Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 20, 2020, the Board of Directors (the "Board") of Altria Group, Inc.
(the "Company") elected Jody L. Begley to become the Company's Executive Vice
President and Chief Operating Officer effective September 1, 2020.
Mr. Begley, age 49, currently serves as the Company's Senior Vice President,
Tobacco Products and has been continuously employed by the Company or its
subsidiaries in various positions since 1995.
As a result of Mr. Begley's election as Executive Vice President and Chief
Operating Officer, his new salary band will be band B. The Compensation and
Talent Development Committee of the Board set his annual base salary at
$650,000. Mr. Begley's annual incentive award plan, long-term incentive plan
("LTIP") and annual equity award targets are consistent with current salary band
B targets as follows: Mr. Begley's annual incentive award plan target is 95% of
base salary and his annual equity award target is $1.75 million. Once the
transition to the overlapping three-year LTIP plans is complete, the target for
Mr. Begley's LTIP award will be 140% of his base salary. Prior to that time, his
targets will be 183% of the 140% for the 2020-2022 performance period and 117%
of the 140% for the 2021-2023 performance period.
The Company's annual incentive award program, LTIP and other executive
compensation programs are more fully described in the " Compensation Discussion
and Analysis " section of the Company's proxy statement for its 2020 Annual
Meeting of Shareholders (filed with the Securities and Exchange Commission on
April 2, 2020, as amended by the Company's Supplement to Proxy Statement on
Schedule 14A, filed with the Securities and Exchange Commission on April 17,
2020), which discussion is incorporated into this Item 5.02 by reference.
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