UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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☐ Preliminary Proxy Statement |
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☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||
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☐ Soliciting Material Under Rule 14a-12 |
Philip Morris International Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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(4) | Date Filed: March 25, 2021 |
2021 PROXY STATEMENT
And Notice of Annual Meeting of Shareholders
To be held on Wednesday, May 5, 2021
March 25, 2021
Dear Fellow Shareholder,
You are cordially invited to join us at the 2021 Annual Meeting of Shareholders of Philip Morris International Inc. (PMI or the Company) to be held on Wednesday, May 5, 2021, at 9:00 a.m. Eastern Daylight Time (EDT). As the COVID-19 pandemic persists, our focus is on the health and well being of our employees, their families and the communities in which we operate. As such, we are pleased to once again host a virtual meeting this year. Meaningful shareholder engagement is important to us, and our 2020 Virtual Annual Meeting of Shareholders, conducted solely online through a live webcast, significantly improved shareholder attendance and participation. We believe that this year, this format will again facilitate participation of our shareholders worldwide, regardless of their resources, size or physical location, while saving us and our shareholders time and travel expenses, and, importantly, reducing our environmental impact.
Shareholders will have the same rights and opportunities to participate in our virtual meeting as they would at an in-person meeting. For full transparency, during the Q&A session, which will be publicly webcast, our shareholders will be able to ask questions live, on a first-come, first-served basis. In addition, a full webcast replay will be posted to our Investor Relations website at www.pmi.com/investors for one year following the meeting.
The meeting will be hosted online at www.virtualshareholdermeeting.com/PMI2021.
At this years meeting, we will vote on: (i) the election of thirteen directors; (ii) an advisory say-on-pay resolution approving executive compensation; and (iii) the ratification of the selection of PricewaterhouseCoopers SA as the Companys independent auditors. There will also be a report on the Companys business, and shareholders will have an opportunity to ask questions.
To participate, you will need to enter the 16-digit control number included on your proxy card, notice of Internet availability of proxy materials, or on the voting instruction form accompanying your proxy materials. For more detailed information, see the instructions set forth in Question 4 on page 70 of this proxy statement.
As announced by the Board of Directors on December 10, 2020, Louis C. Camilleri, our former Chairman, retired in December 2020, and I assumed the role of interim Chairman until the 2021 Annual Meeting of Shareholders. André Calantzopoulos, our current Chief Executive Officer, will chair the meeting, as he will become Executive Chairman of the Board immediately before it. Jacek Olczak, our current Chief Operating Officer, will become our Chief Executive Officer immediately following the meeting and will succeed André. Both André and I would like to express our profound appreciation for Mr. Camilleris amazing contributions to the success of PMI and for his leadership, guidance, devotion, and, above all, humanity. Having worked closely with Jacek for decades, both André and I deeply believe that Jaceks passion for the Company and its employees, drive for results, and deep knowledge of the Companys products, systems, values, and investors, make him the ideal leader to ensure the continued growth of our business and shareholder value. We would like to express our gratitude to you, our shareholders, for your support over the years.
You will also note that Jennifer Li has decided not to stand for re-election at the Annual Meeting. She has been an exemplary director, and has provided an invaluable service to the Company. Our heartfelt gratitude goes out to her for her years of dedicated commitment to the Company.
Your vote is important. We encourage you to sign and return your proxy card, or use telephone or Internet voting prior to the meeting, so that your shares of common stock will be represented and voted at the meeting even if you do not attend.
Sincerely, |
Sincerely, | |
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LUCIO A. NOTO INTERIM CHAIRMAN OF THE BOARD |
ANDRÉ CALANTZOPOULOS CHIEF EXECUTIVE OFFICER |
For further information about the Annual Meeting, please call toll-free 1-866-713-8075.
PMI 2021 Proxy Statement 1 |
PHILIP MORRIS INTERNATIONAL INC. |
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NOTICE OF 2021 VIRTUAL ANNUAL MEETING OF SHAREHOLDERS
Date and Time | 9:00 a.m. (Eastern Daylight Time), on Wednesday, May 5, 2021. | |
Virtual Annual Meeting | There is no physical location for the shareholders to attend the 2021 Annual Shareholder Meeting. Shareholders may instead participate online at www.virtualshareholdermeeting.com/PMI2021.
To participate, you will need to enter the 16-digit control number included on your proxy card, notice of Internet availability of proxy materials, or on the voting instruction form accompanying your proxy materials. | |
Items of Business | (1) To elect thirteen directors. | |
(2) To vote on an advisory resolution approving executive compensation. | ||
(3) To ratify the selection of PricewaterhouseCoopers SA as independent auditors for the Company for the fiscal year ending December 31, 2021. | ||
(4) To transact other business properly coming before the meeting. | ||
Who Can Vote | Only shareholders of record of shares of common stock at the close of business on March 12, 2021 (the Record Date) are entitled to notice of and to vote at the meeting, or at any adjournments or postponements of the meeting. Each shareholder of record on the Record Date is entitled to one vote for each share of common stock held. On March 12, 2021, there were 1,558,512,960 shares of common stock issued and outstanding. | |
Voting of Proxies and Deadline for Receipt |
Your vote is important. All properly executed written proxies, and all properly completed proxies submitted by telephone or Internet, that are delivered pursuant to this solicitation will be voted at the meeting in accordance with the directions given in the proxy, unless the proxy is revoked before the meeting. Proxies submitted by telephone or Internet must be received by 11:59 p.m. EDT, on May 4, 2021. | |
2020 Annual Report | A copy of our 2020 Annual Report is enclosed. | |
Date of Mailing | This notice and the proxy statement are first being mailed to shareholders on or about March 25, 2021. |
Darlene Quashie Henry
Vice President, Associate General Counsel and Corporate Secretary
March 25, 2021
WE URGE EACH SHAREHOLDER TO PROMPTLY SIGN AND RETURN THE ENCLOSED PROXY CARD OR TO USE TELEPHONE OR INTERNET VOTING. SEE THE QUESTION AND ANSWER SECTION FOR INFORMATION ABOUT VOTING BY TELEPHONE OR INTERNET, HOW TO REVOKE A PROXY, AND HOW TO VOTE YOUR SHARES OF COMMON STOCK. IF YOU PLAN TO PARTICIPATE IN THE 2021 VIRTUAL ANNUAL MEETING OF SHAREHOLDERS, PLEASE FOLLOW THE INSTRUCTIONS SET FORTH ON PAGE 70 IN RESPONSE TO QUESTION 4.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held
on May 5, 2021: The Companys Proxy Statement and 2020 Annual Report are available at
www.pmi.com/investors.
2 PMI 2021 Proxy Statement |
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Financial Terms:
◾ | Net revenues exclude excise taxes. |
◾ | Net revenues from smoke-free products are defined as operating revenues generated from the sales of PMIs heated tobacco units, Platform 1 devices and related accessories, other nicotine-containing products, and any other non-combustible products. |
◾ | Operating Income, or OI, is defined as gross profit minus operating expenses. |
◾ | Adjusted OI is defined as reported OI adjusted for asset impairment and exit costs and other special items. |
◾ | EPS stands for Earnings Per Share. |
◾ | Adjusted Diluted EPS is defined as reported diluted EPS adjusted for asset impairment and exit costs, tax items and other special items. |
◾ | Operating cash flow is defined as net cash provided by operating activities. |
◾ | Comparisons presented on a like-for-like basis reflect pro forma 2019 results, which have been adjusted for the deconsolidation of PMIs Canadian subsidiary, Rothmans, Benson & Hedges, Inc. (RBH), effective March 22, 2019 (the date of deconsolidation). For further details, see Item 8, Note 20. Deconsolidation of RBH, to the consolidated financial statements included in our 2020 Form 10-K. In addition, PMIs total market share has been restated for previous periods to reflect the deconsolidation. Growth rates presented on an organic basis for consolidated financial results reflect currency-neutral underlying results and like-for-like comparisons, where applicable. Adjustments, other calculations and reconciliations to the most directly comparable U.S. GAAP measures are included in Exhibit B. |
Other Terms:
◾ | Reduced-risk products (RRPs) is the term we use to refer to products that present, are likely to present, or have the potential to present less risk of harm to smokers who switch to these products versus continued smoking. We have a range of RRPs in various stages of development, scientific assessment and commercialization. Our RRPs are smoke-free products that do not burn tobacco; they produce an aerosol that contains far lower quantities of harmful and potentially harmful constituents than found in cigarette smoke. |
◾ | NEOs for 2020 are Named Executive Officers and include our Chief Executive Officer, or CEO, our current and former Chief Financial Officer, or CFO, and the other most highly compensated officers serving in 2020, as described on page 46. |
◾ | PSUs are Performance Share Units. |
◾ | RSUs are Restricted Share Units and may be issued in the form of deferred share awards. |
◾ | TSR stands for Total Shareholder Return. |
◾ | In this proxy statement, PMI, the Company, we, us, and our refer to Philip Morris International Inc. and its subsidiaries. |
◾ | Trademarks and service marks in this proxy statement are the registered property of, or licensed by, the subsidiaries of Philip Morris International Inc. and are italicized. |
◾ | Platform 1 is the term we use to refer to our reduced-risk product that uses a precisely controlled heating device into which a specially designed and proprietary tobacco unit is inserted and heated to generate an aerosol. |
◾ | Unless otherwise stated, all references to IQOS are to PMIs Platform 1 IQOS devices and heated tobacco consumables. |
◾ | EU means the European Union. |
◾ | Converted Users is defined as the estimated number of Legal Age (minimum 18 years) users of PMI heat-not-burn products that used PMI heated tobacco units for over 95% of their daily tobacco consumption over the past seven days. |
◾ | Predominant Users is defined as the estimated number of Legal Age (minimum 18 years) users of PMI heat-not-burn products that used PMI heated tobacco units for between 70% and 95% of their daily tobacco consumption over the past seven days. |
4 PMI 2021 Proxy Statement |
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This proxy statement contains proposals to be voted on at our Annual Meeting and other information about our Company and our corporate governance practices. We provide below a brief summary of certain information contained in this proxy statement. The summary does not contain all of the information you should consider. Please read the entire proxy statement carefully before voting.
2020 Business Performance Highlights
The confinements and other restrictions resulting from the global COVID-19 pandemic (also referred to in this proxy statement as the pandemic) led to reduced daily consumption of our products, temporary disruption of both our supply chain and retail trade, a severe decline in our Duty-Free business and the exacerbation of market headwinds across many markets, in particular, Indonesia. Nonetheless, we delivered robust performance given the unprecedented headwinds of the COVID-19 pandemic, reflecting consistent, broad-based and increasingly profitable growth of our Platform 1 products, solid pricing for combustible tobacco products outside Indonesia, and significant cost efficiencies. While the growth of our Platform 1 product was slowed by the pandemic, our accelerated shift to digital and remote engagement still enabled us to add more users than in 2019.
Our 2020 targets were set before the onset of the pandemic. These events were beyond our control, and despite our utmost efforts, they rendered several of our 2020 targets unachievable. Therefore, we missed our organic growth targets for adjusted operating income and net revenues, and fell short of our target for the shipment volume of RRPs and other non-combustible products. However, the share of Top 30 OI markets exceeded our target, registering growth in the EU, Russia and Japan. In addition, the currency-neutral growth of our operating cash flow on a like-for-like basis was above our target. As discussed on page 35, we exceeded the majority of our strategic priorities and enablers. In the face of the pandemic, we prioritized the health and safety of our employees and solidarity in support of our colleagues and their families as well as the communities in which we operate. Thanks to the efforts of our organization, we ensured business continuity and achieved several important milestones in our internal and external transformation. The most notable achievement was our ongoing progress in commercializing our Platform 1 product, reaching 64 markets by year-end, with excellent results in the EU, Russia and Japan.
In 2020, we reached an agreement with KT&G, a leading tobacco and nicotine company in South Korea, for the commercialization of KT&Gs smoke-free products outside of South Korea on an exclusive basis. To date, these KT&G products are commercialized in Japan, Russia and Ukraine. In 2020, our new e-vapor product, IQOS VEEV, was launched in the Czech Republic and New Zealand. We made excellent progress in other important aspects of our RRP portfolio, including in the areas of scientific substantiation, regulatory and fiscal environment, and engagement with public health communities.
Notably, on July 7, 2020, the U.S. Food and Drug Administration (the FDA) determined that the available scientific evidence demonstrates that the issuance of an exposure modification order would be appropriate for the promotion of public health and authorized the marketing of a version of our Platform 1 product, namely, IQOS 2.4, and three related consumables, as a modified risk tobacco product. On December 7, 2020, the FDA determined that the IQOS 3 device is appropriate for the protection of public health, and authorized it for sale in the United States.
In light of the pandemic, we accelerated our pivot to digital and remote engagement with adult consumers, and enhanced remote work arrangements and digital collaboration with our employees. In addition, we continued to optimize costs and our supply chain, surpassing our cost savings objectives. We describe our most notable sustainability achievements on page 7.
While the aggregate 2020 performance results support an annual incentive compensation rating of 70, given the robust performance and progress delivered by the Company under the unique set of circumstances that arose from the global COVID-19 pandemic, the Compensation and Leadership Development Committee approved a rating of 90.
PMI 2021 Proxy Statement 5 |
PROXY STATEMENT SUMMARY |
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2020 Performance Targets and Results
PMI 2020 Annual Incentive Compensation Performance Rating(1) 50 90 100 135 150 (1) See pages 33-34 for details. | ||||||||||||||
Growth Measure(a) |
Target |
Achieved Result |
Weight |
Performance Rating |
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Share of Top 30 OI Markets(b) |
16 |
17 |
15% |
105 |
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RRP/ Non-Combustible Shipment Volume |
80.9 |
76.1 |
20% |
73 |
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Net Revenues(c) |
4.8% |
(1.6)% |
15% |
0 |
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Adjusted OI(c) |
9.7% |
4.6% |
15% |
0 |
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Operating Cash Flow(d) |
3.4% |
3.5% |
20% |
101 |
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Strategic Priorities and Enablers Rating |
-- |
-- |
15% |
130 |
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(a) For a reconciliation of non-GAAP to the most directly comparable U.S. GAAP financial measures, see Exhibit B to this proxy statement. (b) Number of top 30 OI markets (reflecting the deconsolidation of RBH) in which total share of heated tobacco units and cigarettes was growing or stable. (c) Organic growth. (d) Net cash provided by operating activities, excluding currency, on a like-for-like basis. |
Investor Outreach
Throughout the year, the Company engages in an extensive shareholder outreach program during which it seeks input on a range of matters, including business performance, executive compensation, as well as environmental, social and governance (ESG) programs.
While the COVID-19 pandemic impacted our planned investor engagement schedule, in 2020, we met with 48 of our top 100 institutional investors, either in person or virtually, representing 66% of our available global shareholder base (which excludes index and pension funds that typically do not meet with management).
In addition to these regular Investor Relations engagements, we invited 90 of our largest shareholders (including their governance and ESG decision makers), holding approximately 60% of our outstanding shares, to participate in individual conference calls to discuss executive compensation and corporate governance matters relevant to the agenda of our 2020 Virtual Annual Meeting of Shareholders, and to seek feedback. These engagements provided us with a better understanding of our shareholders priorities, perspectives and positions. We reported the substance of these engagements to our Compensation and Leadership Development Committee, our Nominating and Corporate Governance Committee, and our entire Board of Directors.
In 2020, the Company also commissioned an investor perception study to understand the attitudes of our key sell-side and buy-side analysts toward the Company so that we can better address investor expectations in future communications. Those surveyed have expressed confidence in the overall effectiveness of our smoke-free strategy, including the earnings growth potential, the deployment of capital and the sustainability of our business. The results of this survey were presented to our senior management.
6 PMI 2021 Proxy Statement |
PROXY STATEMENT SUMMARY |
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Our Focus on Sustainability
The Nominating and Corporate Governance Committee of the Board is responsible for the oversight of our sustainability strategies and performance, as set out in its charter.
For the first time, our score in the 2020 S&P Global Corporate Sustainability Assessment, an annual evaluation of companies sustainability practices, earned us an inclusion in the Dow Jones Sustainability Index (DJSI) North America. In 2020, we made the CDP Climate A list for the seventh year in a row. In addition, PMI earned a position on the Water Security A List for the second year, a recognition of the Company as a global leader in water security. PMIs efforts on forest protection earned us a rating of A by CDP Forests for the first time. For the fourth year in a row, PMI was recognized by CDP as a Supplier Engagement Leader for its engagement with suppliers to reduce their greenhouse gas emissions.
Diversity and Inclusion
We are committed to creating a more inclusive, gender-balanced workplace and continuing our reputation as a top employer. As part of the commitment to workplace diversity, in 2020, our Board appointed a Chief Diversity Officer who reports directly to our CEO.
Recently, PMI was added to the 2021 Bloomberg Gender-Equality Index for its transparency in gender reporting and advancing womens equity, and it continues to maintain its global EQUAL-SALARY certification from the EQUAL-SALARY Foundation.
Our executive compensation program, described on pages 31 to 45, reflects our commitment to put sustainability at the core of our corporate strategy, and our diversity and inclusion goals form a part of this strategy.
For additional information about our sustainability efforts (including our diversity and inclusion initiatives), see our Integrated Report available at www.pmi.com/integrated-report-2019.
2021 Shareholder Vote Recommendations
The Board of Directors makes the following recommendations to shareholders:
Boards Recommendation |
Page | |||||
Item 1: |
Election of Directors |
FOR each nominee | 16 | |||
Item 2: |
Advisory Vote Approving Executive Compensation |
FOR | 64 | |||
Item 3: |
Ratification of the Selection of Independent Auditors for 2021 |
FOR | 67 |
PMI 2021 Proxy Statement 7 |
BOARD OPERATIONS AND GOVERNANCE |
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PMI 2021 Proxy Statement 9 |
BOARD OPERATIONS AND GOVERNANCE |
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Committees and 2020 Meetings |
Current Members | Purpose, Authority and Responsibilities | ||||
AUDIT
Meetings: 8 |
- Jennifer Li (Chair) - Michel Combes - Werner Geissler - Lisa A. Hook - Jun Makihara - Lucio A. Noto |
Purpose: to assist the Board in its oversight of: |
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◾ the integrity of the financial statements and financial reporting processes and systems of internal control; |
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◾ the qualifications, independence and performance of the independent auditors; |
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◾ the internal audit function; and |
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◾ the Companys compliance with legal and regulatory requirements. |
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Authority and Responsibilities: |
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◾ recommend to the Board whether the Companys financial statements should be included in the Companys annual and quarterly filings with the U.S. Securities and Exchange Commission; |
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◾ sole authority for appointing, compensating, retaining and overseeing the work of the independent auditors; |
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◾ evaluate the internal audit function, including the oversight of internal audits assurance and advisory services designed to assess the adequacy and effectiveness of the Companys internal control systems, use of resources, and maturity of governance processes over the Companys strategies; |
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◾ evaluate the compliance function; |
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◾ review financial risk assessment and management thereof; |
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◾ oversee the Companys policies and practices with respect to cybersecurity and data privacy risks, as well as data governance; |
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◾ oversee the risk management of excessive or discriminatory taxation; |
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◾ oversee the risk management of illicit trade; |
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◾ oversee the risk management of manufacturing and supply chain disruption and device reliability; |
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◾ oversee the risk management of climate change, pandemics and natural disasters; |
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◾ approve the Companys Code of Conduct, also known at PMI as the Guidebook for Success, and review the implementation and effectiveness of the Companys compliance program; |
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◾ oversee the risk management of judicial and regulatory disregard for the rule of law; |
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◾ establish whistleblower procedures and review claims of improper conduct; and |
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◾ produce a report for inclusion in the proxy statement.
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COMPENSATION AND LEADERSHIP DEVELOPMENT
Meetings: 5 |
- Werner Geissler (Chair) - Lisa A. Hook - Lucio A. Noto - Robert B. Polet |
Purpose: |
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◾ discharge the Boards responsibilities relating to executive compensation; |
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◾ produce a report for inclusion in the proxy statement; and |
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◾ review succession plans for the CEO and other senior executives. |
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Authority and Responsibilities: |
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◾ review and approve the Companys overall compensation philosophy and design; |
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◾ review and approve corporate goals and objectives relevant to the compensation of the CEO and Executive Chairman, evaluate their performance and determine and approve their compensation; |
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◾ review and approve the compensation of all executive officers; |
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◾ recommend to the Board compensation plans, and administer and make awards under such plans and review the cumulative effect of its actions; |
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◾ monitor compliance by executives with our share ownership requirements; |
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◾ review and assist with the development of executive succession plans, evaluate and make recommendations to the Board regarding potential CEO candidates and evaluate and approve candidates to fill other senior executive positions; |
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◾ oversee the management of risks related to compensation design and payout; |
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◾ oversee the management of the risk that the Company is unable to attract and retain the necessary talent with the right degree of diversity, experience and skills to achieve its ongoing business transformation; |
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◾ review and discuss with management proposed disclosures regarding executive compensation matters; |
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◾ oversee leadership and talent development programs; and |
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◾ recommend to the Board whether the Compensation Discussion and Analysis should be accepted for inclusion in the proxy statement.
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10 PMI 2021 Proxy Statement |
BOARD OPERATIONS AND GOVERNANCE |
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Committees and 2020 Meetings |
Current Members | Purpose, Authority and Responsibilities | ||||
CONSUMER RELATIONSHIPS AND REGULATION
Meetings: 2 |
- Lisa A. Hook (Chair) - Brant Bonin Bough (Bonin Bough) - Werner Geissler - Jennifer Li - Kalpana Morparia - Lucio A. Noto - Robert B. Polet |
◾ oversee the Companys RRP commercialization and consumer-centricity strategy, including the establishment and maintenance of digital channels and digital consumer engagement, and enabling data-driven decision-making; |
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◾ adult consumer acquisition and retention strategies, consumer journey programs and customer care infrastructure; |
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◾ the RRP competitive environment; |
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◾ the geographic expansion of the Companys RRPs; |
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◾ post-market regulatory developments relating to the commercialization of RRPs at the market level, including the risk that regulation may not differentiate between combustible products and RRPs or will discriminate against RRPs; |
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◾ the Companys RRP product innovation calendar post-Gate 3 (the transition from concept to commercial development); |
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◾ the management of the risk that certain new market entrants may alienate consumers from the Companys RRPs through marketing campaigns and messaging, and inferior product satisfaction, while not relying on substantiated science and appropriate R&D protocols and standards; and |
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◾ the management of the risk that credibility and reputational issues may stand in the way of promoting the benefits of RRPs as a necessary pillar of tobacco control and impair their commercial success.
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FINANCE
Meetings: 5 |
- Jun Makihara (Chair) - Bonin Bough - Michel Combes - Werner Geissler - Lisa A. Hook - Jennifer Li - Kalpana Morparia - Lucio A. Noto - Frederik Paulsen - Robert B. Polet |
Purpose, Authority and Responsibilities: |
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◾ monitor the Companys financial performance and condition; |
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◾ oversee sources and uses of cash flow and capital structure; |
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◾ advise the Board on dividends, share repurchases and other financial matters; |
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◾ advise the Board on the Companys long-term financing plans, short-term financing plans and credit facilities; |
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◾ oversee the management of the Companys cash management function; |
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◾ oversee the management of the Companys pension plans, including funded status and performance; |
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◾ oversee the management of the Companys investor relations and stock market performance; |
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◾ oversee the management of the risks to the Companys pricing strategies; |
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◾ oversee the risk that failure to effectively implement or integrate business development initiatives could impair the achievement of our strategic objectives; |
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◾ oversee the management of the risks of currency exchange rate volatility and convertibility; and |
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◾ oversee the management of the risks of global macro-economic uncertainty and geopolitical instability.
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NOMINATING AND CORPORATE GOVERNANCE
Meetings: 4 |
- Kalpana Morparia (Chair) - Michel Combes - Jennifer Li - Lucio A. Noto - Robert B. Polet |
Purpose: |
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◾ identify qualified candidates for Board membership; |
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◾ recommend nominees for election at the annual meeting; |
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◾ advise the Board on corporate governance and sustainability matters; and |
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◾ oversee self-evaluation of the Board and each Committee. |
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Authority and Responsibilities: |
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◾ review qualifications of prospective candidates for director; |
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◾ consider performance of incumbent directors; |
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◾ oversee the Companys sustainability strategies and performance, and advise the Board on sustainability matters; |
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◾ make recommendations to the Board regarding director independence and the function, composition and structure of the Board and its Committees; |
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◾ oversee the Companys lobbying and trade association activities and expenditures; |
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◾ recommend corporate governance guidelines; and |
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◾ review director compensation.
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PMI 2021 Proxy Statement 11 |
BOARD OPERATIONS AND GOVERNANCE |
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Committees and 2020 Meetings |
Current Members | Purpose, Authority and Responsibilities | ||||
PRODUCT INNOVATION AND REGULATORY AFFAIRS
Meetings: 3 |
- Frederik Paulsen (Chair) - Michel Combes - Lisa A. Hook - Jun Makihara - Lucio A. Noto |
Purpose: |
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◾ oversee the long-term product portfolio strategy of the Company, focusing on research and development of new products and services, and improvements to existing products and services, with a particular focus on RRPs; and |
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◾ monitor and review key legislative, regulatory and public policy issues and trends related to the research and development of RRPs. |
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Authority and Responsibilities: |
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◾ monitor the Companys internal scientific research, including the Companys efforts to substantiate the risk-reduction potential of its RRPs through rigorous scientific methodologies, as well as the external body of scientific research relevant to the Companys present and future RRPs; |
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◾ monitor the Companys pipeline of innovative products and services, including future RRPs and associated risks, such as product superiority, product reliability, and time to market; |
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◾ monitor the Companys management of its intellectual property; and |
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◾ make recommendations to the Board regarding significant R&D projects and budgets.
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12 PMI 2021 Proxy Statement |
BOARD OPERATIONS AND GOVERNANCE |
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Risk oversight is conducted both by the Committees of the Board with respect to their areas of responsibility as well as by the full Board. Management has identified and prioritized key enterprise risks based on four risk dimensions: the impact a risk could have on the organization if it occurs, the likelihood a risk will occur, the velocity with which a risk would affect the organization if it occurs, and the interconnectivity of a risk with other risks. As part of the risk management process, the Company established a Corporate Risk Governance Committee (CRGC). In 2020, the CRGC comprised the Chief Operating Officer, the Chief Financial Officer, the Chief Strategy Officer, the Chief Digital & Information Officer, the Chief Information Security Officer, the Vice President and Controller, the Vice President, Corporate Audit, the Vice President, Chief Ethics & Compliance Officer and the Global Head of Risk & Controls. As of 2021, the new General Counsel joined the CRGC. Ownership of each of the prioritized risks is assigned to a member of senior management, and oversight of the management of each risk is assigned to a particular Board Committee or to the full Board. Management reports on these risks to the appropriate Committee and to the full Board throughout the year. In addition, the internal audit function provides an assessment of governance processes pertaining to the Companys strategic risk management and periodically reports the results of this assessment to the Audit Committee. The Board has been receiving regular updates from the Companys management regarding the impact and evolution of risks of the ongoing COVID-19 pandemic on our employees, our business and communities where we operate, as well as any relevant mitigation measures. The risk management oversight by each Committee is indicated in the chart on pages 10-12. The full Board oversees the management of risks relating to the Companys business plan and litigation, and it receives reports on risk management by each Committee. The roles of the various components of risk assessment, management and oversight are shown below.
PMI Risk Assessment, Management and Oversight
Board of Directors Audit Committee Other Board Committees Senior Management Team (SMT) Corporate Risk Governance Committee (CRGC) Market Leadership Teams and Global Functions Responsible for oversight of risk management processes Allocates oversight of management of specific risks to the appropriate Board Committee Provides oversight by reviewing CRGC process and results Assesses risk appetite generally Provide oversight of management of specific risks falling within each Committees sphere of expertise Aligns on key strategic enterprise risks annually Assigns ownership of strategic enterprise risks to individual SMT members Integrates risk assessment and management into long-range plan and budget review process Drives desired risk management culture through standard measurement and terminology Coordinates SMT strategic enterprise risk assessment Coordinates integrated risk assessment for Risk and Controls, Ethics and Compliance, Corporate Audit and other functions Integrates key risks into Internal Controls Chart of Controls process Own risk assessment and management for affiliate or function Drive sustainability through integration of risk management into existing business processes
PMI 2021 Proxy Statement 13 |
BOARD OPERATIONS AND GOVERNANCE |
|
The Nominating and Corporate Governance Committee of the Board reviews our corporate governance practices regularly and proposes modifications to our principles and other key governance practices as warranted for adoption by the Board. In 2020, the Board of Directors formed the Consumer Relationships and Regulation Committee, and reassigned responsibilities among the six Committees to further align the responsibilities of the Board and its Committees with the Companys strategies. In light of the increasing importance of talent in our transformation, the Board also added the responsibility for the oversight of risks and programs related to talent management to the Compensation and Leadership Development Committee. The responsibilities of these Committees are described in pages 10-12. The following summarizes our key principles and practices and refers you to the pages of this proxy statement where you will find a more detailed discussion of various items:
✓ Majority voting standard for uncontested election of directors (page 16)
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✓ Rigorous share ownership requirements and anti-hedging and anti-pledging policies (page 43)
| |
✓ Proxy access by-laws (page 15) |
✓ Post-termination share holding requirement (page 43)
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✓ Non-management directors elect Presiding Director annually (page 9)
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✓ No tax gross-up on limited perquisites | |
✓ Directors may be removed with or without cause |
✓ Double-trigger vesting policy on change in control (pages 60-61)
| |
✓ Non-management directors meet regularly without management being present
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✓ Board committee oversight of political spending and lobbying (page 11)
| |
✓ No poison pill rights plan |
✓ Board committee oversight of sustainability strategies and performance (page 11)
| |
✓ Board-adopted clawback policy (page 43)
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14 PMI 2021 Proxy Statement |
ELECTION OF DIRECTORS |
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16 PMI 2021 Proxy Statement |
ELECTION OF DIRECTORS |
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Current Committee Membership | ||||||||||||||||||||
Nominee | Director Since |
Citizenship | Independent | Audit | Compensation and Leadership Development |
Consumer Relationships and Regulation |
Finance | Nominating and Corporate Governance |
Product Innovation and Regulatory Affairs | |||||||||||
Bonin Bough
|
2021 |
USA |
|
|
|
|
✓ |
✓ |
|
| ||||||||||
André Calantzopoulos (Executive Chairman)
|
2013 |
Greece/Switzerland |
|
|
|
|
|
|
|
| ||||||||||
Michel Combes
|
2020 |
France |
✓ |
✓ |
|
|
✓ |
✓ |
✓ | |||||||||||
Juan José Daboub
|
|
El Salvador |
✓ |
|
|
|
|
|
|
| ||||||||||
Werner Geissler
|
2015 |
Germany |
✓ |
✓ |
Chair |
✓ |
✓ |
|
| |||||||||||
Lisa A. Hook
|
2018 |
USA |
✓ |
✓ |
✓ |
Chair |
✓ |
|
✓ | |||||||||||
Jun Makihara
|
2014 |
Japan |
✓ |
✓ |
|
|
Chair |
|
✓ | |||||||||||
Kalpana Morparia
|
2011 |
India |
✓ |
|
|
|
✓ |
✓ |
Chair |
| ||||||||||
Lucio A. Noto
|
2008 |
USA |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ | |||||||||||
Jacek Olczak
|
|
Poland |
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|
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|
|
|
|
| ||||||||||
Frederik Paulsen
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2014 |
Sweden |
✓ |
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|
✓ |
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Chair | ||||||||||
Robert B. Polet
|
2011 |
Netherlands |
✓ |
|
|
✓ |
✓ |
✓ |
✓ |
| ||||||||||
Shlomo Yanai
|
|
Israel |
✓ |
|
|
|
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|
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PMI 2021 Proxy Statement 17 |
ELECTION OF DIRECTORS |
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Director Qualifications
Our Board is a diverse, highly engaged group that provides strong, effective oversight of our Company. Both individually and collectively, our directors have the qualifications, skills and experience needed to inform and oversee the Companys long-term strategic growth. Each director has or has had senior executive experience, in many cases with large, complex organizations with significant global operations. Several directors have leadership experience in the global consumer products sector, and others bring expertise regarding information technology, cybersecurity, digital transformation, sustainability, and ESG matters. These and the other skills and attributes discussed below are key considerations in evaluating the composition of our Board and inform our Board succession planning and director selection process.
Key attributes and skills of all Directors:
|
✓ High Integrity
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✓ Strength of Character and Judgment
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✓ Intellectual/Analytical Skills
| |||
✓ Proven Record of Success
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✓ Corporate Governance Experience
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✓ Strategic Planning
| ||||
✓ Leadership
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✓ Talent Management/Succession Planning
|
✓ Risk Assessment and Oversight
| ||||
✓ Understanding our Global Business and Markets |
✓ Diversity of Perspectives |
|||||
|
Our director nominees individual experiences, qualifications, attributes and skills are highlighted in the following matrix. The matrix is intended as a high-level summary and not an exhaustive list of each nominees skills or contributions to the Board. Further biographical information about each director standing for re-election is set forth on the following pages.
Calantzopoulos Bough Combes Daboub Geissler Hook Makihara Morparia Noto Olczak Paulsen Polet Yanai
EXPERIENCE |
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||
Senior Executive
|
✓
|
✓
|
✓
|
✓
|
✓
|
✓
|
✓
|
✓
|
✓
|
✓
|
✓
|
✓
|
✓
| |||||||||||||
Tobacco Industry
|
✓
|
✓
|
||||||||||||||||||||||||
Global Consumer-Centric Engagement
|
✓
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✓
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✓
|
✓
|
✓
|
✓
|
✓
|
✓
|
✓
| |||||||||||||||||
Operations
|
✓
|
✓
|
✓
|
✓
|
✓
|
✓
|
✓
| |||||||||||||||||||
Information Technology and Privacy
|
✓
|
✓
|
✓
|
|||||||||||||||||||||||
Sustainability/Corporate Responsibility
|
✓
|
✓
|
✓
|
✓
|
✓
|
✓
|
✓
|
✓
|
||||||||||||||||||
Risk Assessment and Oversight
|
✓
|
✓
|
✓
|
✓
|
✓
|
✓
|
✓
|
✓
|
✓
|
✓
|
✓
|
|||||||||||||||
CFO or Banking
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✓
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✓
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✓
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✓
|
✓
|
✓
|
✓
| |||||||||||||||||||
Civic Leadership
|
✓
|
|
✓
|
✓
|
✓
|
✓
|
✓
|
✓
| ||||||||||||||||||
Global Pharmaceutical
|
✓
|
✓
| ||||||||||||||||||||||||
Marketing and Retail
|
✓
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|
✓
|
|
✓
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|
|
|
|
✓
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|
✓
|
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18 PMI 2021 Proxy Statement |
ELECTION OF DIRECTORS |
|
Director Nominees
BONIN BOUGH
| ||
Occupation: Founder and Chief Growth Officer, Bonin Ventures
Director since: 2021
Age: 43
|
Professional Experience: Mr. Bough has been the Founder and Chief Growth Officer of Digilence, LLC (also known as Bonin Ventures) since 2014, an entity focused on accelerating growth to a diverse portfolio of innovative start-up companies. He previously served as Chief Growth and Marketing Officer of Sundial Brands, LLC from 2016 to 2017. He was a television host of CNBCs Cleveland Hustles in 2016, Chief Media and E-Commerce Officer of Mondelēz International, Inc. from 2015 to 2016, and Vice President, Global Media and Consumer Engagement of Mondelēz International, Inc. from 2012 to 2015. Mr. Bough also served as Vice President, Global Media and Consumer Engagement of The Kraft Heinz Company in 2012, and as Chief Digital Officer of PepsiCo, Inc. from 2008 to 2012.
PMI Board Committees: Mr. Bough is a member of the Consumer Relationships and Regulation and Finance Committees.
Director Qualifications: With his unique executive marketing experience, Mr. Bough brings to the Board his considerable entrepreneurial expertise, particularly, with respect to e-commerce, innovative technologies and acceleration of brand equity, as well as valuable insights for transforming and growing large, multinational businesses and start-ups.
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ANDRÉ CALANTZOPOULOS
| ||
Primary Occupation: Chief Executive Officer, Philip Morris International Inc.
Director since: 2013
Age: 63 |
Professional Experience: Mr. Calantzopoulos became our Chief Executive Officer (CEO) in 2013. He served as our Chief Operating Officer since our spin-off on March 28, 2008, and until becoming CEO. On December 10, 2020, Mr. Calantzopoulos was appointed Executive Chairman of the Board, effective immediately prior to the Annual Meeting of Shareholders to be held on May 5, 2021. Mr. Calantzopoulos served as PMIs President and Chief Executive Officer between April 2002 and the date of our spin-off in March 2008. He joined the Company in February 1985 and worked extensively across Central Europe, including as Managing Director of PM Poland and President of the EEMA Region.
Director Qualifications: Mr. Calantzopouloss intellect and all-encompassing knowledge of the Company will serve the Company and the Board well as Executive Chairman of the Board. He has played an instrumental role in numerous key initiatives, leading the Company with his bold vision of a smoke-free future, and through its related evolution into a consumer-centric technology and science-driven business.
|
PMI 2021 Proxy Statement 19 |
ELECTION OF DIRECTORS |
|
MICHEL COMBES
| ||
Primary Occupation: President, SoftBank Group International
Director since: 2020
Age: 66 |
Professional Experience: Mr. Combes currently serves as President of SoftBank Group International, a privately held subsidiary of SoftBank Group Corp., and oversees several
SoftBank portfolio companies. From 2018 to 2020, he was Chief Financial Officer and then President and CEO, and a member of the Board of Directors of Sprint Corporation. From 2015 to 2017, he served as CEO and Chief Operating Officer of Altice USA,
Inc., and Chairman and CEO of SFR Group. From 2013 to 2015, Mr. Combes served as CEO of Alcatel-Lucent. Previously, Mr. Combes was CEO of Vodafone Europe, Chairman and
Other Directorships and Associations: Mr. Combes is a director of Assystem and F5 Networks, Inc. He previously served on the board of MTS (Mobile TeleSystems) from 2013 to 2018.
PMI Board Committees: Mr. Combes is a member of the Audit, Finance, Nominating and Corporate Governance, and Product Innovation and Regulatory Affairs Committees.
Director Qualifications: With his experience as a chief executive and chief financial officer in a number of large, multinational companies in the telephonic and digital communications, banking and portfolio strategy industries, Mr. Combes brings to the Board his considerable entrepreneurial business experience, extensive knowledge of international markets in highly regulated industries, and valuable insights in innovation and consumer centricity. Furthermore, as a former CFO, Mr. Combes has the financial expertise to serve as a member of the Audit Committee.
|
JUAN JOSÉ DABOUB
| ||
Primary Occupation: Chairman, President and CEO, The Daboub Partnership
Age: 57 |
Professional Experience: Dr. Juan José Daboub, Ph.D., has been serving as the Chairman, President and CEO of The Daboub Partnership, a business consulting company, since 2010. He has been the Vice Chairman of The Dorado Group LLC, a private investment company, since 2014, and the Adviser and Founding CEO of the Global Adaptation Institute, a foundation dedicated to the understanding of climate change, since 2010. Since 1989, he has co-owned several companies in Latin America, including companies involving food production, biodegradable packaging materials manufacturing, and the distribution of internationally known brands. From 2012 to 2014, Dr. Daboub was Chair of the World Economic Forums Global Agenda Council on Climate Change and Managing Director of the World Bank Group from 2006 to 2010. From 1992 to 2004, Dr. Daboub held several senior positions within the government of El Salvador, including as Minister of Finance and Chief-of-Staff to the President.
Other Directorships and Associations: Dr. Daboub is currently serving as a board member of K&M Advisors, a finance and technical advisory firm, Tortoise Acquisition Corp. II, a special purpose acquisition company in the sustainable energy sector, and Grupo Financiero Ficohsa, S.A., a Central American bank.
Director Qualifications: Dr. Daboubs substantial business leadership experience, deep governance expertise, and outstanding government, multilateral organization and humanitarian service on a worldwide scale, bring a unique perspective to the Companys ESG strategy, and its efforts to advocate for the development of science-based regulatory frameworks in connection with the development and commercialization of RRPs.
|
20 PMI 2021 Proxy Statement |
ELECTION OF DIRECTORS |
|
WERNER GEISSLER
| ||
Primary Occupation: Operating Partner, Advent International
Director since: 2015
Age: 67 |
Professional Experience: Mr. Geissler became an Operating Partner of Advent International, a private equity firm, in 2015. He previously served as Vice Chairman and Special Advisor to the Chairman and CEO of Procter & Gamble until his retirement in January 2015. He joined that company in 1979, and served in various capacities, including President, Northeast Asia, from 2001 to 2004, Group President, Central and Eastern Europe, Middle East and Africa, from 2004 to 2007, and Vice Chairman, Global Operations, from 2007 to 2014.
Other Directorships and Associations: Mr. Geissler is a director of the Goodyear Tire & Rubber Company.
PMI Board Committees: Mr. Geissler is Chair of the Compensation and Leadership Development Committee and a member of the Audit, Consumer Relationships and Regulation, and Finance Committees.
Director Qualifications: Mr. Geissler has a keen knowledge of the global consumer products business, having served as a senior consumer products executive in many of the Companys most important markets and regions. His deep senior executive experience serves the Company and the Board well as Chair of the Compensation and Leadership Development Committee. Mr. Geissler has also had substantial P&L responsibility in his roles at Procter & Gamble, and has an MBA in Finance which both enable him to be a competent member of the Audit Committee.
|
PMI 2021 Proxy Statement 21 |
ELECTION OF DIRECTORS |
|
LISA A. HOOK
| ||
Primary Occupation: Managing Partner, Two Island Partners LLC
Director since: 2018
Age: 62 |
Professional Experience: Ms. Hook became Managing Partner of Two Island Partners LLC, a private equity and consulting firm, in 2018. Previously, she served as President & Chief Executive Officer of Neustar, Inc., a global information services company focused on cloud-based workflow solutions for marketing analytics, from 2010 to 2018, as President & Chief Operating Officer from 2008 until 2010, and as a member of its Board from 2010 to 2019. Ms. Hook also served as President and Chief Executive Officer of Sunrocket, Inc., a cloud-based voice communications company, from 2006 to 2007. In addition, Ms. Hook held several executive positions at America Online, Inc. from 2001 to 2004. Previously, she was a partner at Brera Capital Partners, a global private equity investment firm, Managing Director of Alpine Capital Group, LLC, an investment banking firm, and an executive at Time Warner, Inc., a media company. Ms. Hook served as a legal advisor to the Chairman of the Federal Communications Commission and General Counsel of the Cable Group at Viacom International, Inc., a media company.
Other Directorships and Associations: Ms. Hook serves on the board of Fidelity National Information Services, Inc., a global leader in banking and payment solutions, Ping Identity Holding Corp., a pioneer in digital identity solutions, Partners Group Holding AG, a global asset management company, and Unisys Corporation, a global information technology company. Ms. Hook served as Senior Independent Director of RELX PLC and RELX NV, providers of information solutions, from 2006 to 2016. Previously, she served as a director of Covad Communications and Time Warner Telecom, Inc. In 2012, she was appointed by President Obama to serve on the National Security Telecommunications Advisory Committee.
PMI Board Committees: Ms. Hook is Chair of the Consumer Relationships and Regulation Committee and a member of the Audit, Compensation and Leadership Development, Finance, and Product Innovation and Regulatory Affairs Committees.
Director Qualifications: Ms. Hooks past experience as CEO of a company, her past senior management roles and government appointments relating to telecommunications, plus her holistic understanding of digital identity, are key to deploying actionable insights that grow and guard many of the worlds largest corporations. In addition, with her extensive public board experience, Ms. Hook brings to the Board valuable insights in the areas of cybersecurity, data privacy, and digital transformation at a time when the Company is transitioning to a consumer-centric, highly digitalized business model.
|
22 PMI 2021 Proxy Statement |
ELECTION OF DIRECTORS |
|
JUN MAKIHARA
| ||
Primary Occupation: Retired Businessman
Director since: 2014
Age: 63 |
Professional Experience: Mr. Makihara was employed at Goldman, Sachs & Co. from 1981 to 2000, during which time he was a General Partner for six years, working in New York, Los Angeles, and Tokyo. During his tenure in Tokyo, he was co-head of the Investment Banking Group and the Japanese Equities Group, and also served as co-branch manager. Subsequently, he was Chairman of Neoteny Co., Ltd., a Japanese venture incubator, until 2015.
Other Directorships and Associations: Mr. Makihara is a director of Monex Group, Inc., a financial services company, and Shinsei Bank, Ltd. He is a trustee of the Protestant Episcopal Cathedral Foundation in Washington, D.C. and a board member of the Japan Society in New York. He also served on the board of RHJ International S.A., a financial services company, from 2005 to 2014.
PMI Board Committees: Mr. Makihara is Chair of the Finance Committee and a member of the Audit and Product Innovation and Regulatory Affairs Committees.
Director Qualifications: Mr. Makihara brings his deep experience in finance to his position as Chair of the Finance Committee. The Board also benefits from his entrepreneurial spirit and a thorough knowledge of business in Asia, which is of great importance to the Companys business as we continue to launch new products and execute our strategic initiatives in various Asian markets.
|
KALPANA MORPARIA
| ||
Primary Occupation: Independent Director
Director since: 2011
Age: 71 |
Professional Experience: Ms. Morparia served as CEO, South and South East Asia, J.P Morgan, until her retirement in February 2021, and CEO of J.P. Morgan India from 2008 to 2016. She was a member of J.P. Morgans Asia Pacific Management Committee. Prior to joining J.P. Morgan India, Ms. Morparia served as Joint Managing Director of ICICI Bank, Indias second-largest bank, from 2001 to 2007, and the Vice Chair of ICICIs insurance and asset management business from 2007 to 2008.
Other Directorships and Associations: Ms. Morparia is a director of Dr. Reddys Laboratories Ltd. and Hindustan Unilever Limited.
PMI Board Committees: Ms. Morparia is Chair of the Nominating and Corporate Governance Committee, and a member of the Consumer Relationships and Regulation and Finance Committees.
Director Qualifications: With her strong executive leadership experience in finance, and her deep knowledge of international business, Ms. Morparia provides a keen perspective on economies in Asia, while her deep experience in highly regulated industries serve the Company and the Board well as Chair of the Nominating and Corporate Governance Committee.
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PMI 2021 Proxy Statement 23 |
ELECTION OF DIRECTORS |
|
LUCIO A. NOTO
| ||
Primary Occupation: Managing Partner, Midstream Partners, LLC
Director since: 2008
Age: 82 |
Professional Experience: Mr. Noto assumed his current position as Managing Partner of Midstream Partners, LLC, a company that invests in liquid natural gas projects, in March 2001. He retired as Vice Chairman of ExxonMobil Corporation in January 2001, a position he had held since the merger of the Exxon and Mobil companies in November 1999. Before the merger, Mr. Noto was Chairman and Chief Executive Officer of Mobil Corporation. Mr. Noto had been employed by Mobil continuously since 1962.
Other Directorships and Associations: Mr. Noto served as a director of Penske Automotive Group, Inc. from 2001 to 2020. He also served on the boards of IBM from 1995 to 2008, Altria Group, Inc. from 1998 to 2008, Shinsei Bank from 2005 to 2008, Commercial International Bank from 2006 to 2009 and RHJ International S.A., a financial services company, from 2011 to 2015.
PMI Board Committees: Mr. Noto was the Presiding Director until December 9, 2020. On December 10, 2020, he became interim Chairman of the Board following the retirement of our then Chairman, Louis C. Camilleri. Mr. Noto is a member of the Audit, Compensation and Leadership Development, Consumer Relationships and Regulation, Finance, Nominating and Corporate Governance and Product Innovation and Regulatory Affairs Committees.
Director Qualifications: As the former chief financial officer and chief executive officer of a large, multinational oil company, together with his past governance experience serving on the boards and audit committees of a number of major international companies, Mr. Noto brings an extensive knowledge of internal controls and risk assessment to his role as a member of the Audit Committee, and as the Audit Committees financial expert, and a strong hands-on approach as interim Chairman.
|
JACEK OLCZAK
| ||
Primary Occupation: Chief Operating Officer, Philip Morris International Inc.
Age: 56 |
Professional Experience: Mr. Olczak is our Chief Operating Officer (COO) and will become our CEO immediately following our Annual Meeting of Shareholders on May 5, 2021. He has served as our COO since 2018. Mr. Olczak served as our Chief Financial Officer from 2012 until 2017. He joined the Companys Polish affiliate in 1993 and worked extensively across Europe, including as Managing Director, Germany & Austria, and President of the European Union Region.
Director Qualifications: Mr. Olczaks intellect and all-encompassing knowledge of the Company will serve the Company and the Board well as CEO and as a new member of the Board. As COO, he played an instrumental role in the Companys transformation and the superior performance of our Regions and markets. Mr. Olczak has demonstrated a strong commitment to consumer centricity, digitalized consumer engagement, and manufacturing optimization, while remaining focused on the growth of our cigarette brand portfolio and the seamless deployment of RRPs in 64 markets worldwide. Mr. Olczaks invaluable contributions also include achievements in our external engagement strategy to obtain RRP-specific regulatory regimes.
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24 PMI 2021 Proxy Statement |
ELECTION OF DIRECTORS |
|
FREDERIK PAULSEN
| ||
Primary Occupation: Chairman, Ferring Group
Director since: 2014
Age: 70 |
Professional Experience: Dr. Paulsen has been Chairman of the Ferring Group, a research-driven, specialty biopharmaceutical group, since 1988, having joined that company in 1976.
Other Directorships and Associations: Dr. Paulsen is a member of the boards of MGIMO University in Moscow, Russia, and the Pro Universitate of the Christian Albrechts University in Kiel, Germany, and a trustee of the Salk Institute of Biological Research in La Jolla, California, USA.
PMI Board Committees: Dr. Paulsen is Chair of the Product Innovation and Regulatory Affairs Committee and a member of the Finance Committee.
Director Qualifications: Dr. Paulsens substantial experience as head of a successful multinational biopharmaceutical group, together with his knowledge of scientific research, bring a unique perspective to the Companys critical efforts to develop reduced-risk products.
|
ROBERT B. POLET
| ||
Primary Occupation: Chairman, Rituals Cosmetics Enterprise B.V.
Chairman, Arica Holding B.V.
Chairman, SFMS B.V.
Senior Independent Director, William Grant & Sons, Ltd.
Director since: 2011
Age: 65 |
Professional Experience: Mr. Polet is currently serving as Chairman of Rituals Cosmetics Enterprise B.V., a retail cosmetics company, as well as Chairman of SFMS B.V., a retail consumer staples company, and Chairman of Arica Holding B.V., its parent holding company. He was Chairman of Safilo Group S.p.A., an eyewear company, from 2011 to 2017, and President, Chief Executive Officer and Chairman of the Management Board of the Gucci Group, a luxury fashion house, from 2004 until 2011. Previously, Mr. Polet spent 26 years in the Unilever Group, a multinational consumer goods company, in a variety of executive roles, including President of Unilevers Worldwide Ice Cream and Frozen Foods division, Chairman of Unilever Malaysia, Chairman of Van den Bergh and Executive Vice President of Unilevers European Home and Personal Care division.
Other Directorships and Associations: Mr. Polet is director of Safilo Group S.p.A. and the senior independent director of William Grant & Sons Ltd., a premium spirits company.
PMI Board Committees: Mr. Polet serves on the Compensation and Leadership Development, Consumer Relationships and Regulation, Finance and Nominating and Corporate Governance Committees.
Director Qualifications: In his previous position, Mr. Polet was responsible for managing such global luxury brands as Gucci, Bottega Veneta, Yves Saint Laurent, Boucheron, Balenciaga, Sergio Rossi, Alexander McQueen and Stella McCartney. He brings to the Board his considerable entrepreneurial business experience in the global luxury business. Furthermore, he has extensive executive experience overseeing major consumer packaged goods businesses, as well as his extensive knowledge of global markets.
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PMI 2021 Proxy Statement 25 |
ELECTION OF DIRECTORS |
|
SHLOMO YANAI
| ||
Primary Occupation: Chairman of the Board, Lumenis Ltd.
Age: 68 |
Professional Experience: Mr. Yanai has been serving as Chairman of the Board of Lumenis Ltd., a medical devices company since 2020. Mr. Yanai has served as Senior Advisor to Moelis & Company, an investment bank since 2016. From 2006 to 2012, he was President and Chief Executive Officer of Teva Pharmaceuticals Industries Ltd. Prior to joining Teva, Mr. Yanai was CEO of Adama Ltd. from 2002 to 2006.
Other Directorships and Associations: Mr. Yanai has been a Board member at Amneal Pharmaceuticals, Inc. since 2019, and W.R. Grace and Company, a specialty chemicals company since 2018. He is also serving as a member of the Advisory Board at CVC Capital Partners, a private equity firm, a position he assumed in 2015. Mr. Yanai has also served as either Chairman of the board or a board member of the following pharmaceutical companies: Cambrex Corp., Protalix Biotherapeutics, Inc., PDL BioPharm, Inc., Perrigo plc, and Sagent Pharmaceuticals, Inc. Mr. Yanai was also a member of the Board of Elisra Group, an electronic device company, from 2002 to 2005, and Bank Leumi, Israels second-largest bank, from 2004 to 2007. Mr. Yanai received Israels Medal of Valor in 1973, and served for 32 years with the Israeli Defense Forces in a variety of leadership roles, and retired with the rank of Major General.
Director Qualifications: Mr. Yanais extensive experience in the pharmaceuticals industry brings a unique perspective to the Companys critical efforts to develop and commercialize RRPs, and to advocate for the development of science-based regulatory frameworks for the development and commercialization of such products.
|
26 PMI 2021 Proxy Statement |
|
Compensation Philosophy
Directors who are full-time employees of the Company receive no additional compensation for services as a director. The Companys philosophy is to provide competitive compensation necessary to attract and retain high-quality non-employee directors. The Board believes that a substantial portion of director compensation should consist of equity-based compensation to assist in aligning directors interests with the interests of shareholders.
Compensation At his request, Dr. Paulsen serves as a director without compensation. The compensation of all other non-employee directors is set forth in the accompanying chart. |
|
Directors Compensation
PMIs non-employee directors compensation for 2020 was set at the following levels and continues in effect for 2021:
|
| |||||
Annual cash retainer:
|
$
|
125,000
|
| |||||
Annual equity award:
|
$
|
175,000
|
| |||||
Chairmans incremental cash retainer:*
|
$
|
400,000
|
| |||||
Interim Chairmans cash retainer:**
|
$
|
100,000
|
| |||||
Presiding Director cash retainer:
|
$
|
35,000
|
| |||||
Committee Chair cash retainer:
|
$
|
35,000
|
| |||||
Committee member cash retainer:
|
|
None
|
| |||||
Committee meeting fees:
|
|
None
|
| |||||
Stock Options:
|
|
None
|
| |||||
* pro-rated through Mr. Camilleris retirement on December 10, 2020
** December 10, 2020 through May 5, 2021 |
|
Share Retention Requirement
A non-employee director may not sell or otherwise dispose of PMI shares received pursuant to the annual share award (other than shares withheld from the grant to pay taxes) unless he or she continues after the disposition to own PMI shares having an aggregate value of at least five times the then-current annual cash retainer. The Companys anti-hedging and anti-pledging policies also apply to non-employee directors (see page 43).
PMI 2021 Proxy Statement 27 |
COMPENSATION OF DIRECTORS |
|
The following table presents the compensation received by the non-employee directors for fiscal year 2020.
Name
|
Fees Earned or Paid in Cash ($)
|
Stock ($)
|
All Other ($)
|
Total ($)
|
||||||||||
Louis C. Camilleri(a) |
|
497,292 |
|
|
175,000 |
|
25,652 |
|
697,944 |
| ||||
Michel Combes(b) |
|
7,639 |
|
|
87,500 |
|
- |
|
95,139 |
|||||
Massimo Ferragamo(c) |
|
22,322 |
|
|
- |
|
- |
|
22,322 |
|||||
Werner Geissler |
|
160,000 |
|
|
175,000 |
|
- |
|
335,000 |
|||||
Lisa A. Hook |
|
147,885 |
|
|
175,000 |
|
- |
|
322,885 |
|||||
Jennifer Li |
|
160,000 |
|
|
175,000 |
|
- |
|
335,000 |
|||||
Jun Makihara |
|
160,000 |
|
|
175,000 |
|
- |
|
335,000 |
|||||
Kalpana Morparia |
|
160,000 |
|
|
175,000 |
|
- |
|
335,000 |
|||||
Lucio A. Noto(d) |
|
173,022 |
|
|
175,000 |
|
- |
|
348,022 |
|||||
Frederik Paulsen(e) |
|
- |
|
|
- |
|
- |
|
- |
| ||||
Robert B. Polet |
|
125,000 |
|
|
175,000 |
|
- |
|
300,000 |
|||||
Stephen M. Wolf(c) |
|
31,250 |
|
|
- |
|
- |
|
31,250 |
(a) | The amount in the All Other Compensation column for Mr. Camilleri represents the imputed income to him for a personal secretary and office space provided by the Company from the day following his retirement on December 10, 2020, through December 31, 2020. |
(b) | Mr. Combes joined the Board in December 2020. This stock award was prorated through May 5, 2021. |
(c) | Messrs. Ferragamo and Wolf retired from the Board effective May 6, 2020. |
(d) | Includes a portion of interim Chairman retainer from December 10, 2020 through December 31, 2020. |
(e) | At his request, Dr. Paulsen serves as a director without compensation. |
28 PMI 2021 Proxy Statement |
|
Ownership of Equity Securities
The following table shows the number of shares of common stock beneficially owned as of March 12, 2021, by each director, nominee for director and named executive officer, and the directors, nominees for director and executive officers of the Company as a group. At March 12, 2021, the number of shares of the Companys common stock outstanding was 1,558,512,960. Unless otherwise indicated, each of the named individuals has sole voting and investment power with respect to the shares shown. The beneficial ownership of each director, nominee for director and executive officer, and of the directors, nominees for director and executive officers as a group, is less than 1% of the outstanding shares.
Name | Amount and Nature of Beneficial Ownership(1) | ||||
Emmanuel Babeau |
|
93,750 |
|||
Bonin Bough |
|
536 |
|||
André Calantzopoulos |
|
880,744 |
|||
Michel Combes |
|
1,034 |
|||
Juan José Daboub |
|
|
|||
Frederic de Wilde |
|
196,628 |
|||
Marc S. Firestone |
|
159,121 |
|||
Werner Geissler |
|
71,243 |
|||
Lisa A. Hook |
|
7,375 |
|||
Martin G. King |
|
171,275 |
|||
Jennifer Li |
|
70,922 |
|||
Jun Makihara |
|
19,607 |
|||
Kalpana Morparia |
|
18,916 |
|||
Lucio A. Noto |
|
117,744 |
|||
Jacek Olczak |
|
299,010 |
|||
Frederik Paulsen |
|
|
|||
Robert B. Polet |
|
20,445 |
|||
Stefano Volpetti |
|
28,500 |
|||
Shlomo Yanai |
|
|
|||
Miroslaw Zielinski |
|
258,682 |
|||
Group (39 persons) |
|
3,202,991 |
(1) | Includes shares of deferred stock as follows: Mr. Babeau, 72,880; Mr. Bough, 535; Mr. Calantzopoulos, 159,170; Mr. de Wilde, 29,680; Ms. Hook, 7,335; Mr. King, 20,760; Mr. Makihara, 16,247; Mr. Noto, 78,166; Mr. Olczak, 56,960; Mr. Volpetti, 28,500; and group, 821,593. Also includes 17,085 shares as to which beneficial ownership is disclaimed by Mr. Noto (shares held by spouse) and 22,196 shares held in trust as to which he has not disclaimed beneficial ownership. Also includes 1,360 shares as to which beneficial ownership is disclaimed by Mr. Makihara (shares held by spouse). |
In addition to the shares shown in the table above, as of March 12, 2021, those directors who participate in the Companys director deferred fee program had the following PMI share equivalents allocated to their accounts: Mr. Makihara, 13,599; and Mr. Noto, 115,139. See Compensation of Directors on page 28 for a description of the deferred fee program for directors.
PMI 2021 Proxy Statement 29 |
STOCK OWNERSHIP INFORMATION |
|
The following table sets forth information regarding persons or groups known to the Company to be beneficial owners of more than 5% of the outstanding common stock as of March 12, 2021.
Name and Address of Beneficial Owner | Number of Shares Beneficially Owned |
Percent of Common March 12, 2021 | ||||||||
BlackRock, Inc. 55 East 52nd Street New York, NY 10055 |
|
90,439,001 |
(1) |
|
5.80
|
%
| ||||
Capital World Investors A division of Capital Research and Management Company (CRMC) 333 South Hope Street Los Angeles, CA 90071 |
|
82,430,438 |
(2) |
|
5.29
|
%
| ||||
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355 |
|
122,884,229 |
(3) |
|
7.88
|
%
|
(1) | According to a Schedule 13G/A, dated January 29, 2021, filed with the U.S. Securities and Exchange Commission on January 29, 2021, by BlackRock, Inc., presenting the number of shares as of December 31, 2020. |
(2) | According to a Schedule 13G, dated February 16, 2021, filed with the U.S. Securities and Exchange Commission on February 16, 2021, by Capital World Investors, presenting the number of shares as of December 31, 2020. |
(3) | According to a Schedule 13G/A, dated February 8, 2021, filed with the U.S. Securities and Exchange Commission on February 10, 2021, by The Vanguard Group presenting the number of shares as of December 31, 2020. |
Delinquent Section 16(a) Reports
The Company believes that during 2020 all reports for the Companys executive officers and directors that were required to be filed under Section 16 of the Exchange Act were filed on a timely basis, except that grants of equity awards to each of Mr. Babeau, Mr. Combes, Ms. Folsom, and Mr. Verdeaux were inadvertently reported by the Company on Form 3, rather than Form 4, and were therefore filed late. The individuals responsible for making these filings on behalf of our executives are now aware of the timeframe in which new grants of equity awards must be reported, and that such grants must be reported on Form 4, rather than on a Form 3. As such, the Company does not envision that there will be untimely Section 16 filings for incoming executives and directors going forward.
30 PMI 2021 Proxy Statement |
|
Our Compensation Discussion and Analysis outlines: (i) the design of our executive compensation program, and the objectives and principles upon which they are based; and (ii) our 2020 performance, and the resulting decisions of the Compensation and Leadership Development Committee to reflect that performance in setting compensation for our CEO and the other named executive officers.
Compensation and Leadership Development Committee
The Compensation and Leadership Development Committee consists entirely of non-management directors, all of whom our Board has determined are independent within the rules and regulations of the U.S. Securities and Exchange Commission, the meaning of independence under the listing standards of the New York Stock Exchange and our Corporate Governance Guidelines. Its responsibilities are described below and set forth in the Compensation and Leadership Development Committee Charter, which is available on the Companys website at www.pmi.com/who-we-are/corporate-governance/board-committees.
The members of the Committee are: Werner Geissler (Chair), Lisa A. Hook, Lucio A. Noto, and Robert B. Polet. The Committee met five times in 2020. The Chair of the Committee, in consultation with the other members, sets meeting agendas. The Committee reports its actions and recommendations to the Board.
Program Design, Philosophy and Objectives
PMI 2021 Proxy Statement 31 |
COMPENSATION DISCUSSION AND ANALYSIS |
|
Component |
Key Characteristics | Key Objective |
| |||||||
Base Salary |
◾ |
Fixed component of compensation reflecting the scope of the executives role, performance and market pay practices. |
◾ |
Intended to provide sufficient competitive base pay to attract, develop and retain world-class leaders.
|
||||||
Incentive Compensation (IC) Awards |
◾ |
Annual performance-based variable cash award for meeting or exceeding performance goals pre-established by the Committee.
|
◾ |
Intended to motivate executives to meet or exceed our performance goals and strategic objectives in a given fiscal year. |
||||||
◾ |
The Companys incentive compensation business rating is determined by a fixed formula that measures the Companys results against performance targets pre-established and pre-weighted by the Committee (see pages 35-37). The final award is determined by multiplying the executives base salary by the IC performance rating and by the executives IC target and individual performance rating.
|
|||||||||
Equity Awards |
◾ |
Long-term variable equity awards contribute to all six of the Committees program design objectives described on page 31, while minimizing share dilution and protecting against excessive risk taking. |
◾ |
Intended to motivate our executives to produce results that enhance sustainable shareholder value and strengthen the Company over the long term. |
||||||
◾ |
Amount of each award is determined by multiplying the executives base salary by the target percentage for that salary grade, and then by the executives individual performance rating for the most recently completed year, plus or minus ten percentage points.
60% of the February 2021 award was in the form of PSUs that vest at the end of the 2021-2023 performance cycle in amounts that depend on the degree to which pre-established and pre-weighted performance goals are achieved or exceeded (see pages 37-39).
40% of the February 2021 award was in the form of RSUs that vest at the end of the three-year cycle (assuming continued employment).
|
32 PMI 2021 Proxy Statement |
COMPENSATION DISCUSSION AND ANALYSIS |
|
Target Compensation Mix
Other than the CEO, all of our NEOs are in salary grades 25 and 26. Our CEO is the only employee in salary grade 28, and no employee is in salary grade 27. The target compensation mix for 2020 and for 2021 is shown in the following chart:
Grade 28 11% 22% 67% Grade 26 20% 25% 55% Grade 25 27% 27% 46% Base Salary Annual Incentive Compensation Equity Awards
In February 2021, the Committee granted PSUs for the 2021-2023 performance cycle and RSUs. It also established performance targets for the 2021 annual incentive compensation awards that are payable in February 2022. Award targets as a percentage of base salary for our named executive officers are as follows:
2021 Cash Incentive Target as % of Base Salary(1)
|
2021-2023 PSUs Target as % of Base Salary (60% of total Equity Award)(2)
|
2021 RSUs Target as % of Base Salary (40% of total Equity Award)(3)
| ||||
André Calantzopoulos (CEO/ Executive Chairman)* |
200% / 0% | 360% | 240% | |||
Jacek Olczak (COO / CEO)* |
125% / 200% | 165% | 110% | |||
Emmanuel Babeau |
125% | 165% | 110% | |||
Martin G. King |
100% | 105% | 70% | |||
Frederic de Wilde |
100% | 105% | 70% | |||
Stefano Volpetti |
100% | 105% | 70% |
(1) | Possible award range is between 0% and 225% of target; for Messrs. Calantzopoulos and Olczak, pro-rated to reflect the different positions during the year. |
(2) | Possible award grant range is between 0% and 150% of target; between 0% and 200% of PSUs granted may vest, depending on performance versus criteria established at the time of grant. |
(3) | Possible award grant range is between 0% and 150% of target. |
* | We discuss compensation decisions reflecting the change in roles of Messrs. Calantzopoulos and Olczak on page 40. In addition to pro-rated 2021 annual incentive compensation, their PSUs granted for the 2022-2024 performance cycle and 2022 RSUs, both based on 2021 individual performance, will be pro-rated to reflect different positions held during the year. Mr. Calantzopouloss 2022-2024 PSUs targets will be 360% for CEO role and 180% for Executive Chairman role, and 2022 RSUs targets will be 240% for CEO role and 120% for Executive Chairman role. Mr. Olczaks 2022-2024 PSUs targets will be 165% for COO role, and 360% for CEO role, and 2022 RSUs targets will be 110% for COO role and 240% for CEO role. |
PMI 2021 Proxy Statement 33 |
COMPENSATION DISCUSSION AND ANALYSIS |
|
34 PMI 2021 Proxy Statement |
COMPENSATION DISCUSSION AND ANALYSIS |
|
* | For a reconciliation of non-GAAP to the most directly comparable U.S. GAAP financial measures, see Exhibit B to this proxy statement. |
** | The term materiality, material, and similar terms, when used in the context of economic, environmental and social topics, are defined in the referenced sustainability standards, and are not meant to correspond to the concept of materiality under the U.S. securities laws and/or disclosures required by the U.S. Securities and Exchange Commission. |
PMI 2021 Proxy Statement 35 |
COMPENSATION DISCUSSION AND ANALYSIS |
|
IC Performance Rating: The Committee employed the following pre-established matrix that assigned a rating of 100 correlating to attaining the targeted performance. Ratings for each factor can range from 0 to 150. The percentages indicated for net revenues, adjusted OI, and operating cash flow represent growth versus 2019 results. Actual results are shown in the blue boxes.
2020 IC Performance Versus Target
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Target | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Rating: |
0 . . . |
30 |
40 |
50 |
60 |
70 |
73 |
90 |
100 |
101 |
105 |
110 |
120 |
130 |
140 |
150 |
||||||||||||||||||||||||||||||||||||||||||||||||
Growth Measure(a) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
Market Share (Top 30 OI(b) Markets) |
<7 | 7 | 8 | 9 | 10 | 11 | 11 | 14 | 16 | 16 | 17 | 18 | 20 | 22 | 24 | 25 | ||||||||||||||||||||||||||||||||||||||||||||||||
RRP and other non-combustible product shipment volume |
<70.8 | 70.8 | 71.5 | 72.2 | 73.9 | 75.5 | 76.1 | 78.9 | 80.9 | 81.1 | 81.7 | 82.5 | 83.6 | 84.8 | 87.9 | 91.0 | ||||||||||||||||||||||||||||||||||||||||||||||||
Net Revenues(c) |
<2.1% | 2.1% | 2.3% | 2.4% | 2.9% | 3.3% | 3.4% | 4.1% | 4.8% | 4.9% | 5.1% | 5.4% | 5.8% | 6.3% | 6.9% | 7.6% | ||||||||||||||||||||||||||||||||||||||||||||||||
Adjusted OI(c) |
<5.2% | 5.2% | 5.5% | 5.8% | 6.4% | 7.0% | 7.2% | 8.3% | 9.7% | 9.8% | 10.3% | 10.9% | 11.4% | 11.9% | 13.2% | 14.4% | ||||||||||||||||||||||||||||||||||||||||||||||||
Operating Cash Flow(d) |
<(2.6)% | (2.6)% | (2.2)% | (1.8)% | (0.8)% | 0.2% | 0.5% | 2.2% | 3.4% | 3.5% | 3.8% | 4.3% | 5.0% | 5.7% | 7.5% | 9.4% | ||||||||||||||||||||||||||||||||||||||||||||||||
Strategic Priorities and Enablers |
|
< Key initiatives missed > 0 - 70 |
|
< Mostly/all accomplished > 80 - 120 |
|
< Majority/all exceeded > 130 - 150 |
(a) | For a reconciliation of non-GAAP to the most directly comparable U.S. GAAP financial measures, see Exhibit B to this proxy statement. |
(b) | Number of Top 30 OI markets (reflecting the deconsolidation of RBH) in which total share of the heated tobacco units and cigarettes was growing or stable. |
(c) | Organic growth. |
(d) | Net cash provided by operating activities, excluding currency, on a like-for-like basis. |
At the Committee meeting in the spring of 2020, it became clear that the impact of the pandemic would be significant. However, the Committee decided not to reset the targets that had been set prior to the onset of the pandemic but instead used its discretion to assign the rating based on the evaluation of the Companys overall performance in light of the impact of the pandemic on the Companys business. Our performance rating for each factor was weighted in accordance with the pre-established formula shown below to produce an overall IC performance rating of 70; however, given the progress delivered under a unique set of circumstances beyond our control due to the global COVID-19 pandemic, the Committee approved a rating of 90. As explained on page 43, this rating applies to our management employees worldwide.
2020 IC Performance Rating
| ||||||
Measure
|
Performance Rating
|
Weight
|
Weighted Performance
| |||
Market Share (Top 30 OI Markets) |
105 | 15% | 15.8 | |||
RRP and other non-combustible products shipment volume |
73 | 20% | 14.6 | |||
Net Revenues |
0 | 15% | 0 | |||
Adjusted OI |
0 | 15% | 0 | |||
Operating Cash Flow |
101 | 20% | 20.2 | |||
Strategic Priorities and Enablers |
130 | 15% | 19.5 | |||
70.1 |
36 PMI 2021 Proxy Statement |
COMPENSATION DISCUSSION AND ANALYSIS |
|
The Committee approved an IC performance rating for 2020 of: 2020 vs. 2019 vs. 2018 90 135 80
In addition to certifying the IC performance rating, the Committee rated each executive officers individual performance during 2020. Individual ratings can range from 0% to 150%. To assure a disciplined, fair and equitable assessment, individual performance ratings were calibrated to reflect each executives contribution to the overall results of the Company. Application of the following formula then determined the cash incentive award for each named executive officer in 2020.
Incentive Compensation Award Formula
IC Award |
= | Base Salary |
X | Individual Target % (varies by grade) |
X | IC Performance Rating (0%-150%) |
X | Individual Rating (0%-150%) |
2021 Incentive Compensation (IC) Awards: For 2021, the Committee retained the performance metrics used in 2020. The Committee also set performance targets for those metrics. Each of the 2021 financial performance targets reflects the Companys 2021 budget approved by the Board, with a performance factor of 100 equating to achieving budgeted results. To measure the Companys performance, the Committee also established six key strategic priorities and four strategic enablers, which are underpinned by the Companys commitment to put sustainability at the core of the Companys corporate strategy. The full range of potential results is reflected in a pre-established matrix that will generate an overall IC performance rating for 2021. In addition to pre-establishing a formula for grading our results against the performance factors, the Committee pre-established the weights for each factor.
Long-Term Equity Awards: The Committee establishes the equity award target opportunity for our CEO and each other NEO based on Company targets by salary grade, which are unchanged from the levels established in 2014, and the individuals performance rating for this award. The Committee grants the individual 60% of the award opportunity in the form of performance-based PSUs and 40% in the form of time-based RSUs.
Equity Award Grant Formula
Equity Award Target Opportunity (60% PSU & 40% RSU) |
= | Base Salary |
X | Individual Target % (varies by grade) |
X | Individual Rating (0%-150%) |
PSU Performance Metrics: In February 2018, the Committee established three metrics for determining the number of PSUs that would vest at the end of the 2018-2020 performance cycle. The first measure, weighted 50%, was the Companys Total Shareholder Return during the three-year cycle relative to the Peer Group and on an absolute basis. The second measure, weighted 30%, was the Companys organic compound annual adjusted operating income growth rate over the cycle, excluding acquisitions. The final measure, weighted 20%, was the Companys performance against its transformation metric, defined as RRP shipment volume target during the last year of the performance cycle.
The aggregate of the weighted performance metrics for the three metrics determined the percentage of PSUs that vested at the end of the three-year performance cycle. Each vested PSU entitles the participant to one share of common stock. An aggregate weighted PSU performance factor of 100 would result in the targeted number of PSUs being vested. The minimum percentage of PSUs that could vest was zero, while the maximum was twice the targeted number.
PMI 2021 Proxy Statement 37 |
COMPENSATION DISCUSSION AND ANALYSIS |
|
TSR Performance Metric. The TSR performance metric, which determined 50% of the PSU performance factor, was calculated based on the Companys three-year rolling TSR versus the Companys Peer Group (see page 42). To adjust for market volatility, the TSR calculations are based on the average of the 20 trading days immediately before the start of the performance cycle and the last 20 trading days of the performance cycle. To reflect that several members of the Peer Group are primarily listed on foreign stock exchanges and report their financial results in different currencies, the Company measures the TSRs for those companies by using the price performance of their publicly traded American Depository Receipts (U.S. ADRs). The use of U.S. ADRs avoids the need to adjust the TSRs of non-U.S. Peers to reflect currency changes, and increases transparency by enabling shareholders to directly observe such TSRs. In addition to evaluating our relative TSR, if the Companys absolute TSR for a performance cycle is zero or less, the Committee will cap the TSR performance metric at target or less. This approach would limit rewards for a performance cycle in which we performed in line with, or better than, the Peer Group, but shareholders did not realize a positive return. The TSR performance factor for the 2018-2020 performance cycle was calculated relative to the Peer Group in accordance with the following schedule:
|
PMI TSR as a Percentile of Peer Group
|
|||||||||||
Result
|
Performance Factor
|
Actual
|
Rating
| |||||||||
Below Threshold
|
Below 25th percentile
|
0%
|
||||||||||
Threshold
|
25th percentile
|
50%
|
35th percentile | 70% | ||||||||
Target
|
50th percentile
|
100%
| ||||||||||
Maximum
|
85th percentile and above
|
200%
|
Adjusted Operating Income Organic Growth Performance Metric. The adjusted operating income organic growth performance metric for the 2018-2020 performance cycle, which determined 30% of the PSU performance factor, was the compound annual organic growth rate of the Companys adjusted operating income as shown below:
Three-Year Adjusted OI CAGR*
|
||||||||||||
Result
|
Performance Factor
|
Actual
|
Rating
| |||||||||
Below Threshold
|
<4%
|
0%
|
||||||||||
Threshold
|
4%
|
50%
|
5.2% | 67% | ||||||||
Target
|
7.5%
|
100%
| ||||||||||
Maximum
|
³11%
|
200%
|
* | On an organic basis. For a reconciliation of non-GAAP to the most directly comparable U.S. GAAP financial measures, see Exhibit B of this proxy statement. |
Transformation Performance Metric. The transformation performance metric for the 2018-2020 performance cycle, which determined 20% of the PSU performance factor, was defined as RRP unit shipment volume in 2020, as shown below:
|
RRP Shipment Volume* (billions of units)
|
|||||||||||
Result
|
Performance Factor
|
Actual
|
Rating
| |||||||||
Below Threshold
|
<100.0
|
0%
|
76.1 | 0% | ||||||||
Threshold
|
100.0
|
50%
|
||||||||||
Target
|
130.0
|
100%
|
||||||||||
Maximum
|
³155.0
|
200%
|
* | Includes heated tobacco units and e-vapor products (in equivalent units). |
Performance Rating for 2018-2020 PSU Cycle. The overall performance rating for the 2018-2020 PSU award cycle was 55%. When assessing PMIs 2018-20 PSU performance, the Committee neither modified the set targets on the three metrics, nor adjusted the resulting rating for COVID-19. The Committee determined that making adjustments for only the final year of the three-year performance cycle would be inappropriate.
38 PMI 2021 Proxy Statement |
COMPENSATION DISCUSSION AND ANALYSIS |
|
2021-2023 PSU Performance Cycle. In order to more closely align the performance metrics with the Companys transformation goals, the Committee established the following performance metrics at what it believes are appropriately ambitious levels that reflect the Board-approved three-year plan. It retained the TSR performance metric defined in the same way as shown on the previous page for the 2018-2020 PSU Performance Cycle, except that the maximum performance factor of 200% would be achieved at the 80th percentile relative to the Peer Group. The second metric is the Companys organic compound annual adjusted diluted EPS growth rate over the 2021-2023 PSU Performance Cycle, with 0% for growth below 5%, 50% for growth at the threshold level of 5%, 100% for growth at the target level of 8%, and 200% for growth at or above 10.5%. The final metric is the Companys transformation performance metric, defined as net revenues from our smoke-free products as a percentage of the Companys total net revenues, in the last year of the performance cycle, with performance factors of 0% for a ratio below 31%, 50% for a ratio at the threshold level of 31%, 100% for a ratio at the target level of 37%, and 200% for a ratio at or above 42%.
The Committee weighted the 2021-2023 performance metrics as follows: TSR, 40%; Organic Adjusted Compound Annual Diluted EPS Growth, 30%; and Transformation, 30%. The Committee measures performance on these metrics consistent with the way the Company communicates its results, which may include adjustments.
The Committee preserved its discretion to use the following modifiers in its certification of the transformation performance metric:
◾ | The quality of the net revenue achievement, namely, the heated tobacco products excise tax differential compared to cigarettes as well as the conversion rate to PMIs RRPs (converted and predominant usage); and |
◾ | ESG criteria achievement, namely, our targets for carbon footprint reduction, maintaining our current CDP A rating (climate change, forest, and water), RRP device recycling, and representation of women in senior roles. |
The quality of the net revenue achievement modifier may have a positive or negative 15-percentage-point impact, and the ESG criteria achievement modifier may have a positive or negative 30-percentage-point impact, on the transformation metric. The Company intends to publish the information that underpins these modifiers in its Integrated Report pertaining to the Companys sustainability initiatives.
PSU Vesting Mechanics. At the end of the three-year performance cycle, the Companys performance factor for each of the three metrics will be calculated and then weighted, resulting in an overall PSU performance factor from 0% to 200%. This percentage will be applied to the executives target PSU award to determine the number of shares of common stock to be issued to the executive.
The Committee may adjust the PSU performance metrics if appropriate to reflect significant unplanned acquisitions or dispositions.
PMI 2021 Proxy Statement 39 |
COMPENSATION DISCUSSION AND ANALYSIS |
|
2020 Individual Performance and Compensation Decisions
1 | Using the conversion rate on February 3, 2021 of CHF 1.00 = $1.11229. |
40 PMI 2021 Proxy Statement |
COMPENSATION DISCUSSION AND ANALYSIS |
|
PMI 2021 Proxy Statement 41 |
COMPENSATION DISCUSSION AND ANALYSIS |
|
Additional Compensation Policies and Processes
Peer Group: The Committee uses a single customized peer group both to benchmark its compensation programs and to compare its TSR when calculating the Companys PSU performance factor. The following 19 companies, selected in 2015 on the basis of their global presence, focus on consumer products, and similarity to the Company in terms of net revenues and market capitalization, constitute our Peer Group:
◾ Altria Group, Inc. |
◾ Kimberly-Clark Corporation | |||
◾ Anheuser-Busch InBev SA/NV |
◾ The Kraft Heinz Company | |||
◾ British American Tobacco p.l.c. |
◾ McDonalds Corp. | |||
◾ The Coca-Cola Company |
◾ Mondelēz International, Inc. | |||
◾ Colgate-Palmolive Co. |
◾ Nestlé S.A. | |||
◾ Diageo plc |
◾ PepsiCo, Inc. | |||
◾ Heineken N.V. |
◾ The Procter & Gamble Company | |||
◾ Imperial Brands PLC |
◾ Roche Holding AG | |||
◾ Japan Tobacco Inc. |
◾ Unilever NV and PLC | |||
◾ Johnson & Johnson
|
42 PMI 2021 Proxy Statement |
COMPENSATION DISCUSSION AND ANALYSIS |
|
PMI 2021 Proxy Statement 43 |
COMPENSATION DISCUSSION AND ANALYSIS |
|
44 PMI 2021 Proxy Statement |
COMPENSATION DISCUSSION AND ANALYSIS |
|
Compensation and Leadership Development Committee Report
The Compensation and Leadership Development Committee has reviewed and discussed the Compensation Discussion and Analysis contained on pages 31 through 62 of this proxy statement with management. Based on its review and discussions with management, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.
Compensation and Leadership Development Committee:
Werner Geissler, Chair
Lisa A. Hook
Lucio A. Noto
Robert B. Polet
The information contained in the report above shall not be deemed to be soliciting material or to be filed with the Securities and Exchange Commission or subject to Regulation 14A or 14C or the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent specifically incorporated by reference therein.
PMI 2021 Proxy Statement 45 |
COMPENSATION DISCUSSION AND ANALYSIS |
|
The following table sets forth information concerning the cash and non-cash compensation awarded by PMI to our named executive officers: the Chief Executive Officer, the Chief Financial Officer, the former Chief Financial Officer serving now as CEO, PMI America, the three most highly compensated officers serving as executive officers on December 31, 2020, and two additional officers who were among the most highly compensated officers during 2020, but who retired before December 31, 2020. These amounts are based on the compensation earned by these officers while employed by PMI for each year. The compensation for Messrs. Babeau, de Wilde, and Volpetti for 2019 and 2018 is not shown because they were not named executive officers for those years.
Name and Principal Position |
Year | Salary(1) ($) |
Bonus ($) |
Stock Awards(2) ($) |
Non-Equity Incentive Plan Compensation(3) ($) |
Change in Pension Value(4) ($) |
All Other Compensation(5) ($) |
Total Compensation ($) | ||||||||||||||||||||||||||||||||
André Calantzopoulos, Chief Executive Officer |
|
2020 |
|
|
1,665,141 |
|
|
12,024,210 |
|
|
3,367,745 |
|
|
4,857,081 |
|
|
22,621 |
|
|
21,936,798 |
| |||||||||||||||||||
2019 | 1,525,542 | 9,752,500 | 5,491,500 | 5,303,609 | 51,909 | 22,125,060 | ||||||||||||||||||||||||||||||||||
2018 | 1,549,551 |
|
|
|
11,704,916 | 2,336,771 | 285,598 | 57,399 | 15,934,235 | |||||||||||||||||||||||||||||||
Jacek Olczak, Chief Operating Officer |
|
2020 |
|
|
1,281,619 |
|
|
4,371,767 |
|
|
1,838,611 |
|
|
3,456,211 |
|
|
14,341 |
|
|
10,962,549 |
| |||||||||||||||||||
2019 | 1,168,771 | 3,156,689 | 2,617,361 | 5,097,025 | 15,558 | 12,055,404 | ||||||||||||||||||||||||||||||||||
2018 | 1,047,291 |
|
|
|
3,453,956 | 1,036,385 | 515,035 | 17,643 | 6,070,310 | |||||||||||||||||||||||||||||||
Emmanuel Babeau, Chief Financial Officer |
|
2020 |
|
|
852,155 |
|
|
8,814,207 |
|
|
1,129,213 |
|
|
1,015,118 |
|
|
69,748 |
|
|
11,880,441 |
| |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Martin G. King, CEO, PMI America |
|
2020 |
|
|
903,481 |
|
|
1,489,468 |
|
|
776,813 |
|
|
2,944,363 |
|
|
164,730 |
|
|
6,278,855 |
| |||||||||||||||||||
2019 | 853,388 | 1,362,354 | 1,120,587 | 3,086,363 | 191,964 | 6,614,656 | ||||||||||||||||||||||||||||||||||
2018 | 866,819 |
|
|
|
1,907,983 | 583,824 | 306,511 | 196,074 | 3,861,211 | |||||||||||||||||||||||||||||||
Frederic de Wilde, President, European Union Region |
|
2020 |
|
|
903,477 |
|
|
2,216,885 |
|
|
992,600 |
|
|
2,479,770 |
|
|
27,511 |
|
|
6,620,243 |
| |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Stefano Volpetti, Chief Consumer Officer(6) |
|
2020 |
|
|
958,843 |
|
|
213,038 |
|
|
2,003,297 |
|
|
1,057,201 |
|
|
2,233,857 |
|
|
24,002 |
|
|
6,490,238 |
| ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Marc S. Firestone, Retired President, External Affairs & General Counsel |
|
2020 |
|
|
907,663 |
|
|
3,269,897 |
|
|
1,093,985 |
|
|
15,635,079 |
|
|
2,854,116 |
|
|
23,760,740 |
| |||||||||||||||||||
2019 | 1,027,386 | 3,013,478 | 1,957,802 | 1,339,733 | 29,534 | 7,367,933 | ||||||||||||||||||||||||||||||||||
2018 | 1,043,393 |
|
|
|
3,617,432 | 1,088,204 | 454,061 | 29,412 | 6,232,502 | |||||||||||||||||||||||||||||||
Miroslaw Zielinski, Retired Chief New Ventures Officer |
|
2020 |
|
|
506,133 |
|
|
2,891,251 |
|
|
- |
|
|
- |
|
|
3,743,896 |
|
|
7,141,280 |
| |||||||||||||||||||
2019 | 954,007 | 2,260,309 | 1,731,403 | 3,156,660 | 17,800 | 8,120,179 | ||||||||||||||||||||||||||||||||||
2018 | 969,022 |
|
|
|
3,351,990 | 816,155 | 194,717 | 5,879 | 5,337,763 |
(1) | The 2020 base salaries are converted to U.S. dollars using an average conversion rate for 2020 of $1.00 = 0.9388 CHF. Average conversion rates for 2019 and 2018 were $1.00 = 0.9939 CHF and 0.9785 CHF, respectively. Year-to-year variations in the salaries and other amounts reported for our officers result in part from year-to-year variations in exchange rates. For Messrs. Firestone and Zielinski, the salary reflects amounts paid through their early retirement on October 31, 2020 and June 30, 2020, respectively. For Mr. Babeau, the salary reflects the amounts paid from the commencement of his employment on May 1, 2020. |
(2) | The amounts shown in this column represent the aggregate grant date fair value of stock awards computed in accordance with FASB ASC Topic 718. The number of shares awarded in 2020, together with the grant date fair values of each award, is disclosed in the Grants of Plan-Based Awards During 2020 table on page 50. |
(Notes continued on next page)
46 PMI 2021 Proxy Statement |
COMPENSATION DISCUSSION AND ANALYSIS |
|
(Notes continued...)
The assumptions used in the calculation of the grant date fair value of PSUs awarded in 2020 under the 2017 Performance Incentive Plan are described in Item 8, Note 9. Stock Plans, to the consolidated financial statements contained in our 2020 Form 10-K. The table below provides the grant date fair value of PSUs awarded in 2020 that are subject to maximum performance conditions for each of our NEOs, assuming the maximum level performance is achieved.
Name |
2020 PSUs Maximum Value at 200% ($) | ||||
André Calantzopoulos |
14,732,713 | ||||
Jacek Olczak |
5,355,688 | ||||
Emmanuel Babeau |
4,617,929 | ||||
Martin G. King |
1,824,224 | ||||
Frederic de Wilde |
2,400,006 | ||||
Stefano Volpetti |
2,454,843 | ||||
Marc S. Firestone |
4,006,713 | ||||
Miroslaw Zielinski |
3,542,431 |
(3) | The 2020, 2019 and 2018 annual incentive compensation awards are converted to U.S. dollars using year-end conversion rates of $1.00 = 0.8811 CHF, 0.9671 CHF and 0.9842 CHF, respectively. Mr. Babeaus award is pro-rated as of his hiring date of May 1, 2020, and Mr. Firestones award is pro-rated through his early retirement date of October 31, 2020. Mr. Zielinski did not receive an annual award due to his early retirement on June 30, 2020; however, a pro-rated award was paid as part of his severance and is included in the All Other Compensation table. |
(4) | The amounts shown reflect the change in the present value of benefits under the pension plans listed in the Pension Benefits table. The increases in present pension value in 2020 were mainly driven by the mandated use of lower interest rates to discount projected future benefits and the impact of exchange rates between USD and CHF. Such increases would reverse in the event higher interest rates are used in future periods. In addition, the increase in the present value of pension benefits for Mr. Firestone is attributable to his purchase of additional service credit of 20.5 years in the amount of $4,553,631 funded fully by him with no Company contribution; as described on page 55, the Swiss law permits participants in a pension plan to make additional voluntary contributions to the pension plan to compensate for missing years of credited service. This voluntary contribution, coupled with additional benefits provided at retirement pursuant to the Swiss plan rules, has increased future benefit obligations to Mr. Firestone under the Swiss plan. Excluding the impact of this voluntary contribution, Mr. Firestones 2020 change in pension value would have been $1,328,475 and his total compensation would have been $9,454,136. The amount for Mr. Zielinski is shown as $0 due to a decrease in the present value of his pension benefits at December 31, 2020, resulting from the lump sum payments from the IC Pension Plan and the Supplemental Plan at retirement. The aggregated amount of decrease is ($305,473). |
(5) | Details of All Other Compensation for each of the named executive officers appear on the following page. |
(6) | Mr. Volpetti, who was hired in 2019, received the third and fourth installments of his cash sign-on bonus during 2020. The amounts are converted to U.S. dollars using average conversion rate for 2020 of $1.00 = 0.9388 CHF. |
PMI 2021 Proxy Statement 47 |
COMPENSATION DISCUSSION AND ANALYSIS |
|
Name and Principal Position |
Year | International Assignments(a) ($) |
Personal Use of Company Aircraft(b) ($) |
Car Expenses(c) ($) |
Tax Preparation Services(d) ($) |
Early Retirement Payments(e) ($) |
Totals ($) | ||||||||||||||||||||||||||||
André Calantzopoulos, Chief Executive Officer |
|
2020 |
|
|
- |
|
|
- |
|
|
21,023 |
|
|
1,598 |
|
|
- |
|
|
22,621 |
| ||||||||||||||
2019 | - | 30,110 | 20,290 | 1,509 | - | 51,909 | |||||||||||||||||||||||||||||
2018 | - | 36,026 | 19,840 | 1,533 | - | 57,399 | |||||||||||||||||||||||||||||
Jacek Olczak, Chief Operating Officer |
|
2020 |
|
|
- |
|
|
- |
|
|
14,341 |
|
|
- |
|
|
- |
|
|
14,341 |
| ||||||||||||||
2019 | - | - | 15,558 | - | - | 15,558 | |||||||||||||||||||||||||||||
2018 | - | - | 17,643 | - | - | 17,643 | |||||||||||||||||||||||||||||
Emmanuel Babeau, Chief Financial Officer |
|
2020 |
|
|
50,889 |
|
|
- |
|
|
18,859 |
|
|
- |
|
|
- |
|
|
69,748 |
| ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||
Martin G. King, CEO, PMI America |
|
2020 |
|
|
129,561 |
|
|
- |
|
|
24,783 |
|
|
10,386 |
|
|
- |
|
|
164,730 |
| ||||||||||||||
2019 | 159,328 | - | 18,550 | 14,086 | - | 191,964 | |||||||||||||||||||||||||||||
2018 | 169,667 | - | 26,407 | - | - | 196,074 | |||||||||||||||||||||||||||||
Frederic de Wilde, President, European Union Region |
|
2020 |
|
|
- |
|
|
- |
|
|
25,913 |
|
|
1,598 |
|
|
- |
|
|
27,511 |
| ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||
Stefano Volpetti, Chief Consumer Officer |
|
2020 |
|
|
- |
|
|
- |
|
|
22,404 |
|
|
1,598 |
|
|
- |
|
|
24,002 |
| ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||
Marc S. Firestone, Retired President, External Affairs & General Counsel |
|
2020 |
|
|
- |
|
|
- |
|
|
12,205 |
|
|
10,386 |
|
|
2,831,525 |
|
|
2,854,116 |
| ||||||||||||||
2019 | - | - | 19,724 | 9,810 | - | 29,534 | |||||||||||||||||||||||||||||
2018 | - | - | 17,830 | 11,582 | - | 29,412 | |||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||
Miroslaw Zielinski, Retired Chief New Ventures Officer |
|
2020 |
|
|
- |
|
|
- |
|
|
8,743 |
|
|
3,728 |
|
|
3,731,425 |
|
|
3,743,896 |
| ||||||||||||||
2019 | - | - | 14,279 | 3,521 | - | 17,800 | |||||||||||||||||||||||||||||
2018 | - | - | 1,967 | 3,912 | - | 5,879 |
(a) | The amounts shown for Mr. King include payments or reimbursements made pursuant to PMIs Long-Term Assignment Guidelines, which are designed to facilitate the relocation of employees to positions in other countries by covering expenses over and above those that the employees would have incurred had they remained in their home countries. International assignments and relocations provide a key means for the Company to meet its global employee development and resource needs, and the Long-Term Assignment Guidelines ensure that employees have the necessary financial support to help meet cost differences associated with these assignments. The Long-Term Assignment Guidelines cover housing, home leave, relocation, education expenses and tax and social security equalization, as well as other program allowances. Currently, there are approximately 540 participants in the program. The amounts shown for Mr. Babeau include payments and reimbursements made pursuant to PMIs New Hire from Abroad Guidelines, which are designed to facilitate the relocation of our new hires, when they are hired from a different country than their work location. |
(b) | The amounts shown are the incremental cost of personal use of Company aircraft to PMI, and include the cost of trip-related crew hotels and meals, in-flight food and beverages, landing and ground handling fees, hourly maintenance contract costs, hangar or aircraft parking costs, fuel costs based on the average annual cost of fuel per hour flown, and other smaller variable costs. Fixed costs that would be incurred in any event to operate Company aircraft (e.g., aircraft purchase costs, depreciation, maintenance not related to personal trips, and flight crew salaries) are not included. Mr. Calantzopoulos is responsible for his own taxes on any imputed taxable income resulting from personal use of Company aircraft. |
(c) | Amounts shown for Mr. Calantzopoulos include the incremental cost of personal use of driver services that PMI provided for reasons of security and personal safety. With respect to Messrs. Calantzopoulos, Olczak, Babeau, King, de Wilde, Volpetti, Firestone, and Zielinski, amounts include the cost, amortized over a six-year period, of a vehicle, including insurance, maintenance, repairs and taxes. Executives are responsible for their own taxes on any imputed taxable income resulting from car expenses. Amounts that were paid or incurred in currency other than U.S. dollars are converted to U.S. dollars using an average conversion rate for 2020 of $1.00 = 0.9388 CHF. |
(d) | The tax preparation services are pursuant to PMI policies that apply to all Swiss payroll-based management employees. The amounts shown are converted to U.S. dollars using an average conversion rate for 2020 of $1.00 = 0.9388 CHF. |
(e) | The payments in connection with Mr. Firestones early retirement include a severance payment of $814,875, a non-compete amount of $1,629,750 (payable on the earlier of 30 days after October 31, 2022 if non-compete obligations are met or death), holiday equivalent payment of $368,414, and tax preparation services related to early retirement. For Mr. Zielinski, the payments include a severance payment of $2,150,879, including an amount in lieu of his pro-rated incentive compensation award for 2020, a non-compete payment of $1,509,921 payable in two equal installments in July 2020 and July 2022 (or upon death, if earlier), in each case, if non-compete obligations are met, a holiday equivalent payment of $65,564 and tax preparation services |
(Notes continued on next page)
48 PMI 2021 Proxy Statement |
COMPENSATION DISCUSSION AND ANALYSIS |
|
(Notes continued...)
related to early retirement. The amounts shown are converted to U.S. dollars using an average conversion rate for 2020 of $1.00 = 0.9388 CHF. Any variations in the amounts reported previously result from the impact of the exchange rate between USD and CHF. The early retirement agreements for Messrs. Firestone and Zielinski are described on pages 61-62. |
The following are the specific amounts paid by the Company under the International Assignments:
Name and Principal Position |
Year | Relocation ($) |
Tax
and Equalization(a) ($) |
Other Program Allowances(b) ($) |
Totals ($) | ||||||||||||||||||||
Emmanuel Babeau, Chief Financial Officer |
|
2020 |
|
|
43,049 |
|
|
- |
|
|
7,840 |
|
|
50,889 |
| ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||
Martin G. King, CEO, PMI America |
|
2020 |
|
|
84,725 |
|
|
40,743 |
|
|
4,093 |
|
|
129,561 |
| ||||||||||
2019 | 4,322 | 151,310 | 3,696 | 159,328 | |||||||||||||||||||||
2018 | 154,449 | - | 15,218 | 169,667 |
Amounts that were paid or incurred in currency other than U.S. dollars are converted to U.S. dollars using an average conversion rate for 2020 of $1.00 = 0.9388 CHF. |
(a) | The tax and social security equalization payments made pursuant to PMIs Long-Term Assignment Guidelines are to ensure that an assignees income tax and social security liability is approximately the same as if he or she had not accepted a long-term international assignment. Payments for tax equalization often occur in years following the actual tax year. The Company has covered the excess taxes and social security on behalf of Mr. King pursuant to our assignment tax principle. |
(b) | Other Program Allowances include tax preparation services paid by the Company under the Long-Term Assignment and New Hire from Abroad Guidelines. |
PMI 2021 Proxy Statement 49 |
COMPENSATION DISCUSSION AND ANALYSIS |
|
Grants of Plan-Based Awards During 2020
Estimated Possible
Payouts Annual Incentive Plan(1) |
Estimated Future Payouts Under Equity Incentive Plan(2) |
|||||||||||||||||||||||||||||||||
Name and Principal Position |
Grant Date |
Threshold ($) |
Target ($) |
Maximum ($) |
Threshold (#) |
Target (#) |
Maximum (#) |
All Other Stock Awards: Number of of Stock or (#) |
Grant Date Fair Value of Stock Awards ($) |
|||||||||||||||||||||||||
André Calantzopoulos, Chief Executive Officer |
|
2020 |
|
- |
|
3,563,750 |
|
|
8,018,438 |
|
||||||||||||||||||||||||
2/6/2020 | 40,300 | 80,600 | 161,200 | 7,366,356 | ||||||||||||||||||||||||||||||
2/6/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
53,730 | 4,657,854 | ||||||||||||||||
Jacek Olczak, Chief Operating Officer |
|
2020 |
|
- |
|
1,702,417 |
|
|
3,830,438 |
|
||||||||||||||||||||||||
2/6/2020 | 14,650 | 29,300 | 58,600 | 2,677,844 | ||||||||||||||||||||||||||||||
2/6/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,540 | 1,693,923 | ||||||||||||||||
Emmanuel Babeau, Chief Financial Officer |
|
2020 |
|
- |
|
1,702,423 |
|
|
3,830,452 |
|
||||||||||||||||||||||||
5/1/2020 | 13,790 | 27,580 | 55,160 | 2,308,965 | ||||||||||||||||||||||||||||||
5/1/2020 | 18,390 | 1,358,985 | ||||||||||||||||||||||||||||||||
5/1/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
69,640 | 5,146,257 | ||||||||||||||||
Martin G. King, CEO, PMI America |
|
2020 |
|
- |
|
959,033 |
|
|
2,157,824 |
|
||||||||||||||||||||||||
2/6/2020 | 4,990 | 9,980 | 19,960 | 912,112 | ||||||||||||||||||||||||||||||
2/6/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,660 | 577,356 | ||||||||||||||||
Frederic de Wilde, President, European Union Region |
|
2020 |
|
- |
|
959,028 |
|
|
2,157,813 |
|
||||||||||||||||||||||||
2/6/2020 | 6,565 | 13,130 | 26,260 | 1,200,003 | ||||||||||||||||||||||||||||||
2/6/2020 | (3) | 5,260 | 257,477 | |||||||||||||||||||||||||||||||
2/6/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,760 | 759,405 | ||||||||||||||||
Stefano Volpetti, Chief Consumer Officer |
|
2020 |
|
- |
|
1,021,454 |
|
|
2,298,272 |
|
||||||||||||||||||||||||
2/6/2020 | 6,715 | 13,430 | 26,860 | 1,227,421 | ||||||||||||||||||||||||||||||
2/6/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,950 | 775,876 | ||||||||||||||||
Marc S. Firestone, Retired President, External Affairs & General Counsel |
|
2020 |
|
- |
|
1,447,063 |
|
|
3,255,892 |
|
||||||||||||||||||||||||
2/6/2020 | 10,960 | 21,920 | 43,840 | 2,003,356 | ||||||||||||||||||||||||||||||
2/6/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,610 | 1,266,541 | ||||||||||||||||
Miroslaw Zielinski, Retired Chief New Ventures Officer |
|
2020 |
|
- |
|
- |
|
|
- |
|
||||||||||||||||||||||||
2/6/2020 | 9,690 | 19,380 | 38,760 | 1,771,216 | ||||||||||||||||||||||||||||||
2/6/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,920 | 1,120,035 |
(1) | The estimated possible payouts are converted to U.S. dollars using conversion rate on December 31, 2020, of $1.00 = 0.8811 CHF. The numbers in these columns represent the range of potential cash awards as of the time of the grant. Actual awards paid under these plans for 2020 are found in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. |
(2) | On February 6, 2020, each of our named executive officers, except for Mr. Babeau who commenced employment on May 1, 2020, received 60% of his targeted equity award in the form of PSUs. The target number of PSUs awarded was based on the grant date fair market value, determined by using the average of the high and the low trading prices of PMI stock on that date of $86.69. The closing price of PMI stock on that date was $86.18. Mr. Babeau received the PSU award on his hiring date of May 1, 2020. The target number of PSUs awarded was based on the grant date fair market value of $73.898. These equity awards are scheduled to vest on February 15, 2023, to the extent performance goals pre-established and pre-weighted by the Committee are achieved. For the 2020-2022 performance cycle the performance goals are based on TSR, adjusted currency-neutral compound annual diluted EPS growth rate and net revenues from our RRPs. Dividend equivalents will be payable at vesting only on the earned shares. |
The numbers in these columns represent the potential number of PSUs that can vest at three different levels of performance. Threshold assumes achievement of a threshold performance level for each of the three pre-established performance goals resulting in the vesting of 50% of the target number of PSUs. The vesting percentage can be zero if none of the threshold levels is achieved. |
(3) | On February 6, 2020, Mr. de Wilde received a special PSU award of 5,260 PSUs that was scheduled to vest on February 17, 2021. The vesting percentage for this award could have been either zero or 100%. As the performance conditions were not achieved, the payout for this award was zero. |
(Notes continued on next page)
50 PMI 2021 Proxy Statement |
COMPENSATION DISCUSSION AND ANALYSIS |
|
(Notes continued...)
(4) | On February 6, 2020, each of our named executive officers, except for Mr. Babeau who commenced employment on May 1, 2020, received 40% of his targeted equity award in the form of RSUs. The number of RSUs awarded was based on the grant date fair market value, determined by using the average of the high and the low trading prices of PMI stock on that date of $86.69. The closing price of PMI stock on that date was $86.18. Mr. Babeau received the RSUs award on his hiring date of May 1, 2020. The target number of RSUs awarded was based on the grant date fair market value of $73.898. These equity awards are scheduled to vest on February 15, 2023. Dividend equivalents are payable on a quarterly basis throughout the vesting restriction period. |
Mr. Babeau received a hiring RSU award on May 1, 2020 with a grant date fair value of $5,146,257. The number of RSUs awarded was based on the grant date fair market value of $73.898. Half of this award vested on February 17, 2021, and the other half will vest on February 16, 2022. Dividend equivalents are payable on a quarterly basis throughout the vesting restriction period. |
On February 4, 2021, the following named executive officers received equity awards that will vest (subject to the conditions of the awards) on February 21, 2024, as follows: Mr. Calantzopoulos, 56,130 RSUs, 84,200 PSUs; Mr. Olczak, 21,460 RSUs, 32,180 PSUs; Mr. Babeau, 19,670 RSUs, 29,500 PSUs; Mr. King, 7,210 RSUs, 10,820 PSUs; Mr. de Wilde, 9,220 RSUs, 13,820 PSUs; and Mr. Volpetti, 10,240 RSUs, 15,360 PSUs. The amount of these awards was determined based on 2020 individual performance and targeted award levels by salary grade, and then split between PSUs (60%) and RSUs (40%). Mr. de Wilde also received a special RSU award of 4,810 RSUs scheduled to vest on February 16, 2022. |
PMI 2021 Proxy Statement 51 |
COMPENSATION DISCUSSION AND ANALYSIS |
|
Outstanding Equity Awards as of December 31, 2020
Stock Awards | |||||||||||||||||||||||||
RSUs
|
PSUs
| ||||||||||||||||||||||||
Name and Principal Position |
Stock Award Grant Date(1) |
Number of Units that Have not (#) |
Market Value Have not Vested(3) ($) |
Number of (#) |
Market or Payout ($) | ||||||||||||||||||||
André Calantzopoulos, Chief Executive Officer |
|
2/6/2020 |
|
|
80,600 |
|
|
6,672,874 |
| ||||||||||||||||
2/6/2020 | 53,730 | 4,448,307 | |||||||||||||||||||||||
2/7/2019 | 73,960 | 6,123,148 | |||||||||||||||||||||||
2/7/2019 | 49,310 | 4,082,375 | |||||||||||||||||||||||
2/8/2018 | 66,140 | 5,475,731 | |||||||||||||||||||||||
2/8/2018 | 44,100 | 3,651,039 |
|
|
|
|
|
| |||||||||||||||||
Jacek Olczak, Chief Operating Officer |
|
2/6/2020 |
|
|
29,300 |
|
|
2,425,747 |
| ||||||||||||||||
2/6/2020 | 19,540 | 1,617,717 | |||||||||||||||||||||||
2/7/2019 | 23,940 | 1,981,993 | |||||||||||||||||||||||
2/7/2019 | 15,960 | 1,321,328 | |||||||||||||||||||||||
2/8/2018 | 19,520 | 1,616,061 | |||||||||||||||||||||||
2/8/2018 | 13,010 | 1,077,098 |
|
|
|
|
|
| |||||||||||||||||
Emmanuel Babeau, Chief Financial Officer |
|
5/1/2020 |
|
|
27,580 |
|
|
2,283,348 |
| ||||||||||||||||
5/1/2020 | 18,390 | 1,522,508 | |||||||||||||||||||||||
5/1/2020 | (5) | 69,640 | 5,765,496 |
|
|
|
|
|
| ||||||||||||||||
Martin G. King, CEO, PMI America |
|
2/6/2020 |
|
|
9,980 |
|
|
826,244 |
| ||||||||||||||||
2/6/2020 | 6,660 | 551,381 | |||||||||||||||||||||||
2/7/2019 | 10,330 | 855,221 | |||||||||||||||||||||||
2/7/2019 | 6,890 | 570,423 | |||||||||||||||||||||||
2/8/2018 | 10,780 | 892,476 | |||||||||||||||||||||||
2/8/2018 | 7,190 | 595,260 |
|
|
|
|
|
| |||||||||||||||||
Frederic de Wilde, President, European Union Region |
|
2/6/2020 |
|
|
13,130 |
|
|
1,087,033 |
| ||||||||||||||||
2/6/2020 | (6) | 5,260 | 435,475 | ||||||||||||||||||||||
2/6/2020 | 8,760 | 725,240 | |||||||||||||||||||||||
2/7/2019 | 10,330 | 855,221 | |||||||||||||||||||||||
2/7/2019 | 6,890 | 570,423 | |||||||||||||||||||||||
2/8/2018 | 7,500 | 620,925 | |||||||||||||||||||||||
2/8/2018 | 5,000 | 413,950 |
|
|
|
|
|
| |||||||||||||||||
Stefano Volpetti, Chief Consumer Officer |
|
2/6/2020 |
|
|
13,430 |
|
|
1,111,870 |
| ||||||||||||||||
2/6/2020 | 8,950 | 740,971 | |||||||||||||||||||||||
6/3/2019 | (7) | 9,310 | 770,775 |
|
|
|
|
|
| ||||||||||||||||
Marc S. Firestone, Retired President, External Affairs & General Counsel |
|
2/6/2020 |
|
|
21,920 |
|
|
1,814,757 |
| ||||||||||||||||
2/7/2019 | 22,850 | 1,891,752 | |||||||||||||||||||||||
2/8/2018 |
|
|
|
|
|
|
20,440 | 1,692,228 | |||||||||||||||||
Miroslaw Zielinski, Retired Chief New Ventures Officer |
|
2/6/2020 |
|
|
19,380 |
|
|
1,604,470 |
| ||||||||||||||||
2/7/2019 | 17,140 | 1,419,021 | |||||||||||||||||||||||
2/8/2018 |
|
|
|
|
|
|
18,940 | 1,568,043 |
(Notes continued on next page)
52 PMI 2021 Proxy Statement |
COMPENSATION DISCUSSION AND ANALYSIS |
|
(Notes continued...)
(1) | These awards vest according to the following schedule with the exception of hiring grants for Messrs. Babeau and Volpetti, described in footnotes (5) and (7) and PSU grant for Mr. de Wilde described in footnote (6): |
Grant Date |
Grant Type |
Vesting Schedule |
||||
5/1/2020 |
PSU |
Award vests between 0-200% on 2/15/2023 upon certification of the achievement of performance goals pre-established by the Committee. |
||||
5/1/2020 |
RSU | 100% of award vests on 2/15/2023. |
| |||
2/6/2020 |
PSU | Award vests between 0-200% on 2/15/2023 upon certification of the achievement of performance goals pre-established by the Committee. |
| |||
2/6/2020 |
RSU | 100% of award vests on 2/15/2023. |
| |||
2/7/2019 |
PSU | Award vests between 0-200% on 2/16/2022 upon certification of the achievement of performance goals pre-established by the Committee. |
| |||
2/7/2019 |
RSU | 100% of award vests on 2/16/2022. |
| |||
2/8/2018 |
PSU | Award vested at 55% on 2/17/2021 based upon certification of the achievement of performance goals pre-established by the Committee. |
| |||
2/8/2018 |
RSU | 100% of award vested on 2/17/2021. |
|
Upon normal retirement or upon separation from employment by mutual agreement after reaching age 58, outstanding RSUs will vest immediately, while outstanding PSUs will vest at the end of the relevant three-year performance cycle to the extent performance goals are met. Upon death or disability, all outstanding RSUs will vest and all outstanding PSUs will vest at 100% of target. In all other cases, the extent of vesting or forfeiture will be subject to the Committees discretion. |
(2) | Dividend equivalents paid in 2020 on outstanding RSUs for each of our named executive officers were as follows: Mr. Calantzopoulos, $694,613; Mr. Olczak, $225,723; Mr. Babeau, $208,354; Mr. King, $100,162; Mr. de Wilde, $97,885; Mr. Volpetti, $77,070; Mr. Firestone, $207,577; and Mr. Zielinski, $129,266. Dividend equivalents paid in 2020 on vested PSUs for our named executive officers were as follows: Mr. Calantzopoulos, $526,244; Mr. Olczak, $162,651; Mr. King, $85,808; Mr. de Wilde, $121,052; Mr. Firestone, $163,404; and Mr. Zielinski, $108,770. Any variations in the amounts reported previously result from the impact of the exchange rate between USD and CHF. |
(3) | Based on the closing market price of PMI common stock on December 31, 2020, of $82.79. |
(4) | Amount assumes target performance goals are achieved. The actual number of units that vest will range between 0% and 200% depending on actual performance during the performance cycle, with the exception of the PSU grant for Mr. de Wilde of 5,260 PSUs, for which the vesting percentage can be either 0% or 100%. |
(5) | This was a hiring RSU grant for Mr. Babeau. Half of this award vested on February 17, 2021, and the other half will vest on February 16, 2022. |
(6) | Special PSU grant for Mr. de Wilde was scheduled to vest on February 17, 2021. As none of the performance conditions were met, the vesting percentage was zero. |
(7) | The hiring RSU grant for Mr. Volpetti scheduled to vest on June 1, 2022. |
PMI 2021 Proxy Statement 53 |
COMPENSATION DISCUSSION AND ANALYSIS |
|
Stock Option Exercises (1) and Stock Vested During 2020
Stock Awards | ||||||||||
Name and Principal Position |
Number of Shares Acquired on Vesting (#) |
Value Realized on Vesting ($) | ||||||||
André Calantzopoulos, Chief Executive Officer |
79,550 | 6,954,659 | ||||||||
Jacek Olczak, Chief Operating Officer |
24,586 | 2,149,431 | ||||||||
Emmanuel Babeau, Chief Financial Officer |
- | - | ||||||||
Martin G. King, CEO, PMI America |
12,974 | 1,134,252 | ||||||||
Frederic de Wilde, President, European Union Region |
19,838 | 1,734,337 | ||||||||
Stefano Volpetti, Chief Consumer Officer |
- | - | ||||||||
Marc S. Firestone, Retired President, External Affairs & General Counsel |
68,180 | (2) | 5,226,607 | |||||||
Miroslaw Zielinski, Retired Chief New Ventures Officer |
53,418 | (3) | 4,023,843 |
(1) | The Company does not issue stock options. |
(2) | Includes 43,480 shares that vested as part of early retirement agreement. |
(3) | Includes 36,980 shares that vested as part of early retirement agreement. |
On February 17, 2021, vesting restrictions lapsed for the following RSUs granted in 2018: Mr. Calantzopoulos, 44,100 shares; Mr. Olczak, 13,010 shares; Mr. King, 7,190 shares; Mr. de Wilde, 5,000 shares; and first installment of 2020 hiring RSU grant for Mr. Babeau, 34,820 shares.
On February 17, 2021, the PSUs granted in 2018 vested at an overall performance factor of 55% (as certified by the Committee) as follows: Mr. Calantzopoulos, 36,377 shares; Mr. Olczak, 10,736 shares; Mr. King, 5,929 shares; Mr. de Wilde, 4,125 shares; Mr. Firestone, 11,242 shares; and Mr. Zielinski, 10,417 shares.
Dividend equivalents paid in 2021 on vested PSUs for each of our named executive officers were as follows: Mr. Calantzopoulos, $503,821; Mr. Olczak, $148,694; Mr. King, $82,117; Mr. de Wilde, $57,131; Mr. Firestone, $155,702; and Mr. Zielinski, $144,275.
54 PMI 2021 Proxy Statement |
COMPENSATION DISCUSSION AND ANALYSIS |
|
The Pension Benefits table and the Non-Qualified Deferred Compensation table below generally reflect amounts accumulated as a result of the NEOs service over their full careers with us, our prior parent company and affiliates. The increments related to 2020 are reflected in the Change in Pension Value column of the Summary Compensation Table on page 46. Our plans providing pension benefits are described below in the Pension Benefits table, and our defined contribution plans are described in the Non-Qualified Deferred Compensation table on page 59.
Name and Principal Position |
Plan Name | Number of (#) |
Present Value ($) |
Payments During Last Fiscal Year ($)(4) | |||||||||||||
André Calantzopoulos, Chief Executive Officer |
Pension Fund of Philip Morris in Switzerland |
|
39.00 |
|
|
23,648,644 |
|
|
- |
| |||||||
IC Pension Plan of Philip Morris in Switzerland | 15.92 | 3,887,516 | - | ||||||||||||||
Supplemental Plan of Philip Morris in Switzerland | 15.00 | 11,002,811 | - | ||||||||||||||
Jacek Olczak, Chief Operating Officer |
Pension Fund of Philip Morris in Switzerland |
|
31.00 |
|
|
15,113,122 |
|
|
- |
| |||||||
IC Pension Plan of Philip Morris in Switzerland | 14.92 | 1,110,072 | - | ||||||||||||||
Supplemental Plan of Philip Morris in Switzerland | 12.00 | 5,966,730 | - | ||||||||||||||
Emmanuel Babeau, Chief Financial Officer |
Pension Fund of Philip Morris in Switzerland |
|
1.75 |
|
|
830,876 |
|
|
- |
| |||||||
IC Pension Plan of Philip Morris in Switzerland | 0.00 | - | - | ||||||||||||||
Supplemental Plan of Philip Morris in Switzerland | 0.67 | 184,242 | - | ||||||||||||||
Martin G. King, CEO, PMI America |
Pension Fund of Philip Morris in Switzerland |
|
15.58 |
|
|
6,925,337 |
|
|
- |
| |||||||
IC Pension Plan of Philip Morris in Switzerland | 14.92 | 1,071,541 | - | ||||||||||||||
Supplemental Plan of Philip Morris in Switzerland | 12.00 | 1,675,492 | - | ||||||||||||||
Retirement Plan for Salaried Employees | 14.00 | 1,149,482 | - | ||||||||||||||
Benefit Equalization Plan (BEP) | 14.00 | 7,482,088 | - | ||||||||||||||
Frederic de Wilde, President, European Union Region |
Pension Fund of Philip Morris in Switzerland |
|
29.00 |
|
|
13,020,656 |
|
|
- |
| |||||||
IC Pension Plan of Philip Morris in Switzerland | 15.92 | 1,684,584 | - | ||||||||||||||
Supplemental Plan of Philip Morris in Switzerland | 12.00 | 1,662,571 | - | ||||||||||||||
Stefano Volpetti, Chief Consumer Officer |
Pension Fund of Philip Morris in Switzerland |
|
25.00 |
|
|
12,179,574 |
|
|
- |
| |||||||
IC Pension Plan of Philip Morris in Switzerland | 0.92 | 60,107 | - | ||||||||||||||
Supplemental Plan of Philip Morris in Switzerland | 1.58 | 330,001 | - | ||||||||||||||
Marc S. Firestone, Retired President, External Affairs & General Counsel |
Pension Fund of Philip Morris in Switzerland |
|
29.08 |
|
|
20,296,551 |
|
|
130,673 |
| |||||||
IC Pension Plan of Philip Morris in Switzerland | 7.75 | 538,780 | 2,678 | ||||||||||||||
Supplemental Plan of Philip Morris in Switzerland | 8.58 | - | 1,635,083 | ||||||||||||||
Miroslaw Zielinski, Retired Chief New Ventures Officer |
Pension Fund of Philip Morris in Switzerland |
|
34.50 |
|
|
17,551,389 |
|
|
286,006 |
| |||||||
IC Pension Plan of Philip Morris in Switzerland | 15.42 | - | 1,223,732 | ||||||||||||||
Supplemental Plan of Philip Morris in Switzerland | 14.50 | - | 4,343,468 |
(1) | As of December 31, 2020, each named executive officers total years of service with PMI or its affiliates were as follows: Mr. Calantzopoulos, 35.92 years; Mr. Olczak, 27.79 years; Mr. Babeau, 0.67 year; Mr. King, 29.58 years; Mr. de Wilde, 28.41 years; Mr. Volpetti, 1.58 years; Mr. Firestone, 8.54 years; and Mr. Zielinski, 28.83 years. The years shown in this column are the years credited under the named plan for purposes of benefit accrual. Additional years may count for purposes of vesting or early retirement eligibility. Differences between each named executive officers total service and the credited service shown for each plan result from transfers between entities sponsoring various plans and from voluntary contributions to such plans. Mr. Kings credited service under the U.S. plans reflects his prior service as a U.S. payroll-based employee. While such credited service is now frozen, he continues to earn eligibility and vesting service and increases in his benefit due to increases in his compensation as a result of his continued service with PMI. The Pension Fund of Philip Morris in Switzerland allows employees to purchase additional service credit with contributions from their own funds, and Messrs. Calantzopoulos, Olczak, Babeau, de Wilde, Volpetti, Firestone, and Zielinski have purchased 3.08, 15.67, 1.08, 11.75, 23.42, 20.5, and 13.83 years, respectively, without any Company contribution. Mr. de Wildes credited service includes his service at our Belgian affiliate. Mr. Volpettis service credit includes 4.25 years transferred from his previous pension plan. |
(2) | The amounts shown in this column for pension plans in Switzerland are based on a 60% joint and survivor annuity commencing at age 62 (the earliest date on which, assuming continued employment, the individual would be eligible for benefits that are not reduced for early commencement) with the exception of Mr. Calantzopoulos, for whom the benefits are presented assuming retirement at age 63, and Messrs. Firestone and Zielinski for whom the actual retirement dates are used, and the following actuarial assumptions: discount rate 0.01%, mortality table LPP 2015 (fully generational) for expected improvements in mortality and interest rate on account balances of 3.2%. Present value amounts in Swiss francs are converted to U.S. dollars using the conversion rate on December 31, 2020, of $1.00 = 0.8811 CHF. |
(Notes continued on next page)
PMI 2021 Proxy Statement 55 |
COMPENSATION DISCUSSION AND ANALYSIS |
|
(Notes continued...)
The amounts shown in this column for Mr. Kings U.S. pension benefits are based on a single life annuity (or, for the BEP, a lump sum payment) using the same assumptions applied for year-end 2020 financial disclosure under FASB ASC Topic 715 (discount rate 2.73%, BEP lump sum rate 2.23%, mortality table fully generational Pri-2012 with MP2020 projection and IRS 2022 table for the BEP lump sum), except that in accordance with SEC requirements, benefits are assumed to commence at the earliest date on which, assuming continued employment, the individual would be eligible for benefits that are not reduced for early commencement. |
Like all present value amounts, the amounts shown in this column change as the interest rate used to discount projected future benefits is adjusted, with lower interest rates producing higher present values and higher interest rates producing lower present values. |
(3) | In addition to the benefits reflected in this column, we generally provide a survivor income benefit allowance, or SIB allowance, to the surviving spouse and children of U.S. payroll-based employees who die while covered by our Retirement Plan for Salaried Employees. Following the death of a retiree who was married at the time of retirement and whose retirement benefits are being paid as a single life annuity, the surviving spouse becomes entitled to a SIB allowance commencing four years after the retirees death, in an amount equal to the amount the spouse would have received if the participant had elected to receive monthly payments under the Retirement Plan in the form of a 50% joint and survivor annuity. The present value of the post-retirement SIB benefits for Mr. King, assuming his spouse survives him, is $62,187. There is no SIB allowance under the BEP because the BEP benefit is only available as a lump sum. |
The surviving spouse of a participant who dies prior to retirement and prior to age 61 becomes entitled to receive 25% of the base salary of the deceased employee commencing four years after the participants death, provided the spouse has not remarried, and continuing until the deceased employee would have reached age 65. At that time, the surviving spouse receives the same survivor benefit he or she would have received if the deceased employee continued to work until age 65 earning the same base salary as in effect at the time of death. These benefits are reduced by any death benefits payable from the Retirement Plan. If there is no surviving spouse, SIB allowances for each child equal 10% of the base salary of the deceased employee (to a maximum of 30% of base salary), become payable monthly beginning four years after the employees death, and continue until the child reaches age 25 if a full-time student (age 19 if not). |
(4) | The amounts in this column reflect the actual payments as of the retirement date for Messrs. Firestone and Zielinski. Mr. Firestone elected to take the benefits from the Pension Fund and IC Pension Plan as annuities. The annuity payments from the Pension Fund include additional benefits provided in accordance with the plan at retirement. Mr. Zielinski is receiving an annuity from the Pension Fund and elected to take the IC Pension Plan benefits as a lump sum. Benefits for Messrs. Firestone and Zielinski under the Supplemental Plan were payable as a lump sum, and the amounts reflected in this column include the adjustment for the loss of favorable tax-qualified plan treatment under the Supplemental Plan. |
56 PMI 2021 Proxy Statement |
COMPENSATION DISCUSSION AND ANALYSIS |
|
PMI 2021 Proxy Statement 57 |
COMPENSATION DISCUSSION AND ANALYSIS |
|
58 PMI 2021 Proxy Statement |
COMPENSATION DISCUSSION AND ANALYSIS |
|
Non-Qualified Deferred Compensation
Name and Principal Position |
Plan Name |
Executive ($) |
Registrant Contributions in 2020 ($) |
Aggregate ($) |
Aggregate Withdrawals/ Distribution ($) |
Aggregate ($) | |||||||||||||||||||||
Martin G. King, CEO, PMI America |
Benefit Equalization Plan (BEP), Deferred Profit-Sharing |
- | - | 418 | - | 21,498 |
(1) | The amount in this column consists of amounts credited as earnings for 2020 on account balances attributable to the prior participation under the defined contribution portion of the BEP. This amount does not constitute above-market earnings and, accordingly, is not included in amounts reported in the Summary Compensation Table on page 46. |
Deferred Profit-Sharing and Benefit Equalization Plan
PMI 2021 Proxy Statement 59 |
COMPENSATION DISCUSSION AND ANALYSIS |
|
PMI 2021 Proxy Statement 61 |
COMPENSATION DISCUSSION AND ANALYSIS |
|
62 PMI 2021 Proxy Statement |
AUDIT COMMITTEE MATTERS |
|
Independent Auditors Fees
Aggregate fees, including out-of-pocket expenses, paid to our independent auditors, PricewaterhouseCoopers SA, consisted of the following (in millions):
|
2020 | 2019 | ||||||
Audit Fees(1) |
$ | 20.50 | $ | 20.46 | ||||
Audit-Related Fees(2) |
0.67 | 0.69 | ||||||
Tax Fees(3) |
3.76 | 3.59 | ||||||
All Other Fees(4) |
0.94 | 2.10 | ||||||
TOTAL |
$ | 25.87 | $ | 26.84 |
(1) | Fees and expenses associated with professional services in connection with (i) the audit of the Companys consolidated financial statements and internal control over financial reporting, including statutory audits of the financial statements of the Companys affiliates; (ii) reviews of the Companys unaudited condensed consolidated interim financial statements; (iii) reviews of documents filed with the Securities and Exchange Commission; and (iv) audit procedures in connection with transactions, financings and system implementations. |
(2) | Fees and expenses for professional services for audit-related services, which include due diligence related to acquisitions and divestitures, employee benefit plan audits, accounting consultations and procedures relating to various other audit and special reports. |
(3) | Fees and expenses for professional services in connection with U.S. and foreign tax compliance assistance, consultation and advice on various foreign tax matters, transfer pricing documentation for compliance purposes and advice relating to customs and duties compliance matters. |
(4) | Fees and expenses for professional services relating to certain human resources matters, market analysis and other professional services including in connection with sustainability reporting and equal salary certification. |
66 PMI 2021 Proxy Statement |
|
1. | WHAT IS A PROXY? |
It is your legal designation of another person to vote the stock you own. That other person is called a proxy. If you designate someone as your proxy in a written document, that document also is called a proxy or a proxy card. André Calantzopoulos and Darlene Quashie Henry have each been designated as proxies for the 2021 Annual Meeting of Shareholders.
2. | WHAT IS THE RECORD DATE AND WHAT DOES IT MEAN? |
The Record Date for the 2021 Annual Meeting of Shareholders is March 12, 2021. The Record Date is established by the Board of Directors as required by Virginia law. Shareholders of record (registered shareholders and street name holders) at the close of business on the Record Date are entitled to:
a) | receive notice of the meeting; and |
b) | vote at the meeting and any adjournments or postponements of the meeting. |
3. | WHAT IS THE DIFFERENCE BETWEEN A REGISTERED SHAREHOLDER AND A SHAREHOLDER WHO HOLDS STOCK IN STREET NAME? |
If your shares of stock are registered in your name on the books and records of our transfer agent, Computershare Trust Company, N.A., you are a registered shareholder.
If your shares of stock are held for you in the name of a broker or bank, then your shares are held in street name. The organization holding your shares of stock is considered the shareholder of record for purposes of voting at the Annual Meeting. The answer to Question 17 describes brokers discretionary voting authority, and when your broker or bank is permitted to vote your shares of stock without instruction from you.
4. | HOW CAN I PARTICIPATE IN THE VIRTUAL ANNUAL MEETING? |
The virtual Annual Meeting will be held online via a live webcast at 9:00 a.m. EDT, on Wednesday, May 5, 2021. There will be no physical location for shareholders to attend. Instead, shareholders may participate online at www.virtualshareholdermeeting.com/PMI2021. We encourage you to access the virtual Annual Meeting prior to the start time. Online access will be available starting at 8:30 a.m. EDT, on May 5, 2021.
To participate in the Virtual Annual Meeting, including to vote your shares electronically and ask questions live during the Meeting, you will need to enter the 16-digit control number included on your proxy card, notice of Internet availability of proxy materials, or on the voting instruction form accompanying your proxy materials. If you wish to ask questions during the Q&A session, you must follow instructions set forth in response to Question 5.
The virtual meeting platform is fully supported across browsers (Microsoft Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones), if running the most updated version of applicable software and plugins. Participants should ensure that they have a strong Internet connection wherever they intend to participate in the Annual Meeting.
We will have technicians ready to assist you with any technical difficulties you may have accessing and participating in the virtual meeting. If you encounter any difficulties during the check-in or throughout the course of the meeting, please call 1-844-976-0738 toll-free (from within the United States or Canada), or 1-303-562-9301 (from outside the United States or Canada). Technical support will be available starting at 8:30 a.m. EDT, on May 5, 2021.
For further information about the Virtual Annual Meeting, please call toll-free 1-866-713-8075.
70 PMI 2021 Proxy Statement |
EXHIBIT A: QUESTIONS & ANSWERS |
|
5. | MAY SHAREHOLDERS ASK QUESTIONS AT THE MEETING? |
Yes. In fact, we encourage questions from our shareholders. For full transparency, during the Q&A session, which will be publicly webcast, our shareholders will be able to ask questions live, on a first-come, first-served basis.
The Q&A session will follow the conclusion of the formal meeting.
Shareholders of record who have accessed the virtual annual meeting as described in the instructions set forth in response to Question 4, may ask questions live during the Q&A session of the meeting by calling the number posted on the virtual annual meeting webpage under the section Questions. In order to ask a question, you will be required to provide your 16-digit control number to the operator. Because this is a meeting of shareholders, only shareholders of record as of the Record Date with a valid control number will be allowed to ask questions at our virtual annual meeting.
In order to provide an opportunity for everyone who wishes to speak, shareholders will be limited to two minutes. Shareholders may speak a second time only after all others who wish to speak have had their turn. When speaking, shareholders must direct questions and comments to the Executive Chairman and confine their remarks to matters that relate directly to the business of the meeting.
We reserve the right to reject redundant questions or questions that we deem profane or otherwise inappropriate. The meeting is not to be used as a forum to discuss personal grievances, business disputes or to present general political, social or economic views that are not directly related to the business of the meeting.
A full webcast replay will be posted to our Investor Relations website at www.pmi.com/investors for one year following the meeting.
6. | WHAT ARE THE BENEFITS OF THE VIRTUAL ANNUAL MEETING? |
Meaningful shareholder engagement is important to us, and our 2020 Virtual Annual Meeting of Shareholders, conducted solely online through a live webcast, significantly improved shareholder attendance and participation. We believe that this year, this format will again facilitate participation of our shareholders worldwide, regardless of their resources, size or physical location, while saving us and our shareholders time and travel expenses, and, importantly, reducing our environmental impact.
Shareholders will have the same rights and opportunities to participate in our virtual annual meeting as they would at an in-person meeting. For full transparency, during the Q&A session, which will be publicly webcast, shareholders with a valid control number will be able to ask questions live, on a first-come, first-served basis. In addition, a full webcast replay will be posted to our Investor Relations website at www.pmi.com/investors for one year following the meeting.
If you plan to participate in our 2021 Virtual Annual Meeting of Shareholders, you must follow the instructions set forth in response to Question 4.
If you wish to ask questions during the Q&A session, you must follow the instructions set forth in response to Question 5.
7. | WHAT ARE THE DIFFERENT METHODS THAT I CAN USE TO VOTE MY SHARES OF COMMON STOCK? |
a) | In Writing: All shareholders of record can vote by mailing their completed and signed proxy card (in the case of registered shareholders) or their completed and signed voting instruction form (in the case of street name holders). |
b) | By Telephone and Internet Proxy: All shareholders of record also can vote their shares of common stock by touch-tone telephone using the telephone number on the proxy card, or by Internet, using the procedures and instructions described on the proxy card and other enclosures. Street name holders of record may vote by |
PMI 2021 Proxy Statement 71 |
EXHIBIT A: QUESTIONS & ANSWERS |
|
telephone or Internet if their brokers or banks make those methods available. If that is the case, each broker or bank will enclose instructions with the proxy statement. The telephone and Internet voting procedures, including the use of control numbers, are designed to authenticate shareholders identities, to allow shareholders to vote their shares, and to confirm that their instructions have been properly recorded. Proxies submitted by Internet or telephone must be received by 11:59 p.m. EDT, on May 4, 2021. |
c) | In Person at the Virtual Annual Meeting: All shareholders of record may vote at the virtual meeting online at www.virtualshareholdermeeting.com/PMI2021. If you wish to vote at our virtual annual meeting of shareholders, you must follow the instructions set forth in response to Question 4. You may vote until the Executive Chairman declares the polls closed. Shareholders participating in the virtual annual meeting are considered to be attending the meeting in person. |
8. | HOW CAN I REVOKE A PROXY? |
You can revoke a proxy prior to the completion of voting at the meeting by:
a) | giving written notice to the Vice President, Associate General Counsel and Corporate Secretary of the Company; |
b) | delivering a later-dated proxy; or |
c) | voting at the virtual meeting. |
9. | ARE VOTES CONFIDENTIAL? WHO COUNTS THE VOTES? |
We have established and will maintain a practice of holding the votes of individual shareholders in confidence except: (a) as necessary to meet applicable legal requirements and to assert or defend claims for or against the Company; (b) in case of a contested proxy solicitation; (c) if a shareholder makes a written comment on the proxy card or otherwise communicates his or her vote to management; or (d) to allow the independent inspectors of election to certify the results of the vote. We will retain an independent tabulator to receive and tabulate the proxies and independent inspectors of election to certify the results.
10. | WHAT ARE THE CHOICES WHEN VOTING ON DIRECTOR NOMINEES, AND WHAT VOTE IS NEEDED TO ELECT DIRECTORS? |
Shareholders may:
a) | vote in favor of a nominee; |
b) | vote against a nominee; or |
c) | abstain from voting on a nominee. |
Directors will be elected by a majority of the votes cast, which will occur if the number of votes cast FOR a director nominee exceeds the number of votes AGAINST that nominee. See Election of Directors - Majority Vote Standard in Uncontested Elections on page 16.
The Board recommends a vote FOR all of the nominees.
72 PMI 2021 Proxy Statement |
EXHIBIT A: QUESTIONS & ANSWERS |
|
11. | WHAT ARE THE CHOICES WHEN VOTING ON THE ADVISORY SAY-ON-PAY RESOLUTION APPROVING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS? |
Shareholders may:
a) | vote in favor of the resolution; |
b) | vote against the resolution; or |
c) | abstain from voting on the resolution. |
The resolution will be approved if the votes cast FOR exceed the votes cast AGAINST.
The Board recommends a vote FOR this resolution.
The advisory vote on this matter is non-binding. However, the Board of Directors and the Compensation and Leadership Development Committee value the opinions of our shareholders and will consider the outcome of the vote when making future executive compensation decisions.
12. | WHAT ARE THE CHOICES WHEN VOTING ON THE RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS SA AS THE COMPANYS INDEPENDENT AUDITORS, AND WHAT VOTE IS NEEDED TO RATIFY THEIR SELECTION? |
Shareholders may:
a) | vote in favor of the ratification; |
b) | vote against the ratification; or |
c) | abstain from voting on the ratification. |
The selection of the independent auditors will be ratified if the votes cast FOR exceed the votes cast AGAINST.
The Board recommends a vote FOR this proposal.
13. | WHAT IF A SHAREHOLDER DOES NOT SPECIFY A CHOICE FOR A MATTER WHEN RETURNING A PROXY? |
Shareholders should specify their choice for each matter on the enclosed proxy. If no specific instructions are given, proxies that are signed and returned will be voted FOR the election of all director nominees, FOR the advisory say-on-pay resolution approving the compensation of our named executive officers, and FOR the proposal to ratify the selection of PricewaterhouseCoopers SA as the Companys independent auditors.
14. | WHO IS ENTITLED TO VOTE? |
You may vote if you owned stock as of the close of business on March 12, 2021. Each share of common stock is entitled to one vote. As of March 12, 2021, the Company had 1,558,512,960 shares of common stock outstanding.
15. | HOW DO I VOTE IF I PARTICIPATE IN THE DIVIDEND REINVESTMENT PLAN? |
The proxy card you have received includes your dividend reinvestment plan shares. You may vote your shares through the Internet, by telephone or by mail, all as described on the enclosed proxy card.
PMI 2021 Proxy Statement 73 |
EXHIBIT A: QUESTIONS & ANSWERS |
|
16. | WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE PROXY CARD? |
It means that you have multiple accounts with brokers and/or our transfer agent. Please vote all of these shares. We recommend that you contact your broker and/or our transfer agent to consolidate as many accounts as possible under the same name and address. Our transfer agent is Computershare Trust Company, N.A., P.O. Box 505005, Louisville, KY 40233-5005 or you can reach Computershare at 1-877-745-9350 (from within the United States or Canada) or 1-781-575-4310 (from outside the United States or Canada), or via e-mail at pmi@computershare.com.
17. | WILL MY SHARES BE VOTED IF I DO NOT PROVIDE MY PROXY? |
If you are a street name holder of shares, you should have received a voting instruction form with the proxy statement sent from your broker or bank. Your shares held in street name may be voted only on certain routine matters when you do not provide your broker or bank with voting instructions. For example, the ratification of the selection of PricewaterhouseCoopers SA as independent auditors of the Company is considered a routine matter for which brokers or banks may vote uninstructed shares. When a proposal is not a routine matter (such as the election of director nominees and say-on-pay advisory votes) and the broker or bank has not received voting instructions from the street name holder with respect to that proposal, that broker or bank cannot vote the shares on that proposal. This is called a broker non-vote. Therefore, it is important that you provide instructions to your broker or bank with respect to your vote on these non-routine matters.
18. | ARE ABSTENTIONS AND BROKER NON-VOTES COUNTED? |
Abstentions will not be included in the vote totals for any matter. Broker non-votes will not be included in vote totals and will not affect the outcome of the vote.
19. | HOW MANY VOTES MUST BE PRESENT TO HOLD THE MEETING? |
Your shares are counted as present at the meeting if you attend the virtual meeting and vote in person during the virtual annual meeting, or if you properly return a proxy by Internet, telephone or mail. In order for us to conduct our meeting, a majority of our outstanding shares of common stock as of March 12, 2021, must be present in person at the virtual annual meeting or by proxy. This is referred to as a quorum. Abstentions and shares of record held by a broker, bank or other agent (Broker Shares) that are voted on any matter are included in determining the number of votes present. Broker Shares that are not voted on any matter will not be included in determining whether a quorum is present.
74 PMI 2021 Proxy Statement |
|
PHILIP MORRIS INTERNATIONAL INC.
and Subsidiaries
Reconciliation of Non-GAAP Measures
Adjustments for the Impact of RBH, excluding Currency
For the Years Ended December 31,
($ in millions, except per share data)
(Unaudited)
2020 | 2019 | % Change | ||||||||||||||
Net Revenues |
$ |
28,694 |
|
$ |
29,805 |
|
|
(3.7 |
)% |
|||||||
Net Revenues attributable to RBH |
|
(181 |
)(1) |
|||||||||||||
|
|
|
|
|||||||||||||
Net Revenues |
|
28,694 |
|
|
29,624 |
(2) |
|
(3.1 |
)% |
|||||||
Less: Currency |
|
(470 |
) |
|||||||||||||
|
|
|
|
|||||||||||||
Net Revenues, excluding currency |
$ |
29,164 |
|
$ |
29,624 |
(2) |
|
(1.6 |
)% |
(4) |
2020 |
2019 |
% Change |
||||||||||||||
Net cash provided by operating activities(3) |
$ |
9,812 |
|
$ |
10,090 |
|
|
(2.8 |
)% |
|||||||
Net cash provided by operating activities attributable to RBH |
|
(102 |
)(1) |
|||||||||||||
|
|
|
|
|||||||||||||
Net cash provided by operating activities(3) |
$ |
9,812 |
|
$ |
9,988 |
(2) |
|
(1.8 |
)% |
|||||||
Less: Currency |
|
(524 |
) |
|||||||||||||
|
|
|
|
|||||||||||||
Net cash provided by operating activities, excluding currency |
$ |
10,336 |
|
$ |
9,988 |
(2) |
|
3.5 |
% |
(5) |
(1) | Represents the impact attributable to RBH from January 1, 2019 through March 21, 2019 |
(2) | Pro forma |
(3) | Operating cash flow |
(4) | On an organic basis |
(5) | On a like-for-like basis, excluding currency |
Note: Financials attributable to RBH include Duty Free sales in Canada
PMI 2021 Proxy Statement 75 |
EXHIBIT B: RECONCILIATIONS |
|
Calculation of Three-Year Organic Adjusted Operating Income Compound Annual Growth Rate (CAGR)
For the Years Ended December 31,
($ in millions)
(Unaudited)
2018 | 2017 | % Change | ||||||||||||||||||
Operating Income |
$ | 11,377 | $ | 11,581 | (1.8 | )% | ||||||||||||||
Less: Asset impairment and exit costs |
- | - | ||||||||||||||||||
|
|
|
|
|||||||||||||||||
Adjusted Operating Income |
$ | 11,377 | $ | 11,581 | (1.8 | )% | ||||||||||||||
Less: Currency |
(214 | ) | ||||||||||||||||||
|
|
|
|
|||||||||||||||||
Adjusted Operating Income, excluding Currency |
$ | 11,591 | $ | 11,581 | 0.1 | % | ||||||||||||||
Less: Acquisitions |
- | |||||||||||||||||||
|
|
|
|
|||||||||||||||||
Adjusted Operating Income, excluding Currency and Acquisitions |
$ | 11,591 | $ | 11,581 | 0.1 | % | (4) | |||||||||||||
2019 | 2018 | % Change | ||||||||||||||||||
Operating Income |
$ | 10,531 | $ | 11,377 | (7.4 | )% | ||||||||||||||
Less: |
||||||||||||||||||||
Asset impairment and exit costs |
(422 | ) | - | |||||||||||||||||
Canadian tobacco litigation-related expense |
(194 | ) | - | |||||||||||||||||
Loss on deconsolidation of RBH |
(239 | ) | - | |||||||||||||||||
Russia excise and VAT audit charge |
(374 | ) | - | |||||||||||||||||
|
|
|
|
|||||||||||||||||
Adjusted Operating Income |
$ | 11,760 | $ | 11,377 | 3.4 | % | ||||||||||||||
Operating Income attributable to RBH |
(542 | )(1) | ||||||||||||||||||
|
|
|
|
|||||||||||||||||
Adjusted Operating Income |
$ | 11,760 | $ | 10,835 | (2) | 8.5 | % | |||||||||||||
Less: Currency |
(293 | ) | ||||||||||||||||||
|
|
|
|
|||||||||||||||||
Adjusted Operating Income, excluding Currency |
$ | 12,053 | $ | 10,835 | (2) | 11.2 | % | |||||||||||||
Less: Acquisitions |
- | |||||||||||||||||||
|
|
|
|
|||||||||||||||||
Adjusted Operating Income, excluding Currency and Acquisitions |
$ | 12,053 | $ | 10,835 | (2) | 11.2 | % | (4) | ||||||||||||
2020 | 2019 | % Change | ||||||||||||||||||
Operating Income |
$ | 11,668 | $ | 10,531 | 10.8 | % | ||||||||||||||
Less: |
||||||||||||||||||||
Asset impairment and exit costs |
(149 | ) | (422 | ) | ||||||||||||||||
Canadian tobacco litigation-related expense |
- | (194 | ) | |||||||||||||||||
Loss on deconsolidation of RBH |
- | (239 | ) | |||||||||||||||||
Russia excise and VAT audit charge |
- | (374 | ) | |||||||||||||||||
Brazil indirect tax credit |
119 | - | ||||||||||||||||||
|
|
|
|
|||||||||||||||||
Adjusted Operating Income |
$ | 11,698 | $ | 11,760 | (0.5 | )% | ||||||||||||||
Operating Income attributable to RBH |
(126 | )(3) | ||||||||||||||||||
|
|
|
|
|||||||||||||||||
Adjusted Operating Income |
$ | 11,698 | $ | 11,634 | (2) | 0.6 | % | |||||||||||||
Less: Currency |
(474 | ) | ||||||||||||||||||
|
|
|
|
|||||||||||||||||
Adjusted Operating Income, excluding Currency |
$ | 12,172 | $ | 11,634 | (2) | 4.6 | % | |||||||||||||
Less: Acquisitions |
- | |||||||||||||||||||
|
|
|
|
|||||||||||||||||
Adjusted Operating Income, excluding Currency and Acquisitions |
$ | 12,172 | $ | 11,634 | (2) | 4.6 | % | (4) | ||||||||||||
|
||||||||||||||||||||
Three-Year Organic Adjusted Operating Income CAGR |
5.2 | % |
(1) | Represents the impact attributable to RBH from March 22, 2018 through December 31, 2018 |
(2) | Pro forma |
(3) | Represents the impact attributable to RBH from January 1, 2019 through March 21, 2019 |
(4) | On an organic basis |
Note: Financials attributable to RBH include Duty Free sales in Canada
76 PMI 2021 Proxy Statement |
2021 PROXY STATEMENT
And Notice of Annual Meeting of Shareholders
To be held on Wednesday, May 5, 2021
Printed on Recycled Paper |
PHILIP MORRIS INTERNATIONAL INC. 2021 ANNUAL MEETING OF SHAREHOLDERS Wednesday, May 5, 2021 9:00 A.M. EDT www.virtualshareholdermeeting.com/PMI2021 It is important that your shares are represented at this Meeting, whether or not you attend the Meeting. To make sure your shares are represented, we urge you to complete and mail this proxy card OR vote your shares over the Internet or by telephone in accordance with the instructions provided on the reverse side. Sign Up Today For Electronic Delivery If you prefer to receive your future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet, sign up today at www.proxyvote.com. You are cordially invited to join us at the 2021 Virtual Annual Meeting of Shareholders of Philip Morris International Inc. (PMI or the Company) to be held on Wednesday, May 5, 2021, at 9:00 a.m. Eastern Daylight Time. Shareholders will have the same rights and opportunities to participate in our virtual meeting as they would at an in-person meeting. For full transparency, during the Q&A session, which will be publicly webcast, our shareholders will be able to ask questions live, on a first-come, first-served basis. In addition, a full webcast replay will be posted to our Investor Relations website at www.pmi.com/investors for one year following the meeting. The meeting will be hosted solely online at www.virtualshareholdermeeting.com/PMI2021. To participate, you will need to enter the 16-digit control number included on your proxy card, notice of Internet availability of proxy materials, or on the voting instruction form accompanying your proxy materials. For more information, see the instructions set forth in Question 4 in the Questions & Answers section of the proxy statement. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice, Proxy Statement and 2020 Annual Report are available at www.proxyvote.com. D33273-P47243-Z78619
Philip Morris International Inc. Proxy Solicited on Behalf of the Board of Directors Annual Meeting of ShareholdersMay 5, 2021 André Calantzopoulos and Darlene Quashie Henry, and each of them, are appointed attorneys, with power of substitution, to vote, as indicated on the matters set forth on the reverse hereof and in their discretion upon such other business as may properly come before the Meeting, all shares of Common Stock held by the undersigned in Philip Morris International Inc. (the Company) at the Annual Meeting of Shareholders, which will be held online via a live webcast at 9:00 a.m. EDT, on Wednesday, May 5, 2021, and at all adjournments or postponements thereof. There will be no physical location for shareholders to attend. This proxy when properly executed will be voted as specified. If no specification is made, this proxy will be voted FOR all nominees in Proposal 1 and FOR Proposals 2 and 3. This card also serves to instruct the administrator of the Companys Direct Stock Purchase and Dividend Reinvestment Plan, and the trustee of each such defined contribution plan sponsored by the Company or any of its subsidiaries how to vote shares held for a participant in any such plan. Unless your proxy for your defined contribution plan shares is received by May 2, 2021, the trustee of such defined contribution plan will vote your plan shares in the same proportion as those plan shares for which instructions have been received, unless contrary to law. If you have voted by Internet or telephone, please DO NOT mail back this proxy card. THANK YOU FOR VOTING Continued and to be signed on reverse side
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