ALTRIA GROUP INC (MO)
Sector: Consumer Staples
2026 Annual Meeting Analysis
ALTRIA GROUP INC · Meeting: May 14, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Clarke has served since 2022 (4 years tenure) with relevant financial and CFO experience; no overboarding, attendance met the 75% threshold, and Altria's stock has strongly outperformed its peer group over the past 3 years so no TSR underperformance trigger applies.
Connelly has served since 2021 with extensive operational and financial expertise; she chairs the Audit Committee, attends at least 75% of meetings, and Altria's strong stock outperformance versus peers means no TSR trigger applies.
Davis has served since 2021 with relevant public policy and regulated-industry experience; attendance requirements met and Altria's peer-beating stock performance means no TSR underperformance trigger applies.
Kelly-Ennis has served since 2013 with deep consumer-products and regulated-industry leadership experience; she holds only one outside public company board seat, attendance is satisfactory, and no TSR trigger applies given Altria's strong outperformance.
Mancuso joined the board in January 2026 and is therefore exempt from the TSR trigger under the 24-month new-director rule; he brings deep financial and operational knowledge as incoming CEO, and no other adverse flags are present.
McQuade has served as independent Board Chair since 2021 with strong financial and CFO-level credentials; she holds no other public company board seats, attendance requirements are met, and Altria's exceptional 3-year stock outperformance versus peers means no TSR trigger applies.
Shanks has served since 2017 with relevant consumer marketing and regulated-industry experience; she holds two outside public company board seats (within policy limits), attendance is satisfactory, and no TSR trigger applies.
Stoddart joined in February 2025 and has less than 24 months of tenure, making him exempt from the TSR trigger; he brings strong brand-building and advertising expertise, and no other adverse flags are present.
Strahlman has served since 2020 with valuable innovation and regulated-industry expertise; she holds one outside public company board seat, attendance requirements are met, and Altria's peer-beating stock performance means no TSR underperformance trigger applies.
Yzaguirre has served since 2022 with broad executive leadership and financial experience; he holds two outside public company board seats (within policy limits), attendance is satisfactory, and no TSR underperformance trigger applies given Altria's strong 3-year outperformance versus peers.
All 10 nominees receive a FOR vote. Altria's 3-year total shareholder return of +86.7% outperforms its disclosed compensation peer group median by +87.7 percentage points, comfortably above the 65-percentage-point threshold required to trigger an against vote for strong-positive-TSR companies, so no director faces a TSR-based challenge. Two directors (Mancuso, Stoddart) joined within the past 24 months and are exempt from the TSR trigger regardless. No overboarding, attendance, independence, or qualification concerns were identified for any nominee.
Say on Pay
✓ FORCEO
William F. Gifford, Jr.
Total Comp
$24,561,180
Prior Support
95%+%
CEO total compensation of approximately $24.6 million is at the high end for a large-cap consumer staples company but is supported by exceptional pay-for-performance alignment: Altria's 3-year total shareholder return of +86.7% outperformed its compensation peer group median by nearly 88 percentage points, and the company delivered 4.4% adjusted earnings-per-share growth in 2025 while returning approximately $8 billion to shareholders. The compensation structure is heavily variable — base salary represents less than 6% of total pay — with meaningful multi-year performance conditions tied to earnings growth, cash conversion, and relative stock performance, and the company maintains a robust clawback policy. Prior-year shareholder support was above 95%, confirming broad investor alignment with the program design.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
27 yrs
Audit Fees
$7,870,000
Non-Audit Fees
$3,536,000
PwC has audited Altria since 1998, giving it approximately 27 years of tenure, which exceeds the 25-year threshold that normally raises independence concerns. However, the policy allows a FOR vote when the audit committee provides a specific and compelling rationale, and the proxy does disclose that the committee annually evaluates PwC, requires lead partner rotation every five years as required by law, considers whether to rotate the firm, and concludes that the long relationship produces higher-quality audit work through deep institutional knowledge. The non-audit fee ratio (fees for non-core audit work of about $3.5 million versus core audit fees of about $7.9 million) is approximately 45%, which is below the 50% independence-concern threshold. On balance, the tenure flag is noted but the committee's disclosed rationale is sufficient to support a FOR vote.
Overall Assessment
The 2026 Altria annual meeting ballot contains three standard proposals: election of 10 directors, ratification of PricewaterhouseCoopers as auditor, and an advisory vote on executive compensation. All three proposals receive a FOR vote — the director slate is well-qualified with no TSR, attendance, or overboarding concerns; the auditor's long tenure is flagged but adequately justified by the audit committee; and executive pay is strongly supported by Altria's exceptional stock performance and a pay structure that is overwhelmingly variable and performance-linked.
Compensation Peer Group
21 companies disclosed in 2026 proxy filing