Yann Guerin
About Yann Guerin
Yann Guérin is Senior Vice President and General Counsel of Philip Morris International (PMI) since July 1, 2023, and was designated to become Group Chief Legal Officer effective January 1, 2026, as part of PMI’s new organizational model . He studied law, management, and finance in parallel; earned a Master of Science in management from ESSEC Business School and a Master in Law from Cergy-Pontoise University in 2001; and was admitted to the Paris Bar in 2002 . He is based in Lausanne, Switzerland, and previously served as lead deal counsel for PMI’s acquisition of Swedish Match, reflecting deep transactional and regulatory experience aligned with PMI’s smoke-free transformation . Company performance context during his tenure: PMI’s smoke-free business accounted for 41% of total net revenues in the first nine months of 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Philip Morris International | VP & Associate General Counsel, Middle East, Africa & PMI Duty Free | 2018–2019 | Regional legal leadership supporting complex regulatory environments |
| Philip Morris International | VP & Associate General Counsel, South & Southern Asia (Hong Kong) | 2019–2021 | Managed high-growth, diverse markets; strengthened regional compliance and execution |
| Philip Morris International | VP & Associate General Counsel, Corporate | 2021–2023 | Lead deal counsel on PMI’s acquisition of Swedish Match, advancing smoke-free strategy |
| Philip Morris International | Senior Vice President & General Counsel | 2023–present | Enterprise-wide legal/compliance stewardship and governance modernization |
| Philip Morris International | Designated Group Chief Legal Officer | Effective Jan 1, 2026 | Executive officer designation under Rule 3b-7; title change to Group CLO |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Skadden, Arps, Slate, Meagher & Flom | M&A Attorney | Pre-2006 | Foundation in complex transactions and corporate law |
| Clifford Chance | Attorney (prior roles noted by third-party source) | Pre-2006 (not confirmed by PMI site) | Additional multinational corporate law exposure (third-party reference) |
| Paris Bar | Admitted to practice law | 2002 | Professional credential and jurisdictional practice rights |
Fixed Compensation
- PMI’s executive compensation design uses a mix of fixed and “at-risk” pay, combining annual cash incentives and long-term equity (PSUs/RSUs), with significant share ownership requirements; stock options are not used .
- All NEOs are Swiss payroll-based and paid in CHF, illustrating common payroll infrastructure for top executives; Guérin’s specific payroll basis is not disclosed .
| PMI Executive Plan Targets (Illustrative for Salary Grade 26) | Target |
|---|---|
| Annual Incentive Compensation (IC) Award Target (% of base) | 125% (grade 26 policy) |
| Annual Stock Award Target (% of base) | 275% (grade 26 policy) |
Note: Guérin’s specific salary grade and targets are not disclosed; the table reflects PMI’s published targets for grade 26 employees (e.g., de Wilde’s agreement) .
Performance Compensation
PMI’s long-term equity awards split 60% PSUs and 40% RSUs, with PSUs based on three performance goals: total shareholder return (with a comparator modifier vs other tobacco companies), currency-neutral adjusted compound annual diluted EPS growth rate, and a Sustainability Index. PSUs vest at the end of the cycle subject to performance; RSUs vest time-based. Threshold PSU vesting is 50% of target, and vesting can be zero if thresholds are not met .
| Metric | Design Feature | Target/Threshold | Payout Range | Vesting |
|---|---|---|---|---|
| Total Shareholder Return (TSR) | PSU goal; with modifier vs select tobacco peers | Threshold = 50% of target PSUs | Notional columns include Target and Maximum; vesting can be zero | 2024 grant cycle vests Feb 17, 2027; 2023 cycle vests Feb 18, 2026 |
| EPS CAGR (currency-neutral adjusted diluted) | PSU goal | Threshold = 50% of target PSUs | Vesting can be zero if thresholds missed | Same as above |
| Sustainability Index | PSU goal | Threshold = 50% of target PSUs | Vesting can be zero if thresholds missed | Same as above |
| RSUs (time-based) | 40% of annual equity award; dividend equivalents paid quarterly during vesting | N/A | N/A | 2024 RSUs vest Feb 17, 2027; 2023 RSUs vest Feb 18, 2026 |
Pattern signal: PMI’s annual equity awards typically vest in mid-February (e.g., 2022 cycle vested Feb 19, 2025 for NEOs), creating predictable potential insider trading windows; Guérin’s specific grant details are not disclosed, but cadence indicates timing concentration for senior executives .
Equity Ownership & Alignment
| Policy Element | Detail |
|---|---|
| Executive Share Ownership Requirements | Salary grade multiples: 28=10x; 27=6x; 26=5x; 25=3x; 24=3x. Unvested PSUs do not count; compliance required within 5 years of joining or 3 years post-promotion; all NEOs were compliant as of Dec 31, 2024 . |
| Post-Termination Holding | If equity accelerates upon separation (other than death/disability), shares must be held ≥1 year post-termination . |
| Anti-Hedging / Anti-Pledging | PMI prohibits hedging, short sales, and pledging of company stock for directors and executive officers . |
| Beneficial Ownership (Disclosure Scope) | Individual holdings disclosed for directors/NEOs; executive officers as a group (23 persons) held 2,071,785 shares as of March 14, 2025; each individual (including executive officers) beneficially owns <1% of shares outstanding. Guérin’s specific holdings are not individually disclosed . |
Employment Terms
- Executive Officer Designation: Guérin was designated an “officer” under Section 16 and an “executive officer” under Rule 3b-7, effective January 1, 2026, with title change to Group Chief Legal Officer .
- Change-in-Control Mechanics: PMI’s 2017 and 2022 Performance Incentive Plans include a double-trigger feature. If awards are replaced by an acquirer with time-based equivalents, no acceleration occurs; if not replaced, RSUs fully vest, and PSUs are valued at target if performance is not determinable; replacement awards fully vest if involuntary termination or good reason occurs within two years post-change-in-control .
- Severance Policy (Voluntary): Adopted in 2023—PMI will not make certain payments, including cash severance and non-compete payments, to executive officers who voluntarily terminate employment, subject to applicable law and existing agreements .
- Governance & Controls: PMI maintains a clawback policy administered per SEC and NYSE listing standards; Compensation Committee oversees stock ownership guidelines and compliance .
Investment Implications
- Alignment: High equity mix (PSUs/RSUs), rigorous ownership guidelines (up to 10x salary at top grade), anti-hedging/pledging, and post-termination holding periods create strong alignment and reduce agency risk .
- Retention/Trading Signals: Predictable mid-February vesting cycles for senior executives can cluster Form 4 activity; monitor filings around vest dates and after material reorganizations (Group CLO transition 1/1/2026) .
- Execution Risk/Value Creation: Guérin’s lead counsel role on Swedish Match acquisition underscores complex deal execution capability supporting PMI’s smoke-free growth pivot; organizational elevation to Group CLO signals centrality of legal oversight in strategy and risk management .
- Change-in-Control Economics: Double-trigger protections limit windfall acceleration; PSU valuation mechanics at target if performance not determinable reduce asymmetry, lowering M&A-related payout risk while preserving retention .