Michel Combes
Director at PM
Board
About Michel Combes
Independent director of Philip Morris International (PMI) since 2020; age 62. He chairs PMI’s Audit & Risk Committee and serves on the Nominating & Corporate Governance Committee; the Board designates him as an “audit committee financial expert.” The Board affirmed his independence under NYSE standards and stated that in 2024 all nominees attended at least 80% of aggregate Board and committee meetings (Board held 6 regular meetings) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Forgelight LLC | Partner | Since May 2024 | Investor/operator focus in media and consumer tech |
| Claure Group LLP | Executive Vice President | Oct 2022 – May 2024 | Senior investment leadership |
| SoftBank Group International | President; then CEO | Apr 2020 – Jan 2022; Jan 2022 – Jun 2022 | Oversaw portfolio companies |
| Sprint Corporation | CFO; President; CEO; Director | 2018–2020 (various) | Led merger-stage operations and finance |
| Altice Group; SFR Group | COO; CEO (Altice); Chairman & CEO (SFR) | 2015–2017 | Telecom turnaround leadership |
| Alcatel‑Lucent | CEO | 2013–2015 | Global restructuring |
| Vodafone Europe | CEO | 2008–2012 | Pan‑European ops leadership |
| TDF Group; France Telecom; French Government | Chairman & CEO; EVP; various roles | n/a | Senior operating and policy experience |
External Roles
| Company | Role | Since | Notes |
|---|---|---|---|
| Etisalat UAE (e&) | Director | Mar 2021 | Public, UAE |
| F5, Inc. | Director | Oct 2023 | Public, U.S. (formerly F5 Networks) |
| Eutelsat Communications S.A. | Director | Feb 2025 | Public, France (satellite communications) |
| Connect Parent Corporation | Director | Aug 2024 | Private |
| E‑Space | Director | Jan 2023 | Private |
| V.tal | Director | Nov 2022 | Private |
| Swile SAS | Director | Oct 2021 | Private |
| Selected prior public boards | Director | Various | MTS (2013–2018), Sprint (2018–2020), Altice N.V./Altice USA (2016–2017), F5 Networks (2018–2021), Assystem SA (2018–2023), Contentsquare (2021–2023), WeWork (2020–2022), SoFi (2021–2022) |
Board Governance
| Item | Details |
|---|---|
| Independence | Board determined Michel Combes is independent under NYSE standards |
| PMI Committees | Audit & Risk (Chair); Nominating & Corporate Governance (Member) |
| Audit & Risk Committee mandate | Oversees financial reporting integrity, ERM, compliance, internal audit, independent auditors, and risks including cybersecurity, data privacy, AI, tax, insurance, pensions |
| Nominating & Corporate Governance mandate | Board composition/refreshment, independence, director time commitments/overboarding, related‑party transactions oversight, governance and sustainability oversight |
| 2024 meeting cadence | Board: 6 regular meetings; Audit & Risk: 8; Nominating & Corporate Governance: 4 |
| Attendance | In 2024, all nominees attended ≥80% of aggregate Board and committee meetings; all nominees attended the 2024 Annual Meeting |
| Financial expertise | Board designated Combes as an “audit committee financial expert” |
| Overboarding policy | Review of time commitments; thresholds include: >5 public boards (directors), >3 audit committees (audit members), and >4 public boards if serving as Chairman/Committee Chair/Lead Independent Director triggers review. Combes’ roles appear within these thresholds |
Fixed Compensation
| Component | 2024 PMI Non‑Employee Director Program | Source |
|---|---|---|
| Annual cash retainer | $125,000 | |
| Audit & Risk Chair cash retainer | $50,000 (increased from $35,000 effective Jun 6, 2024) | |
| Other committee chair retainer | $35,000 | |
| Lead Independent Director retainer | $50,000 | |
| Committee member retainers | None | |
| Meeting fees | None | |
| Stock options | None |
| 2024 Amounts Paid to Michel Combes | USD | Notes |
|---|---|---|
| Fees earned or paid in cash | $168,463 | Includes prorated $43,463 for Audit & Risk Chair service from June |
| All other compensation | $228 | Group term life premiums |
| Total cash/other | $168,691 | Calculation from table |
Performance Compensation
PMI does not use performance-based equity for non-employee directors; directors receive an annual equity grant (RSUs), with anti-hedging/anti-pledging and share-retention requirements.
| Equity Element (2024) | Value / Shares | Terms |
|---|---|---|
| Annual equity award (RSUs) to Combes | $175,036; 1,789 shares granted in May 2024 | Standard annual grant to non-employee directors |
| Deferred shares (director elections) | Combes held 8,003 deferred shares as of Dec 31, 2024 | Under PMI’s 2017 Stock Compensation Plan for Directors |
| Anti-hedging / anti-pledging | Prohibited for directors | |
| Director share retention | Must retain PMI shares equal to at least 5x annual cash retainer |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public boards | Etisalat UAE (since 2021), F5, Inc. (since 2023), Eutelsat Communications S.A. (since 2025) |
| Prior public boards | MTS, Sprint, Altice N.V./Altice USA, F5 Networks, Assystem SA, Contentsquare, WeWork, SoFi |
| Potential interlocks/conflicts | PMI’s Governance Committee reviews director time commitments and related-person transactions; Combes serves as PMI Audit & Risk Chair while on three other public boards, which is within PMI’s overboarding thresholds and subject to ongoing Governance Committee oversight |
Expertise & Qualifications
- Former CEO/CFO across large, multinational telecom and digital communications firms; extensive international markets experience in highly regulated industries .
- Audit committee financial expert; brings insights in cybersecurity, innovation, and consumer centricity .
- Experience overseeing ERM and complex transformation programs aligns with PMI’s Audit & Risk Committee remit (cybersecurity, data privacy, AI, illicit trade, tax, insurance, pensions) .
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial ownership (Mar 14, 2025) | 9,201 shares |
| Included deferred stock (Mar 14, 2025) | 8,167 shares |
| Deferred shares to be issued (Apr 10, 2025 est.) | 72 shares |
| Director retention/hedging | Must hold ≥5x cash retainer; anti-hedging/anti-pledging applies |
Governance Assessment
- Strengths: Independent director with deep CFO/CEO experience; designated audit committee financial expert; chairs Audit & Risk with robust scope (financial reporting integrity, ERM, cybersecurity/AI); independence affirmed; attendance expectations met; director equity alignment via retention and anti-hedge/pledge policies .
- Alignment: Holds 9,201 PMI shares (including deferred), and must maintain ≥5x cash retainer in shares, enhancing long-term alignment .
- Time-commitment risk: Serves on three other public company boards while chairing PMI’s Audit & Risk; still within PMI’s overboarding thresholds, with Governance Committee charged to review time commitments and effectiveness; no disclosure of impairment similar to the explicit Temperley note (for whom the Board assessed 4 audit committees) .
- Conflicts/Related-party exposure: PMI’s related-person transactions section disclosed a transaction involving another executive’s family member; no Combes-specific related-person transactions were disclosed .
- Shareholder sentiment context: 2024 Say-on-Pay support rose to 92.88% following investor engagement and program changes, signaling improved investor confidence in compensation governance (Board oversight context) .
Director Compensation (Michel Combes – 2024)
| Component | USD | Detail |
|---|---|---|
| Cash fees | $168,463 | Includes prorated Audit & Risk Chair retainer from June |
| Equity (RSUs) | $175,036 | 1,789 shares granted May 2024 |
| Other | $228 | Group term life premium |
| Total | $343,727 | Sum of above |
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited for directors (mitigates alignment risk) .
- Related-party transactions: None disclosed for Combes (monitor annually) .
- Overboarding: Policy-driven oversight of time commitments; Combes’ multiple seats are within thresholds but warrant ongoing monitoring given Audit & Risk Chair workload .
Policy & Process Notes (Board-Level)
- Governance Committee reviews director independence, time commitments, related-person transactions, and director compensation; oversees political contributions and sustainability governance .
- Audit & Risk Committee covers cybersecurity and data governance/AI risks; in 2024, cybersecurity updates were provided three times to the Audit & Risk Committee and once to the full Board .
Insider Trades and Section 16 Compliance
- PMI disclosed that all required Section 16 filings for 2024 were timely except for two instances not involving Combes; no Combes-related delinquencies noted .