Robert Polet
Philip Morris InternationalAbout Robert B. Polet
Robert B. Polet, 69, is an independent director of Philip Morris International (PMI) and has served on the Board since 2011. He is a member of the Compensation & Leadership Development Committee and the Science & Technology Committee. His background includes serving as President, CEO and Chairman of Gucci Group and 26 years in executive roles at Unilever; he currently chairs Arica Holding B.V. and SFMS B.V.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gucci Group | President, CEO and Chairman of the Management Board | 2004–2011 | Led multiple global luxury brands (Gucci, Bottega Veneta, YSL, etc.) |
| Unilever Group | Various executive roles (incl. President, Worldwide Ice Cream & Frozen Foods; Chairman, Unilever Malaysia; EVP, European Home & Personal Care) | 26 years (dates not all specified) | Oversaw major CPG businesses and global markets |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Arica Holding B.V. | Chairman | Since 2018 | Parent holding company of SFMS B.V. |
| SFMS B.V. | Chairman | Since 2018 | Retail consumer staples company |
| Rituals Cosmetics Enterprise B.V. | Former Chairman | 2017–2023 | Retail cosmetics |
| Safilo Group S.p.A. (public) | Director (formerly Chairman 2011–2017) | Current; Chairman 2011–2017 | Italian publicly held eyewear company |
| RELX PLC and RELX NV (public) | Non-Executive Director | 2007–2016 | Providers of information solutions |
| William Grant & Sons Ltd. (private) | Director (Senior Independent Director most recently) | 2011–2022 | Premium spirits company |
Board Governance
- Independence: The Board determined Mr. Polet is independent under NYSE standards.
- Committee assignments (2024–2025): Compensation & Leadership Development (member); Science & Technology (member).
- Committee activity levels (2024): Compensation Committee met 5 times; Science & Technology Committee met 4 times.
- Board attendance: In 2024, all nominees (including Mr. Polet) attended at least 80% of aggregate Board and committee meetings; all then-serving nominees attended the 2024 Annual Meeting. The Board held 6 regular meetings in 2024.
- Lead independent oversight and executive sessions: PMI holds regular executive sessions led by the Lead Independent Director; independent directors meet in executive session without management.
- Related-party safeguards: The Governance Committee oversees related person transactions; no related person transaction is disclosed for Mr. Polet.
- Overboarding policy: Board reviews directors with extensive external commitments; thresholds include >5 public boards for directors and specific limits for committee chairs. Mr. Polet’s public board service is within policy.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $125,000 | Standard non-employee director cash retainer |
| Committee member retainers | $0 | No committee member retainers; chairs receive additional fees (not applicable to Polet) |
| Meeting fees | None | No meeting fees |
| Other cash (Chair/Lead Independent Director premiums) | N/A | Not applicable to Polet |
| All Other Compensation | $228 | Group term life insurance premium |
2024 reported totals for Mr. Polet:
| Item | $ Amount |
|---|---|
| Fees Earned or Paid in Cash | $125,000 |
| Stock Awards (grant date fair value) | $175,036 |
| All Other Compensation | $228 |
| Total | $300,264 |
Performance Compensation
| Compensation Element | Structure | Performance Metrics |
|---|---|---|
| Equity Awards (Directors) | Annual grant of PMI common stock (non-employee directors received 1,789 shares in May 2024) | No performance metrics; no stock options; subject to share retention requirement |
Notes:
- Directors receive equity as outright shares; PMI does not grant stock options to non-employee directors.
- Director annual equity award level is $175,000 (grant-date fair value), separate from executive PSU/RSU programs.
- Anti-hedging and anti-pledging policies apply to directors.
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Safilo Group S.p.A. | Public | Director (Chairman 2011–2017) | No PMI-related transaction interlock disclosed in proxy; unrelated industry (eyewear) |
| RELX PLC / RELX NV | Public | Former NED (2007–2016) | No PMI interlock disclosed |
| William Grant & Sons Ltd. | Private | Former Director (Senior Independent) | No PMI interlock disclosed |
Expertise & Qualifications
- Global CPG and luxury brand leadership: CEO/Chair experience at Gucci; extensive international operating experience at Unilever.
- Governance and talent: Serves on Compensation & Leadership Development Committee; brings consumer, marketing and retail insights to Science & Technology oversight relevant to smoke‑free products.
Equity Ownership
| Holder | Beneficial Ownership (as of Mar 14, 2025) | % of Shares Outstanding | Notes |
|---|---|---|---|
| Robert B. Polet | 27,644 shares | <1% | Beneficial ownership for each director/NEO is <1% |
| Director Deferred Shares (2024 table) | Not listed for Polet | — | Deferred share table lists other directors (not Mr. Polet) |
Ownership alignment mechanisms:
- Director share retention: Directors must retain at least 5x the annual cash retainer in PMI shares (post-grant, net of tax) to sell shares received from annual awards.
- Anti-hedging/pledging: Directors prohibited from pledging, hedging or short-selling PMI stock.
Governance Assessment
- Strengths: Longstanding independent status; active membership on key committees (Compensation & Leadership Development; Science & Technology) with robust 2024 meeting cadence; strong attendance norms; clear anti-hedging/pledging and share retention rules enhancing alignment; no related-person transactions disclosed for Polet.
- Alignment and incentives: Director pay is balanced between cash retainer and equity; equity is in full-value shares with retention requirements; no options or performance metrics reduce risk of misaligned short-term incentives.
- Potential watch items: Tenure since 2011 may prompt refreshment scrutiny by some investors, though Board overall emphasizes refreshment and majority independence; Say-on-Pay approval improved to 92.88% in 2024, signaling broader investor support for compensation governance.