Pay Versus Performance

Set forth below is information about the relationship between “compensation actually paid” to our NEOs and certain financial performance measures. For further information concerning our pay-for-performance philosophy and how we align executive compensation with our performance, refer to “Executive Compensation – Compensation Discussion and Analysis” beginning on page 28.

Value of Initial Fixed $100
Investment Based on:

Year       Summary
Compensation
Table Total
for First
CEO ⁽¹⁾
($)       Compensation
Actually Paid
to First
CEO ⁽¹⁾⁽²⁾
($)       Summary
Compensation
Table Total
for Second
CEO ⁽¹⁾
($)       Compensation
Actually Paid
to Second
CEO ⁽¹⁾⁽²⁾
($)       Average
Summary
Compensation
Table Total
for Non-CEO
NEOs ⁽³⁾
($)       Average
Compensation
Actually Paid
to Non-CEO
NEOs ⁽³⁾
($)       Altria Total
Shareholder
Return
($)       Peer Group
Total
Shareholder
Return ⁽⁴⁾
($)       Net
Income ⁽⁵⁾
($ in millions)       Adjusted
Diluted
EPS ⁽⁶⁾
($)

2022 –      –      16,199,700     18,053,441     5,304,553     5,884,220      116.24      133.76      5,764      4.84

2021 – – 12,626,972 14,938,175 3,917,487 4,933,885 111.37 122.64 2,475 4.61

2020 17,835,316 883,271 12,238,397 8,561,449 4,992,680 3,046,417 89.62 105.56 4,467 4.36

⁽¹⁾ The First CEO is Howard A. Willard III who retired as Chairman and CEO effective April 14, 2020. The Second CEO is William F. Gifford, Jr. who was elected CEO effective April 16, 2020.

⁽²⁾ The dollar amounts represent the amount of compensation actually paid to each NEO, as computed in accordance with applicable SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid to each NEO during the applicable year. The following adjustments were made to the amounts shown in the “Total” column of the Summary Compensation Table (“SCT”) to calculate the compensation actually paid amounts:

Deductions from SCT Total Additions to SCT Total ^(a)

Year       Grant Date Fair
Value of Equity
Awards ^(b)
($)       Change in
Pension
Value ^(c)
($)       12/31 Fair Value
for Outstanding
Awards
Granted This
Year ^(d)
($)       Change in
Fair Value for
Outstanding
Awards
Granted in
Prior Years ^(e)
($)       Change in
Fair Value
for Vested
Awards ^(f)
($)       Prior-Year
Fair Value
for Forfeited
Awards
Granted in any
Prior Year ^(g)
($)       Dividend
Equivalents
Paid ^(h)
($)       Pension
Service
Costs ⁽ⁱ⁾
($)

First CEO Adjustments

2022 —     —    — — — — — —

2021 — — — — — — — —

2020 6,269,997 1,046,316 — — (203,296) (9,853,475) 343,661 77,378

Second CEO Adjustments

2022 6,500,044 — 5,808,532 (720,892) 127,685 — 1,011,334 2,127,126

2021 6,000,059 2,487,905 6,312,998 1,652,234 61,320 — 775,597 1,997,018

2020 5,707,085 3,162,720 5,180,587 (1,434,026) (203,296) — 524,929 1,124,663

Average Non-CEO NEOs Adjustments

2022 1,921,542 — 1,717,117 (212,267) 56,245 — 335,235 604,879

2021 1,806,406 441,174 1,900,621 502,384 22,142 — 274,281 564,549

2020 1,985,373 1,622,524 1,788,516 (553,066) (76,170) — 184,480 317,873

    ^(a) Fair values shown apply updated assumptions from the grant date assumptions described in the “Stock Plans” note to our consolidated financial statements for each applicable year’s Annual Report on Form 10-K. Fair values for PSUs take into account the probable outcome of the performance conditions as of each year’s last day or, if earlier, the vesting date. Fair values for RSUs use the price of Altria common stock as of the last day of each year or, if earlier, the vesting date.

^(b) Each amount shown is the aggregate grant date fair value of stock awards determined pursuant to FASB Codification Topic 718.

^(c) The amounts show the change in the present value of each NEO’s pension benefits for each year from December 31 of the prior year to December 31 of the applicable year.

^(d) Reflects the fair value as of December 31 for outstanding and unvested grants awarded during that same year.

^(e) For awards granted in a prior year, reflects the change in fair value between the year-end and the previous year-end for outstanding and unvested awards.

^(f) For awards that vested, reflects the change in fair value between the end of the previous year and the vest date.

^(g) Reflects the fair value as of the end of the prior year for awards forfeited during the year.

^(h) Reflects the sum of all dividend equivalents on unvested RSUs that were paid during the year.

⁽ⁱ⁾ Reflects the actuarial present value of benefits attributed by the pension benefit formula to services rendered by each NEO during that period.

⁽³⁾ The non-CEO NEOs included in both the 2021 and 2022 average compensation are Salvatore Mancuso, Murray R. Garnick, Jody L. Begley and Heather A. Newman. The non-CEO NEOs included in 2020 average compensation are Salvatore Mancuso, Murray R. Garnick, Jody L. Begley and Charles N. Whitaker.

⁽⁴⁾ The peer group is the S&P 500 Food, Beverage & Tobacco Index, which is the same peer group used in the performance graph in Part II, Item 5 of our 2022 Form 10-K.

⁽⁵⁾ Net income represents net earnings attributable to Altria as disclosed in the applicable year’s Annual Report on Form 10-K.

⁽⁶⁾ Adjusted diluted EPS is a non-GAAP financial measure. See Exhibit A to this Proxy Statement for information regarding non-GAAP financial measures and reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures.

Named Executive Officers, Footnote [Text Block]

⁽³⁾The non-CEO NEOs included in both the 2021 and 2022 average compensation are Salvatore Mancuso, Murray R. Garnick, Jody L. Begley and Heather A. Newman. The non-CEO NEOs included in 2020 average compensation are Salvatore Mancuso, Murray R. Garnick, Jody L. Begley and Charles N. Whitaker.

Adjustment To PEO Compensation, Footnote [Text Block]

The dollar amounts represent the amount of compensation actually paid to each NEO, as computed in accordance with applicable SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid to each NEO during the applicable year. The following adjustments were made to the amounts shown in the “Total” column of the Summary Compensation Table (“SCT”) to calculate the compensation actually paid amounts:

	Deductions from SCT Total				Additions to SCT Total ^(a)
Year	Grant Date Fair Value of Equity Awards ^(b) ($)		Change in Pension Value ^(c) ($)		12/31 Fair Value for Outstanding Awards Granted This Year ^(d) ($)		Change in Fair Value for Outstanding Awards Granted in Prior Years ^(e) ($)		Change in Fair Value for Vested Awards ^(f) ($)		Prior-Year Fair Value for Forfeited Awards Granted in any Prior Year ^(g) ($)		Dividend Equivalents Paid ^(h) ($)		Pension Service Costs ⁽ⁱ⁾ ($)
First CEO Adjustments
2022		—		—		—		—		—		—		—		—
2021		—		—		—		—		—		—		—		—
2020		6,269,997		1,046,316		—		—		(203,296)		(9,853,475)		343,661		77,378
Second CEO Adjustments
2022		6,500,044		—		5,808,532		(720,892)		127,685		—		1,011,334		2,127,126
2021		6,000,059		2,487,905		6,312,998		1,652,234		61,320		—		775,597		1,997,018
2020		5,707,085		3,162,720		5,180,587		(1,434,026)		(203,296)		—		524,929		1,124,663
Average Non-CEO NEOs Adjustments
2022		1,921,542		—		1,717,117		(212,267)		56,245		—		335,235		604,879
2021		1,806,406		441,174		1,900,621		502,384		22,142		—		274,281		564,549
2020		1,985,373		1,622,524		1,788,516		(553,066)		(76,170)		—		184,480		317,873

	^(a)	Fair values shown apply updated assumptions from the grant date assumptions described in the “Stock Plans” note to our consolidated financial statements for each applicable year’s Annual Report on Form 10-K. Fair values for PSUs take into account the probable outcome of the performance conditions as of each year’s last day or, if earlier, the vesting date. Fair values for RSUs use the price of Altria common stock as of the last day of each year or, if earlier, the vesting date.
	^(b)	Each amount shown is the aggregate grant date fair value of stock awards determined pursuant to FASB Codification Topic 718.
	^(c)	The amounts show the change in the present value of each NEO’s pension benefits for each year from December 31 of the prior year to December 31 of the applicable year.
	^(d)	Reflects the fair value as of December 31 for outstanding and unvested grants awarded during that same year.
	^(e)	For awards granted in a prior year, reflects the change in fair value between the year-end and the previous year-end for outstanding and unvested awards.

	^(f)	For awards that vested, reflects the change in fair value between the end of the previous year and the vest date.
	^(g)	Reflects the fair value as of the end of the prior year for awards forfeited during the year.
	^(h)	Reflects the sum of all dividend equivalents on unvested RSUs that were paid during the year.
	⁽ⁱ⁾	Reflects the actuarial present value of benefits attributed by the pension benefit formula to services rendered by each NEO during that period.

⁽³⁾	The non-CEO NEOs included in both the 2021 and 2022 average compensation are Salvatore Mancuso, Murray R. Garnick, Jody L. Begley and Heather A. Newman. The non-CEO NEOs included in 2020 average compensation are Salvatore Mancuso, Murray R. Garnick, Jody L. Begley and Charles N. Whitaker.
⁽⁴⁾	The peer group is the S&P 500 Food, Beverage & Tobacco Index, which is the same peer group used in the performance graph in Part II, Item 5 of our 2022 Form 10-K.
⁽⁵⁾	Net income represents net earnings attributable to Altria as disclosed in the applicable year’s Annual Report on Form 10-K.
⁽⁶⁾	Adjusted diluted EPS is a non-GAAP financial measure. See Exhibit A to this Proxy Statement for information regarding non-GAAP financial measures and reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures.

Non-PEO NEO Average Compensation Actually Paid Amount

$ 5,884,220

4,933,885

3,046,417

Compensation Actually Paid vs. Total Shareholder Return [Text Block]

Compensation Actually Paid v. Cumulative TSR

Compensation Actually Paid vs. Company Selected Measure [Text Block]

Compensation Actually Paid v. Adjusted Diluted EPS ⁽¹⁾

⁽¹⁾	Adjusted diluted EPS is a non-GAAP financial measure. See Exhibit A to this Proxy Statement for information regarding non-GAAP financial measures and reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures.

Tabular List [Table Text Block]

The following table lists the most important performance measures that Altria used to link company performance to compensation actually paid to the NEOs for the most recently completed fiscal year. The first five items listed are financial performance measures. Strategic initiatives are non-financial performance measures that are defined by the Committee with respect to awards under the cash-based Annual Incentive Award and LTIP programs.

Most Important Performance Measures

Adjusted Diluted EPS ⁽¹⁾

Adjusted Discretionary Cash Flow ⁽¹⁾

Total Adjusted OCI ⁽¹⁾

Cash Conversion ⁽¹⁾

Relative TSR

Strategic Initiatives

⁽¹⁾	Adjusted diluted EPS, adjusted discretionary cash flow, total adjusted OCI and cash conversion are non-GAAP financial measures. See Exhibit A to this Proxy Statement for information regarding non-GAAP financial measures.