Werner Geissler
Director at PM
Board
About Werner Geissler
Werner Geissler (age 71) has served on Philip Morris International’s Board since 2015. He is Chair of the Compensation and Leadership Development Committee, a member of the Audit and Risk Committee (designated an audit committee financial expert), and a member of the Nominating & Corporate Governance Committee, and is deemed independent under NYSE standards . His background includes senior global operating roles at Procter & Gamble and private equity operating experience at Advent International, with an MBA in Finance and IT .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Procter & Gamble | Vice Chairman, Global Operations; Vice Chairman & Special Advisor to Chairman & CEO | 2007–2014; to 2015 | Senior P&L leadership across key regions; global operations oversight |
| Procter & Gamble | Group President, CEE, Middle East & Africa | 2004–2007 | Led growth in emerging markets |
| Procter & Gamble | President, Northeast Asia | 2001–2004 | Regional leadership in Japan/Korea |
External Roles
| Organization | Role | Since | Notes / Interlocks |
|---|---|---|---|
| Advent International (private equity) | Operating Partner | 2015 | Brings investor/operator lens to compensation and talent oversight |
| Goodyear Tire & Rubber Company | Director | 2011 | Other public board; no disclosed related-party transactions with PM |
Board Governance
- Independence and engagement: The Board determined Geissler is independent; in 2024 all nominees then in office attended at least 80% of aggregate Board and committee meetings, and all attended the 2024 Annual Meeting .
- Committee assignments (2024):
- Compensation & Leadership Development Committee: Chair; 5 meetings .
- Audit & Risk Committee: Member; 8 meetings; designated audit committee financial expert .
- Nominating & Corporate Governance Committee: Member; 4 meetings .
- Board-level practices supporting effectiveness: majority vote/resignation policy; director overboarding review; executive sessions led by Lead Independent Director; robust related-party review and conflicts policy .
| Committee | Role | 2024 Meetings | Key Oversight Areas |
|---|---|---|---|
| Compensation & Leadership Development | Chair | 5 | Executive pay design, succession, risk in compensation, clawback oversight |
| Audit & Risk | Member (Financial Expert) | 8 | Financial reporting, ERM, internal audit, cybersecurity/data privacy risk, tax, whistleblower procedures |
| Nominating & Corporate Governance | Member | 4 | Director nominations, independence, board/committee evaluations, political/lobbying oversight, related-party transactions |
Fixed Compensation
| Component (Non-Employee Directors – 2024) | Amount (USD) |
|---|---|
| Annual cash retainer | $125,000 |
| Committee chair retainers | Audit Chair $50,000; Other Committee Chairs $35,000 |
| Lead Independent Director retainer | $50,000 |
| Annual equity award (common stock) | $175,000 |
| Meeting fees / Committee member retainers | None |
| Options | None |
| Share retention policy | Must hold ≥5x annual cash retainer; anti-hedging and anti-pledging apply |
Werner Geissler – 2024 Director Compensation (as reported):
| Item | Amount (USD) |
|---|---|
| Cash fees | $160,000 (base $125,000 + $35,000 Comp Chair) |
| Stock awards (grant-date fair value) | $175,036 |
| All other compensation | $228 |
| Total | $335,264 |
Performance Compensation
As Compensation Committee Chair, Geissler oversaw the 2024 executive incentive design and certification. PMI’s annual incentive (IC) metrics and results for 2024:
| Measure | Target | Achieved | Weight | Performance Rating |
|---|---|---|---|---|
| Market Share (Top 30 OI markets) | 15–17 markets | 18 markets | 15% | 105% |
| Smoke-Free Shipment Volume (bn sticks eq.) | 153.4–158.0 | 156.5 | 15% | 100% |
| Adjusted Net Revenues (organic YoY) | 7.5%–8.5% | 9.8% | 20% | 147% |
| Adjusted Operating Income (organic YoY) | 8.4%–9.7% | 14.9% | 15% | 150% |
| Operating Cash Flow (USD bn) | 9.8–10.2 | 12.2 | 20% | 150% |
| Strategic Initiatives | 100 | 110 | 15% | 110% |
| Overall IC Performance Rating | — | — | — | 129% (rounded to 130%) |
Additional governance signals tied to pay:
- Independent compensation consultant: FW Cook engaged; independence assessed and affirmed by the Committee .
- Clawback policy: Implemented per SEC/NYSE rules (adopted Sep 13, 2023), with Committee oversight .
- Say-on-pay support: 2024 approval 92.88% after prior years’ engagement and program adjustments .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock/Conflict |
|---|---|---|---|
| Goodyear Tire & Rubber (public) | Director (since 2011) | Not disclosed here | No related-party transactions with PMI disclosed; Governance Committee oversees related-party reviews |
| Advent International (private) | Operating Partner | — | No PMI related-party transactions disclosed; governance policy requires review if any arise |
Expertise & Qualifications
- Global consumer products operator (P&G Vice Chairman, multi-region leadership) with significant P&L accountability .
- Finance/IT academic grounding (MBA), designated audit committee financial expert, strengthening oversight of financial reporting and risk .
- Private equity operating experience (Advent), relevant for talent, incentives, and value creation oversight .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (as of Mar 14, 2025) | 93,541 shares |
| Deferred shares to be issued with Apr 10, 2025 dividend (estimate) | 824 shares (included in footnote disclosure) |
| Shares outstanding (record date) | 1,556,488,205 |
| Ownership as % of outstanding | <1% (company states each director <1%) |
Policies reinforcing alignment: director share retention ≥5x annual cash retainer; anti-hedging and anti-pledging applicable to directors .
Insider Trades (Form 4)
| Transaction Date | Type | Shares Transacted | Price (USD) | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|
| 2020-05-06 | A (Award) | 2,464 | 71.04 | 68,531 | https://www.sec.gov/Archives/edgar/data/1413329/000118248920000092/0001182489-20-000092-index.htm |
| 2021-05-05 | A (Award) | 1,839 | 95.175 | 73,888 | https://www.sec.gov/Archives/edgar/data/1413329/000118248921000095/0001182489-21-000095-index.htm |
| 2022-05-04 | A (Award) | 1,759 | 99.53 | 78,824 | https://www.sec.gov/Archives/edgar/data/1413329/000118248922000035/0001182489-22-000035-index.htm |
| 2023-05-03 | A (Award) | 1,812 | 96.58 | 84,204 | https://www.sec.gov/Archives/edgar/data/1413329/000141332923000139/0001413329-23-000139-index.htm |
| 2024-05-08 | A (Award) | 1,789 | 97.84 | 89,982 | https://www.sec.gov/Archives/edgar/data/1413329/000141332924000119/0001413329-24-000119-index.htm |
| 2025-05-07 | A (Award) | 1,002 | 174.82 | 94,416 | https://www.sec.gov/Archives/edgar/data/1413329/000141332925000118/0001413329-25-000118-index.htm |
Note: Awards reflect annual director equity grants; transactions are acquisitions (A) with increasing beneficial ownership over time, supporting alignment. Data compiled from SEC Form 4 filings.
Governance Assessment
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Strengths
- Independent director; Chairs Compensation Committee and serves as Audit & Risk member with financial expert designation—strong alignment with best practices for pay oversight and financial risk governance .
- Transparent and investor-aligned compensation framework: robust metrics (revenue, OI, OCF, market share, smoke-free volume) driving pay decisions; clawback, anti-hedging/pledging, and director share retention in place .
- High say-on-pay support in 2024 (92.88%), indicating positive investor reception to program changes and oversight under his chairmanship .
-
Watch-fors
- External commitments: Operating Partner at Advent and director at Goodyear; PM’s overboarding policy and Governance Committee review mitigate risks; no related-party transactions disclosed for Geissler .
- Tobacco sector scrutiny and evolving regulatory risk: Board’s ERM and committee structures (including cybersecurity and AI oversight within Audit & Risk) are explicitly articulated and engaged .
-
Bottom line
- Geissler’s mix of global operating experience, finance/IT grounding, and private equity perspective enhances Board effectiveness on pay, risk, and transformation oversight. With strong policies, clear metrics, and high say-on-pay support, signals point to solid governance under his committee leadership, with no disclosed conflicts or attendance concerns .