Shlomo Yanai
Director at PM
Board
About Shlomo Yanai
Independent director since 2021 (age 72), Chair of the Science & Technology Committee and member of the Nominating & Corporate Governance Committee at Philip Morris International (PMI). Background includes CEO roles in pharmaceuticals (Teva; Adama), board chairmanships (Cambrex; Lumenis), and a 32‑year career in the Israeli Defense Forces (retired as Major General), positioning him with deep science, regulatory, and product development expertise relevant to PMI’s smoke‑free strategy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Teva Pharmaceutical Industries Ltd. | President & CEO | 2007–2012 | Led large-scale pharma operations and strategy |
| Adama Industries (global crop protection) | CEO | 2002–2006 | Operational and product leadership in regulated markets |
| Cambrex Corp. | Chairman | 2013–2019 | Oversight of CDMO growth and governance |
| Moelis & Company | Senior Advisor | Since 2016 | Strategic advisory experience |
| Israeli Defense Forces | Various leadership roles; retired Major General | 32 years; Medal of Valor (1973) | Strategic leadership and risk management |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Lumenis Ltd. (medical devices) | Chairman of the Board | Since 2020 | Healthcare technology oversight |
| Amneal Pharmaceuticals, Inc. (public) | Director | Current | Member, Compensation Committee |
| W.R. Grace & Co. (public) | Director | Until Oct 2021 | Specialty chemicals governance |
| Protalix Biotherapeutics, Inc.; PDL BioPharm, Inc.; Perrigo plc; Sagent Pharmaceuticals, Inc. (public) | Director/Chair roles | Prior service | Pharma governance roles |
| Makhteshim Chemical Works Ltd.; Agan Chemical Manufacturers Ltd.; Milenia Agro Chemicals; Aroma Fine Chemicals Ltd. (private) | Chairman | Prior service | Chemicals/agrochem leadership |
| Elisra Group (private) | Director | 2002–2005 | Electronics devices oversight |
| Bank Leumi (public) | Director | 2004–2007 | Banking governance |
Board Governance
- Committee assignments: Chair, Science & Technology; Member, Nominating & Corporate Governance; not a member of Audit & Risk or Compensation committees .
- Independence: Board determined Yanai is independent under NYSE standards .
- Attendance and engagement: The Board held 6 regular meetings in 2024; all nominees in office attended at least 80% of Board and committee meetings and attended the 2024 Annual Meeting of Shareholders .
- Committee meeting cadence: Science & Technology met 4 times; Nominating & Corporate Governance met 4 times in 2024 .
- Science & Technology Committee scope (as Chair): Oversees long-term product portfolio strategy, R&D, pipeline and product safety/quality systems, IP strategy, and risk management for smoke‑free and Wellness & Healthcare products .
Fixed Compensation
| Component | Policy/Rate | 2024 Actual (USD) |
|---|---|---|
| Annual cash retainer | $125,000 | $160,000 (includes $35,000 Chair retainer) |
| Committee chair retainer | $35,000 (non‑Audit chairs) | Included above (Science & Technology Chair) |
| Equity (annual grant) | $175,000 grant-date fair value | $175,036 |
| Meeting fees | None | — |
| All other compensation | Group life insurance premiums | $228 |
Notes:
- Non-employee directors received 1,789 shares in May 2024 (prorated for new appointments) under the director stock plan; directors can defer cash retainers and equity into share equivalents .
- Anti‑hedging and anti‑pledging policies apply to directors .
- Share retention: Directors must maintain shares valued at least 5x the annual cash retainer; sales restricted accordingly .
Performance Compensation
- Directors do not receive options or performance-conditioned equity; PMI does not grant stock options to directors .
- Company-wide pay-for-performance context (executive IC metrics overseen by the Compensation Committee) for 2024:
| Metric (weight) | Target | Actual 2024 | Rating Basis |
|---|---|---|---|
| Share of Top 30 OI Markets (15%) | 15–17 markets | 18 | Above target |
| Smoke-Free Shipment Volume (15%) | 153.4–158.0 bn units | 156.5 bn | On target |
| Adjusted Net Revenues (20%) | 7.5–8.5% organic growth | 9.8% | Above target |
| Adjusted Operating Income (15%) | 8.4–9.7% organic growth | 14.9% | Above target |
| Operating Cash Flow (20%) | $9.8–$10.2B | $12.2B | Above target |
| Strategic Initiatives (15%) | 100 | 110 | Mostly/all accomplished |
Result: 2024 overall IC performance rating certified at 130 (rounded from 129) .
Other Directorships & Interlocks
| Company | Industry/Relationship to PMI | Interlock/Conflict Considerations |
|---|---|---|
| Lumenis Ltd. | Medical devices; PMI has a Wellness & Healthcare segment | Overlap in healthcare product oversight; Governance Committee screens conflicts and related transactions; no specific related-person transactions are indicated here . |
| Amneal Pharmaceuticals | Generics/specialty pharma | Compensation committee member; standard independence assessed annually . |
| W.R. Grace (past) | Specialty chemicals | Past service; no current interlock . |
PMI policies: The Nominating & Corporate Governance Committee reviews director time commitments, independence, and related-person transactions; overboarding thresholds and audit committee load monitored .
Expertise & Qualifications
- Pharmaceuticals and regulated-product leadership (Teva CEO; Cambrex Chair), relevant to PMI’s smoke‑free R&D and regulatory strategy .
- Science & Technology oversight experience; IP strategy and product safety/quality systems governance .
- Military leadership and risk oversight background (Major General; Medal of Valor) .
Equity Ownership
| Holder | Shares Beneficially Owned | Notes |
|---|---|---|
| Shlomo Yanai | 7,757 | Includes deferred stock; each director’s ownership <1% of outstanding shares; shares outstanding 1,556,488,205 as of Mar 14, 2025 . |
| Deferred shares (Yanai) | 5,799 (Dec 31, 2024) | Director elected deferrals under plan; updated estimate includes dividends to be issued Apr 10, 2025 (+52) . |
Policies supporting alignment:
- Director share retention requirement: ≥5x cash retainer; anti‑hedging and anti‑pledging .
Governance Assessment
- Strengths: Independent status; chairs Science & Technology Committee central to PMI’s smoke‑free product strategy and risk oversight; strong attendance; robust director equity alignment and anti‑hedging/pledging policies; clear oversight of related-person transactions and director commitments .
- Signals of investor confidence: Say‑on‑pay approval improved to 92.88% in 2024 (from 73.95% in 2023 and 70.00% in 2022; >91% in 2016–2021), reflecting responsiveness to shareholder feedback on compensation design and metrics (e.g., cash flow metric changed to include currency effects) .
- Watch items: External healthcare chairmanships (Lumenis) and current pharma board role (Amneal) alongside chairing PMI’s S&T Committee—monitor for potential overlap in technology or transactions; PMI’s Governance Committee actively reviews conflicts and director time commitments per policy .
- Compliance: Section 16(a) filings timely for 2024 with noted exceptions unrelated to Yanai; anti‑pledging/hedging policies in place .