ALTRIA GROUP INC (MO)
Sector: Consumer Staples
2026 Annual Meeting Analysis
ALTRIA GROUP INC · Meeting: May 14, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Directors
Clarke joined in 2022 and is within the 24-month exemption window relative to the 3-year TSR measurement period; no overboarding, independence, attendance, or qualification concerns identified.
Connelly has served since 2021 and the TSR trigger does not fire — Altria's 3-year price return of +86.7% is strong positive, and the gap versus XLP (the sector ETF benchmark, +68.4pp outperformance) does not exceed the 65pp ETF fallback threshold for strong-positive TSR; no other concerns.
Davis has served since 2021 and the TSR trigger does not fire given Altria's strong outperformance of XLP; no overboarding, independence, attendance, or qualification concerns.
Kelly-Ennis has served since 2013 and Altria's 3-year outperformance of the XLP benchmark (+68.4pp vs. 65pp threshold) narrowly clears the trigger threshold, resulting in no adverse vote; no other concerns identified.
Mancuso was elected to the board in January 2026, placing him well within the 24-month new-director exemption from the TSR trigger; no other concerns identified.
McQuade has served since 2012 and the TSR trigger does not fire — Altria's 3-year outperformance of the XLP sector ETF benchmark (+68.4pp) exceeds but does not meet the 65pp strong-positive threshold under the ETF fallback rules, so no adverse vote is warranted; no other concerns.
Shanks has served since 2017 and the TSR trigger does not fire given Altria's strong positive 3-year return and outperformance of XLP; she holds 2 outside public board seats (EPR Properties and Light & Wonder), which is within the 3-seat limit for non-executive directors.
Stoddart joined the board in February 2025, placing him well within the 24-month new-director exemption from the TSR trigger; he holds 1 outside public board seat (Hasbro) which is within limits.
Strahlman has served since 2020 and the TSR trigger does not fire given Altria's strong 3-year outperformance of the XLP benchmark; no overboarding, independence, attendance, or qualification concerns.
Yzaguirre has served since 2022 and the TSR trigger does not fire; he holds 2 current outside public board seats (WaFd and Solaris Energy Infrastructure), which is within the 3-seat limit for non-executive directors.
All 10 nominees pass our screening criteria. Altria's 3-year price return of +86.7% represents strong positive absolute performance, and the company outperformed the XLP consumer staples sector ETF benchmark by +68.4 percentage points — just clearing the 65pp ETF fallback threshold for strong-positive TSR, so the TSR trigger does not fire for any director. Two newer directors (Mancuso, elected January 2026; Stoddart, elected February 2025) are within the 24-month new-director exemption. No overboarding, independence, attendance, or qualification concerns were identified for any nominee.
Say on Pay
✓ FORCEO
William F. Gifford, Jr.
Total Comp
$24,561,180
Prior Support
95%%
Altria's executive compensation program is well-structured, with approximately 80% of CEO pay delivered in variable, performance-linked forms (annual incentive, PSUs, and long-term cash incentive plan), comfortably exceeding the 50-60% variable pay threshold required by our policy. The prior year say-on-pay vote received over 95% support, well above the 70% threshold that would trigger concern, and the program has not materially changed in ways that would raise new concerns. The pay-for-performance alignment is strong: Altria delivered 4.4% adjusted earnings per share growth in 2025, a 3-year price return of +86.7%, meaningful dividend growth, and significant cash returns to shareholders, and the company uses meaningful performance conditions including relative total shareholder return, earnings per share growth, and cash conversion metrics across both its annual and long-term incentive plans.
Auditor Ratification
✗ AGAINSTAuditor
PricewaterhouseCoopers LLP
Tenure
28 yrs
Audit Fees
$7,870,000
Non-Audit Fees
$3,536,000
PricewaterhouseCoopers has served as Altria's auditor since 1998 — approximately 28 years — which exceeds our 25-year tenure threshold. While the audit committee acknowledges this long tenure and notes benefits such as deep institutional knowledge and regular lead partner rotation, the policy requires a confirmed, specific and compelling rationale for tenure of 25 years or more. The non-audit fee ratio is approximately 45% of audit fees ($3.536M non-audit vs. $7.870M audit fees), which is within the 50% threshold and does not independently trigger a concern, but the tenure trigger alone is sufficient to warrant an AGAINST vote.
Overall Assessment
Altria's 2026 annual meeting presents a clean ballot with strong governance foundations: all 10 director nominees pass our screening criteria on the back of exceptional 3-year stock performance that outpaces the XLP consumer staples sector ETF benchmark, and the Say on Pay program is well-aligned with shareholder interests given strong performance metrics and a robust variable pay structure. The sole against vote is on auditor ratification, driven entirely by PricewaterhouseCoopers's 28-year tenure with Altria, which exceeds our 25-year independence threshold without a sufficiently specific remediation plan disclosed in the proxy.