not disclosed | Media operations |
| FCC (Chairman’s Office) | Legal Advisor | Not disclosed | Telecommunications regulatory expertise |
| Viacom International, Inc. (Cable Group) | General Counsel | Not disclosed | Media regulatory/legal leadership |
External Roles
| Organization | Role | Public/Private | Tenure | Notes |
|---|---|---|---|---|
| Fidelity National Information Services, Inc. (FIS) | Director | Public | Current | Global leader in banking and payment solutions |
| Nokia Corporation | Director | Public | Current | Technology leader across mobile, fixed, and cloud networks |
| Zayo Group | Director | Private | Current | U.S. communications infrastructure provider |
| National Security Telecommunications Advisory Committee | Member | Government advisory | Since 2012 | Appointed under President Obama; ongoing service |
| RB Global, Inc. (Ritchie Bros) | Director | Public | 2021–2023 | Asset management/disposition; NYSE-listed |
| Ping Identity Holding Corp. | Director | Public | 2019–2022 | Digital identity solutions |
| Partners Group Holding AG | Director | Public | 2020–2021 | Global asset management |
| Unisys Corporation | Director | Public | 2019–2021 | Global IT company |
| RELX PLC/NV | Senior Independent Director | Public | 2006–2016 | Information solutions providers |
| Covad Communications | Director | Public (historic) | Not disclosed | Telecom |
| Time Warner Telecom, Inc. | Director | Public (historic) | Not disclosed | Telecom |
Board Governance
| Committee | Role | Financial Expert | Meetings in 2024 |
|---|---|---|---|
| Audit & Risk | Member | Yes | 8 |
| Compensation & Leadership Development | Member | N/A | 5 |
| Nominating & Corporate Governance | Member | N/A | 4 |
| Science & Technology | Member | N/A | 4 |
- Independence: The Board determined Ms. Hook is independent under NYSE standards and PMI’s categorical independence guidelines .
- Lead Independent Director: Member of all Board committees with defined LID responsibilities (executive sessions, agenda review, CEO liaison, shareholder consultation) .
- Attendance and engagement: The Board held 6 regular meetings in 2024; all nominees then in office attended at least 80% of the aggregate Board and committee meetings on which they served, and all attended the 2024 Annual Meeting .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 125,000 | Standard non-employee director cash retainer |
| Lead Independent Director cash retainer | 50,000 | Additional cash retainer for LID service |
| Committee chair cash retainers | 0 | Not a committee chair; chair fees apply only to chairs |
| Committee member retainers | 0 | None; PMI does not pay committee member retainers |
| Meeting fees | 0 | None |
| All other compensation | 228 | Group term life insurance premium |
| Total cash fees actually paid (2024) | 175,000 | Reflects annual + LID retainers |
| 2024 Director Compensation (as reported) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 175,000 |
| Stock Awards (grant-date fair value) | 175,036 |
| All Other Compensation | 228 |
| Total | 350,264 |
Performance Compensation
| Grant Type | Grant Date | Shares Granted | Fair Value ($) | Deferral Election | Notes |
|---|---|---|---|---|---|
| Annual equity award (common stock) | May 2024 | 1,789 | 175,036 | Yes (deferred shares held) | Non-employee directors may elect to defer; Ms. Hook held 16,913 deferred shares as of 12/31/2024 |
- Program features: Equity-based compensation aligns interests; no stock options; directors may defer share awards and cash retainers into unfunded accounts including a PMI stock-equivalent choice .
- Share retention: Directors may not sell shares received from annual awards unless they maintain holdings of at least five times the annual cash retainer; anti-hedging and anti-pledging policies apply to directors .
Other Directorships & Interlocks
| Organization | Relationship to PMI | Potential Interlock/Conflict Observation |
|---|---|---|
| FIS (payments) | Unrelated industry | No supplier/customer relationship disclosed; Board reviews time commitments and independence annually |
| Nokia (networks) | Unrelated industry | No related-person transactions involving Ms. Hook disclosed; policy mandates review and approval of any RPTs |
| Zayo (infrastructure) | Unrelated industry | Private company; no PMI interlock disclosed |
Expertise & Qualifications
- Recognized Audit Committee financial expert; financially literate per Board determination .
- CEO and senior executive background; deep expertise in cybersecurity, data privacy, digital identity, and digital transformation, aligned with PMI’s consumer-centric, highly digitalized business model .
- Broad governance experience across multiple public company boards; legal/regulatory experience via FCC and Viacom .
Equity Ownership
| Measure | Amount | As-of Date | Notes |
|---|---|---|---|
| Beneficial ownership (shares) | 17,300 | March 14, 2025 | Less than 1% of outstanding shares; includes deferred stock |
| Deferred shares included in beneficial ownership | 17,260 | March 14, 2025 | Deferred stock component of beneficial holdings |
| Deferred shares to be issued (dividend) | 152 | April 10, 2025 (scheduled) | Estimated using closing price $151.88 on 3/14/2025 |
| Deferred shares held (separate disclosure) | 16,913 | December 31, 2024 | Deferred shares from 2017 Director Stock Plan elections |
| Shares outstanding (PMI) | 1,556,488,205 | March 14, 2025 | Used for ownership % calculation |
| Ownership as % of shares outstanding | ≈0.0011% | March 14, 2025 | 17,300 ÷ 1,556,488,205 |
- Policy alignment: Director share retention requirement is ≥5× annual cash retainer; using the proxy’s $151.88 closing price for estimates, her holdings’ indicative value would exceed this threshold, supporting alignment (17,300 × $151.88 ≈ $2.6M vs. $625k requirement) .
Governance Assessment
- Board effectiveness: As Lead Independent Director and member of all committees, with Audit Committee financial expert designation, Hook strengthens board oversight across financial reporting, risk, compensation, and product/technology domains; committee meeting cadence (Audit 8; Compensation 5; Nom-Gov 4; Science & Tech 4) indicates active engagement and oversight .
- Independence & attendance: Board confirmed independence; all nominees then in office achieved ≥80% attendance across Board and committee meetings; Board held six regular meetings in 2024 .
- Compensation alignment: Director pay is balanced and straightforward (approx. 50/50 cash/equity in 2024), with strong share retention and anti-hedging/pledging policies; no options or meeting fees reduce misalignment risks .
- Ownership alignment: Beneficial ownership and deferred share elections provide ongoing exposure to PMI equity; indicative holdings value suggests compliance with retention thresholds based on proxy’s price reference .
- Conflicts and related-party exposure: Proxy discloses one related-person transaction unrelated to Ms. Hook; no related-person transactions involving Ms. Hook were disclosed, and the Governance Committee oversees all such matters under a formal policy .
- Time commitments/overboarding: PMI policy requires review of director time commitments and sets thresholds (special review if >5 public boards; additional thresholds for LID/Chairs >4 boards; audit committee members >3 audit committees); Ms. Hook currently serves on two other public boards (FIS, Nokia) in addition to PMI, within policy parameters; Board annually assesses effectiveness and independence .
RED FLAGS: None disclosed specific to Ms. Hook in the proxy—no related-party transactions, no hedging/pledging (prohibited), and external board service appears within PMI’s overboarding thresholds, though continued monitoring of cumulative commitments is prudent given LID responsibilities .