Victoria Harker
Director at PM
Board
About Victoria Harker
Victoria Harker (age 60) is an independent director of Philip Morris International (PMI) since 2024 and serves on the Audit & Risk Committee, where the Board has designated her an “audit committee financial expert.” She is a former CFO of three U.S. public companies (TEGNA, AES, MCI) and holds an MBA in finance, bringing deep financial oversight, transformation, and operational experience to PMI’s Board. As of March 14, 2025, she beneficially owned 2,416 PMI shares (<1% of outstanding).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TEGNA, Inc. | Chief Financial Officer & EVP | 2012–2023 | Led multiple transformations as company separated online and broadcast businesses; extensive SEC process exposure |
| The AES Corporation | EVP, CFO & President, Global Business Services | 2006–2015 | Led finance and shared services; broad operating/IT exposure |
| MCI | Acting CFO, Treasurer & SVP Corporate Finance; earlier CFO & SVP, Operations & IT | 2002–2005; 1998–2002 | Senior finance and operations leadership during major corporate change |
External Roles
| Company | Role | Tenure | Committees/Positions |
|---|---|---|---|
| Huntington Ingalls Industries (HII) | Director | Since 2012 | Chair, Compensation Committee; Member, Finance Committee |
| Xylem, Inc. | Director | Since 2011 | Chair, Audit Committee; Member, Nominating & Governance; Member, Finance |
| Stride, Inc. (formerly K12) | Former Director | 2020–2022 | — |
| Darden Restaurants, Inc. | Former Director | 2009–2014 | — |
| Non-profit/Academic | Board/Advisory roles | Various (ongoing) | State Council of Higher Education for Virginia (Vice Chair); UVA Health System Board (public member); American University Advisory Council; prior UVA Board of Visitors (Finance Chair) |
Board Governance
- Independence: The Board determined Ms. Harker is independent under NYSE standards.
- PMI Committees: Audit & Risk Committee (member); designated audit committee financial expert. Audit & Risk met 8 times in 2024.
- Board activity and attendance: The Board held 6 regular meetings in 2024; all nominees then in office attended at least 80% of aggregate Board and committee meetings, and all attended the 2024 Annual Meeting.
- Executive sessions: Independent directors meet in scheduled executive sessions; the Lead Independent Director presides.
- Related-person transactions & conflicts: PMI’s Governance Committee oversees related-person transactions; the 2025 proxy discloses one transaction involving the spouse of a company officer and does not disclose any related-person transactions involving Ms. Harker.
- Overboarding controls: PMI policy triggers additional review above 5 public boards (general) or 4 when serving as Chairman/Committee Chair/LID; the Governance Committee regularly reviews director time commitments.
Fixed Compensation
| Component (Director) | PMI Program | 2024 Amount for Harker |
|---|---|---|
| Annual cash retainer | $125,000 | $125,000 |
| Committee member retainer | None | $0 |
| Committee chair retainer | $50,000 (Audit & Risk Chair); $35,000 (other Chairs) | $0 (not a Chair at PMI) |
| Lead Independent Director retainer | $50,000 | N/A (not LID) |
| Meeting fees | None | $0 |
| Perquisites/Other | Group term life insurance premium | $228 |
Notes
- No stock options for non-employee directors.
- No committee member cash retainers; no meeting fees.
- No tax reimbursements; income is imputed for tax purposes on certain perqs.
Performance Compensation
Directors do not receive performance-based compensation at PMI; equity is granted as annual stock awards (shares), with a director share retention requirement equal to 5x the annual cash retainer and prohibitions on pledging/hedging. Ms. Harker received 2024 stock awards with grant-date fair value of $236,381 (includes 2024 annual award and pro-rated shares from her January 1, 2024 appointment).
PMI Executive Performance Metrics (context for pay-for-performance oversight)
| Metric (Weight) | Target | Result | Rating |
|---|---|---|---|
| Share of Top 30 OI Markets (15%) | 15–17 markets | 18 markets | 105 |
| Smoke-Free Shipment Volume (15%) | 153.4–158.0 bn units | 156.5 bn | 100 |
| Adjusted Net Revenues (20%) | 7.5%–8.5% organic growth | 9.8% | 147 |
| Adjusted Operating Income (15%) | 8.4%–9.7% organic growth | 14.9% | 150 |
| Operating Cash Flow (20%) | $9.8–$10.2 bn | $12.2 bn | 150 |
| Strategic Initiatives (15%) | 100% | 110% | 110 |
| Overall 2024 IC rating certified at 130 (rounded from 129). |
Notes
- Directors are not participants in the executive IC/PSU programs; table provided for governance context on how PMI ties executive pay to performance.
Other Directorships & Interlocks
| Company | Business Overlap with PMI | Interlock/Conflict Notes |
|---|---|---|
| Huntington Ingalls Industries | Defense shipbuilding; none disclosed with PMI | No related-person transactions disclosed involving Ms. Harker; PMI conflict policies apply. |
| Xylem, Inc. | Water tech/industrial; none disclosed with PMI | No related-person transactions disclosed involving Ms. Harker; PMI conflict policies apply. |
Expertise & Qualifications
- Audit & financial oversight: Former CFO at TEGNA, AES, and MCI; PMI-designated audit committee financial expert. MBA in finance.
- Transformation/operations: Led global business services, operations and IT initiatives (AES; MCI).
- Public board leadership: Committee chair roles at HII (Comp) and Xylem (Audit).
- Governance/education/civic: Long-standing service on higher-education and healthcare boards (Virginia).
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | 2,416 PMI shares as of March 14, 2025; <1% of outstanding shares (1,556,488,205 shares outstanding). |
| Deferred shares | Ms. Harker is not listed among directors who deferred 2024 director share awards; directors may elect to defer equity and cash retainers. |
| Pledging/hedging | Directors are prohibited from pledging, hedging, or short-selling PMI stock. |
| Director share retention | Must retain PMI shares with value ≥5x annual cash retainer; applies to director equity received. |
| Section 16 compliance | Company reported no delinquent filings for Ms. Harker in 2024. |
Governance Assessment
- Board effectiveness: Independent, financially sophisticated director on PMI’s Audit & Risk Committee (8 meetings in 2024), with CFO credentials and “financial expert” designation—positive for financial reporting and risk oversight.
- Independence and conflicts: Board affirmatively determined independence; proxy discloses no related-person transactions involving Ms. Harker; robust policy and Governance Committee review of any such matters.
- Attendance/engagement: All nominees then in office attended ≥80% of meetings; all nominees attended the 2024 Annual Meeting—no attendance red flags disclosed.
- Alignment and incentives: Director pay uses cash plus annual stock (no options, no performance-linked director pay), reinforced by a 5x retainer share retention rule and anti-pledging/hedging policy—generally shareholder-aligned.
- Time commitments/overboarding: PMI policy scrutinizes service above set thresholds; Ms. Harker’s three public boards (including PMI) are below policy triggers; the Governance Committee reviews time commitments.
RED FLAGS: None disclosed for Ms. Harker regarding attendance, related-person transactions, hedging/pledging, or Section 16 compliance.