DEF 14A of Philip Morris International Inc., Mar 28, 2024

DEF 14A of Philip Morris International Inc.

Filed Mar 28, 2024 · FY20230001104659-24-039955

Open on EDGAR

  1. 2023 Annual Report

    | Compensation Tables | 58 | | Summary Compensation Table | 58 | | All Other Compensation | 59 | | Grants of Plan-Based Awards During 2023 | 61 | | Outstanding Equity Awards as of December 31, 2023 | 62 | | Stock Option Exercises and Stock Vested During 2023 | 64 | | Pension Benefits | 65 | | Employment Contracts, Termination of Employment and Change in Control Arrangements | 67 | | Pay Ratio | 70 | | Pay versus Performance | 71 | | Advisory Vote Approving Executive Compensation | 74 | | Audit and Risk Committee Matters | 75 | | Ratification of the Selection of Independent Auditors | 78 | | Related Person Transactions and Code of Conduct | 79 | | Availability of Reports, Other Matters and 2025 Annual Meeting | 80 | | Exhibit A: Questions & Answers | 82 | | Exhibit B: Reconciliations | 87 | | Exhibit C: Glossary of Terms | 90 |

  2. Say-on-Pay Engagement

    Say-on-Pay Engagement In light of our say-on-pay vote at the 2023 Annual Meeting of Shareholders, where 73.95% of our shareholders supported the proposal, we also conducted a targeted engagement campaign with our shareholders regarding our executive compensation program. We reached out to shareholders representing approximately 45% of our total shares outstanding to invite them to participate in calls with management and the Chair of our Compensation Committee to discuss our executive compensation programs and provide feedback. Both management and the Chair of our Compensation Committee participated in calls with eight shareholders who accepted our offer, representing approximately 18% of our outstanding shares. Additional information about this outreach, including a description of changes made to our executive compensation programs as a result of these engagements, can be found on page 43.

  3. Say-on-Pay Engagement

    | P M I 2 0 2 4 P r o x y S t a t e m e n t | 3 |

  4. Say-on-Pay Engagement

    Human Capital

  5. Say-on-Pay Engagement

    | | | | | Our Workforce | Our Internal Transformation | Inclusion & Diversity | | More than 130 Nationalities As of December 31, 2023, we employed approximately 82,700 people worldwide of more than 130 different nationalities, including full-time, temporary and part-time staff. | Smoke-Free Future To be successful, we must continue transforming our culture and ways of working, align our talent with our business needs and innovate to become a truly consumer-centric business. | EEO-1 Report Influenced by our engagement with shareholders, we began publishing PMI’s EEO-1 Report in 2023 available on the Company’s website at www.pmi.com/who-we-are/inclusion-diversity. | | Global Company We are subject to numerous different laws and regulations relating to our relationship with our employees. We engage with legally recognized employee representative bodies in certain regions and we have collective bargaining agreements in several of the countries in which we operate. | Talent We aim to attract, retain and motivate the best global talent, talent that is diverse and has the right degree of experience, competencies and skills. We seek expertise in areas that are new to us such as digital and technical solutions while also developing our existing talent in those areas. | Gender Balance We aspire to continue to maintain a minimum of 40% female representation globally in management positions in most of our business functions and regions. In 2023, we also maintained our certification as a global EQUAL-SALARY organization, affirming our commitment to pay female and male employees equally for equal work everywhere we operate. | | European Works Council In accordance with European Union requirements, we have established a European Works Council composed of management and elected members of our workforce. | Compensation We set the levels of our compensation and benefit programs that we believe are necessary to achieve these goals and remain competitive with other consumer product companies. | Continued Commitment We have established global employee resource groups (“ERGs”) for race, ethnicity and cultural diversity, LGBTQ+, gender, parents and caregivers, intergenerational diversity, and disability dimensions concerning our employees. Our ERGs are open to participation by all employees, and we believe they help build an enhanced sense of belonging, visibility, and greater understanding of different experiences and dimensions of diversity in our company. |

  6. Say-on-Pay Engagement

    | | Oversight and Management Our Board of Directors (the “Board”) provides oversight of various matters pertaining to our workforce, and the Compensation Committee of the Board is responsible for executive compensation matters and oversight of the risks and programs related to talent management. Our Code of Conduct highlights our commitment to ethical business conduct and honesty, respect, and fairness in our ways of working. |

  7. Say-on-Pay Engagement

    | 4 | D e l i v e r i n g a S m o k e - F r e e F u t u r e |

  8. Say-on-Pay Engagement

    BOARD OPERATIONS AND GOVERNANCE Board of Directors

  9. Say-on-Pay Engagement

    | Primary Responsibilities: | Meetings: | | • Fosters the long-term success of the Company, consistent with its fiduciary duty to shareholders. • Establishes broad corporate policies, setting strategic direction, and oversees management, which is responsible for the day-to-day operations of the Company. • Oversees the Company’s enterprise risk management program (as described on pages 13-14). In fulfilling this role, each director must exercise his or her good faith business judgment in the best interests of the Company. • Approves the Company’s annual budget each year and receives updates of the Company’s performance against the budget throughout the year. • Reviews and approves the Company’s three-year plan each year, typically in a two-day session. The Board regularly receives presentations on the Company’s longer-term objectives and plans. | • The Board holds regular meetings, typically during the months of February, March, May, June, September and December, and additional meetings when necessary. The organizational meeting follows immediately after the Annual Meeting of Shareholders. • The Board held 6 regular meetings in 2023. The Lead Independent Director presides over regular executive sessions of the Board with no members of management present. • Directors are expected to attend Board meetings, the Annual Meeting of Shareholders and meetings of the committees on which they serve, with the understanding that on occasion a director may be unable to attend. • During 2023, all nominees for director then in office attended at least 89% of the aggregate number of meetings of the Board and all committees on which they served, and all director nominees then in office attended the 2023 Annual Meeting of Shareholders. |

  10. Say-on-Pay Engagement

    | P M I 2 0 2 4 P r o x y S t a t e m e n t | 5 |

  11. Say-on-Pay Engagement

    Governance Guidelines, Policies and Codes

  12. Say-on-Pay Engagement

    | The Code of Conduct: | Other Governance Guidelines: | | • The Board has adopted a Code of Conduct. • The Code of Conduct is an interactive, plain language tool that describes the fundamental beliefs and attributes that unite and guide us in pursuing PMI’s goals, illustrates how to meet our commitments to these beliefs and attributes, and explains why it is critical to do so. • The Code of Conduct is our code of ethics and it applies to our Board and all employees, including the Company’s Chief Executive Officer (“CEO”), Chief Financial Officer, and Chief Accounting Officer or Controller. • The Code of Conduct is available free of charge on the Company’s website, www.pmi.com/our-views-and-standards/standards/compliance-and-integrity, and will be provided free of charge to any shareholder requesting a copy by writing to the Vice President, Associate General Counsel and Corporate Secretary of Philip Morris International Inc. at 677 Washington Blvd., Suite 1100, Stamford, CT 06901. | • The Board has adopted Corporate Governance Guidelines that apply to directors to assist with the exercise of the governance responsibilities of the Board and its committees in the best interests of the Company and to foster the long-term success of PMI, consistent with its fiduciary duty to the shareholders. • The Corporate Governance Guidelines promote sound corporate governance practices for the Board to establish effective broad-based corporate policies, set strategic direction, and oversee management. • The Board has also adopted a Code of Business Conduct and Ethics that applies to directors. • In addition, the Board has adopted a Policy on Related Person Transactions for the review of certain transactions in which the Company is a participant, and an officer or director, or nominees therefor as applicable, has, had, or may have a direct or indirect material interest. • All of these corporate governance documents are available free of charge on the Company’s website, www.pmi.com/corporate-governance/overview, and will be provided free of charge to any shareholder requesting a copy by writing to the Vice President, Associate General Counsel and Corporate Secretary of Philip Morris International Inc. at 677 Washington Blvd., Suite 1100, Stamford, CT 06901. |

  13. Say-on-Pay Engagement

    The information on the Company’s websites, including the Company’s 2023 Integrated Report as referenced in this proxy statement, is not, and shall not be deemed to be, a part of this proxy statement or incorporated into any other filings the Company makes with the U.S. Securities and Exchange Commission (the “SEC”). Leadership Structure

  14. Say-on-Pay Engagement

    | The Board believes that no particular leadership structure is inherently superior to all others under all circumstances. It determines from time to time the structure that best serves the interests of the Company and its shareholders under the then-prevailing circumstances. |

  15. Say-on-Pay Engagement

    In 2021, André Calantzopoulos, our former CEO, became our Executive Chairman, and Jacek Olczak, the Company’s then Chief Operating Officer, became our CEO. As previously disclosed, Mr. Calantzopoulos will retire as an officer of the Company immediately following the 2024 Annual Meeting of Shareholders, but will continue to serve on the Board as Non-Executive Chairman. The Board believes that having Mr. Calantzopoulos transition from CEO to Executive Chairman and now to Non-Executive Chairman ensures a seamless transition of leadership, consistent with PMI’s longstanding history of leadership continuity. Mr. Calantzopoulos’ role as Chairman, working with the Lead Independent Director, ensures continuity

  16. Say-on-Pay Engagement

    | 6 | D e l i v e r i n g a S m o k e - F r e e F u t u r e |

  17. Say-on-Pay Engagement

    of leadership at the Board level and the continuum of PMI’s institutional knowledge while strengthening communication among our Board, CEO, and management. Lucio A. Noto, our former Lead Independent Director, did not stand for re-election to the Board at the 2023 Annual Meeting of the Shareholders. The Board elected Lisa A. Hook to serve as Lead Independent Director upon Mr. Noto’s departure, effective May 3, 2023.

  18. Say-on-Pay Engagement

    | Executive Chairman | Lead Independent Director | | ANDRÉ CALANTZOPOULOS As Executive Chairman, Mr. Calantzopoulos: • facilitates communication between the Board and management; • assists the Chief Executive Officer with long-term strategy and serves as his sounding board; • presides at all meetings of shareholders and of the Board; and • assists in the preparation of agendas and materials for Board meetings, working together with the Lead Independent Director, who approves the agendas before they are disseminated to the Board. As always, input will be sought from all directors as to topics they wish to review. Because Mr. Calantzopoulos is not independent, the Board will continue to have a Lead Independent Director. Mr. Calantzopoulos will retire as an officer of the Company immediately following the 2024 Annual Meeting of Shareholders, but will continue to serve on the Board as Non-Executive Chairman. | LISA A. HOOK The non-management directors elect at the annual organizational meeting one independent director as the Lead Independent Director. Our former Lead Independent Director, Mr. Noto, did not stand for re-election at our 2023 Annual Meeting of Shareholders. The Board elected Lisa A. Hook as Mr. Noto’s successor, effective May 3, 2023. As Lead Independent Director, Ms. Hook has the same responsibilities as those exercised by Mr. Noto. Our Lead Independent Director’s responsibilities are to: • preside over executive sessions of the non- management directors and at all meetings at which the Executive Chairman is not present; • call meetings of the non-management directors as he or she deems necessary; • serve as liaison between the Chief Executive Officer and the non-management directors; • approve agendas and schedules for Board meetings; • advise the Executive Chairman and the Chief Executive Officer of the Board’s informational needs; • together with the Executive Chairman and the Chair of the Compensation Committee, communicate goals and objectives to the Chief Executive Officer and the results of the evaluation of his performance; and • be available for consultation and communication if requested by major shareholders. | | | The Lead Independent Director is a member of all of the committees of the Board. |

  19. Say-on-Pay Engagement

    | P M I 2 0 2 4 P r o x y S t a t e m e n t | 7 |

  20. Say-on-Pay Engagement

    Committees of the Board The Board has established various standing committees to assist with the performance of its responsibilities. These committees and their current members are listed below. The Board designates the members of these committees and the Chairs thereof at its organizational meeting following the Annual Meeting of Shareholders, based on the recommendations of the Nominating and Corporate Governance Committee. The Board has adopted written charters for each of these committees, and these charters are available on the Company’s website at www.pmi.com/corporate-governance/board-committees. The Chair of each committee develops the agenda for that committee and determines the frequency and length of committee meetings. Each committee meets as often as it deems appropriate, but at least the minimum amount required by applicable law or its respective charter, and each has sole authority to retain its own legal counsel, experts and consultants. The Audit and Risk Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee each consists entirely of non-management directors, all of whom the Board has determined are independent within the meaning of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Board has determined that all members of the Audit and Risk Committee are financially literate, and that each of Michel Combes, Werner Geissler, Lisa A. Hook, Victoria Harker and Dessi Temperley is an “audit committee financial expert” within the meaning set forth in the regulations of the SEC. The Board has determined that Ms. Temperley’s ability to effectively serve on the Company’s Audit and Risk Committee is not impaired by simultaneously serving on the audit committees of four public companies, including PMI. No member of the Audit and Risk Committee, the Compensation Committee or the Nominating and Corporate Governance Committee received any payments or other compensation in 2023 from the Company or its subsidiaries, other than compensation received as a director. In 2023, the Board dissolved the Consumer Relationships and Regulation Committee and the Finance Committee, and reassigned responsibilities among the remaining four committees and the full Board to re-align the responsibilities of the Board and its committees with the Company’s strategies. In furtherance thereof, in June 2023, the Board renamed the Audit Committee as the Audit and Risk Committee and renamed the Product Innovation and Regulatory Affairs Committee as the Science and Technology Committee.

  21. Say-on-Pay Engagement

    | 8 | D e l i v e r i n g a S m o k e - F r e e F u t u r e |

  22. Say-on-Pay Engagement

    | AUDIT AND RISK COMMITTEE SUMMARY | | | | Meetings in 2023: 9 | | | | | | COMMITTEE PURPOSE: • oversee the integrity of the financial statements and monitor financial reporting processes and systems of internal control; • monitor the qualifications, independence and performance of the independent auditors; • monitor the qualifications and performance of the internal auditors and internal audit function; • monitor the Company’s compliance with legal and regulatory requirements; and • provide an avenue of communication among management, the independent auditors, the internal auditors, the chief compliance officer and the Board | | Michel Combes (Chair) | Werner Geissler | Victoria Harker | Lisa A. Hook | | | | | | | | | Jun Makihara* | Dessi Temperley | | | |

  23. Say-on-Pay Engagement

    * Mr. Makihara will not stand for re-election at our Annual Meeting of Shareholders this year. KEY RESPONSIBILITIES: • recommend to the Board whether the Company’s financial statements should be included in the Company’s annual filings with the SEC; • sole authority for the appointment, and, compensating, retaining and overseeing the work, of the independent auditors, including resolution of disagreements between management and the independent auditors regarding financial reporting; • evaluate the internal audit function, review and approve the internal audit charter and budget, and oversee various matters of the internal audit function, such as the internal audit plan and activities, responsibilities and staffing of the internal audit organization; • evaluate the performance of the Company’s compliance function and review the plan, activities, responsibilities and staffing of the compliance function; • review and oversee the Company’s financial risk management policies, the Company’s policies and practices with respect to risk assessment and management, and the Company’s policies and practices with respect to the management of risks related to or arising from cybersecurity and data privacy; data governance and use of artificial intelligence; business continuity, excessive or discriminatory taxation, illicit trade and device reliability; • review with the Company’s legal function, any legal, compliance and regulatory matters that could have a significant impact on financial statements; • review and recommend to the Board for its approval of the Company’s Code of Conduct and Code of Business Conduct and Ethics for Directors; • review the implementation and effectiveness of the Company’s compliance program, including violations of the Code of Conduct and responses thereto, potential conflicts of interest or unfair dealing practices involving the directors under the Code of Business Conduct and Ethics for Directors and the adequacy of resources for compliance; • establish “whistleblower” procedures and review complaints or submissions regarding accounting, internal accounting controls or auditing matters; • oversee the review of the expense reports of the CEO and the directors; • review any sustainability information to be included in the Company’s financial reporting framework and the internal controls and procedures related to sustainability disclosures, including any assurance being provided by the independent auditor or other third party with respect to sustainability disclosures; • produce a report to shareholders for inclusion in the proxy statement; and review the Company’s overall tax strategy and related obligations, insurance policies, pension plan status including funded status and performance, and any other material matters concerning the Company’s financial structure, condition, financing plans and policies.

  24. Say-on-Pay Engagement

    | P M I 2 0 2 4 P r o x y S t a t e m e n t | 9 |

  25. Say-on-Pay Engagement

    | COMPENSATION AND LEADERSHIP DEVELOPMENT COMMITTEE SUMMARY | | | | Meetings in 2023: 5 | | | | | | COMMITTEE PURPOSE: • discharge the Board’s responsibilities relating to executive compensation; • produce a report for inclusion in the proxy statement; and • review talent management succession plans for the CEO and other senior executives. | | Werner Geissler (Chair) | Dr. Juan José Daboub | Lisa A. Hook | Jun Makihara* | | | | | | | | | Robert B. Polet | | | | |

  26. Say-on-Pay Engagement

    * Mr. Makihara will not stand for re-election at our Annual Meeting of Shareholders this year. KEY RESPONSIBILITIES: • review and approve the Company’s overall compensation philosophy and design; • review, approve and recommend to the Board for approval corporate goals and objectives relevant to the compensation of the CEO and Executive Chairman, and evaluate their performance; • determine, approve and recommend to the Board for approval the compensation of the CEO; • review and recommend to the Board for approval the compensation for executive officers, except that any compensation decisions for the CEO and the Executive Chairman will be presented only to the non-management members of the Board for approval; • recommend to the Board incentive compensation plans and equity-based plans, and administer and make awards under such plans and review the cumulative effect of its actions; • determine and recommend to the Board for approval the Company’s stock ownership guidelines and monitor compliance therewith by executives; • review and assist with the development of executive succession plans, evaluate and make recommendations to the Board regarding potential CEO candidates and evaluate candidates to fill other corporate officer positions; • oversee the management of risks related to the Company’s compensation policies and practices; • oversee the management of risks related to talent management, including 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; • annually review and assess the potential material risk to the Company from its compensation program and policies, including any incentive plans or other arrangements at and below the executive level; • oversee the implementation and administration of any clawback or recoupment policy allowing the Company to recoup compensation paid to the executive officers of the Company, if and as the Committee determines to be appropriate and in accordance with applicable law and NYSE listing standards; • review and discuss with management proposed annual disclosures regarding executive compensation matters; • oversee human capital management, including leadership and talent development programs; and recommend to the Board whether the Company’s Compensation Discussion and Analysis should be accepted for inclusion in the proxy statement.

  27. Say-on-Pay Engagement

    | 10 | D e l i v e r i n g a S m o k e - F r e e F u t u r e |

  28. Say-on-Pay Engagement

    | NOMINATING AND CORPORATE GOVERNANCE COMMITTEE SUMMARY | | | | Meetings in 2023: 4 | | | | | | COMMITTEE PURPOSE: • identify qualified candidates for Board membership; • recommend nominees for election or re-election at the annual meeting and candidates, as necessary, to fill vacancies and new directorships; • advise the Board on corporate governance and sustainability matters; • oversee self-evaluation of the Board and each committee of the Board; and • oversight of political contributions and lobbying activities. | | Kalpana Morparia (Chair) | Michel Combes | Werner Geissler | Lisa A. Hook | | | | | | | | | Shlomo Yanai | | | | |

  29. Say-on-Pay Engagement

    KEY RESPONSIBILITIES: • review qualifications of prospective director candidates in accordance with criteria recommended by the Nominating and Corporate Governance Committee and approved by the Board, such criteria to include, among other considerations, ethnic, racial, and gender diversity; • consider performance of incumbent directors and other relevant factors in determining whether to nominate such directors for re-elections; • oversee the Company’s policies, programs and related risks to the Company that concern certain environmental, social and governance topics and sustainability strategy and performance; • make recommendations to the Board regarding director independence and the function, composition and structure of the Board and its committees; • review each director’s time commitments, with consideration given to other public company board leadership positions and other director time commitments, and regularly assess director effectiveness; • review and make a determination, in the event a member of the Board receives an offer to serve as a director of another public company, or to serve as a chairman, a lead independent director, a committee chair or as a member of an audit committee, as to whether such additional service may impair such member’s ability to effectively continue to serve on the Board; • recommend retirement policies for directors; • oversee the Company’s lobbying and trade association activities and expenditures; • develop and recommend to the Board for approval the corporate governance guidelines and any changes thereto, annually and as necessary; • consider and advise on questions, as they arise, of potential conflicts of interest or unfair dealing practices involving the directors under the Company’s Code of Business Conduct and Ethics for Directors, and any suspected violations of, as appropriate; • review and oversee all related person transactions for potential conflicts of interest in accordance with the Company’s Policy on Related Person Transactions and review all determinations by the Company’s CEO and Corporate Secretary with respect to related person transactions under such policy; • develop and recommend to the Board the annual self-evaluation process of the Board and its committees; and review director compensation and recommend changes in compensation to the Board.

  30. Say-on-Pay Engagement

    | P M I 2 0 2 4 P r o x y S t a t e m e n t | 11 |

  31. Say-on-Pay Engagement

    | SCIENCE AND TECHNOLOGY COMMITTEE SUMMARY | | | | Meetings in 2023: 4 | | | | | | COMMITTEE PURPOSE: • 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, including RRPs and development of the Company’s Wellness and Healthcare business; and • monitor and review key legislative, regulatory and public policy issues and trends related to the research and development of RRPs and Wellness and Healthcare products. | | Shlomo Yanai (Chair) | Bonin Bough | André Calantzopoulos | Dr. Juan José Daboub | | | | | | | | | Lisa A. Hook | Kalpana Morparia | Jacek Olczak | | |

  32. Say-on-Pay Engagement

    KEY RESPONSIBILITIES: • review and report to the Board the overall research and development and innovation strategy of the Company; • review the Company’s pipeline of innovative products and services, including existing and future RRPs and products produced by the Company’s Wellness & Healthcare business, and associated benefits and risks, such as product superiority, product reliability, and time to market; • review the competitive landscape and future innovations in RRPs and the Wellness and Healthcare business; • oversee the risk management of (a) the Company’s research and development efforts, including risks related to innovation IP and research related to RRPs and Wellness and Healthcare products and (b) product quality with respect to the products that are manufactured and commercialized by the Company, including risks related to product safety; • monitor the Company’s management of its intellectual property; • review management’s decisions regarding the allocation, deployment, utilization of and investment in the Company’s scientific and development assets and product offerings; and review management’s decisions regarding acquiring or divesting scientific technology or otherwise investing in research or development programs.

  33. Say-on-Pay Engagement

    | 12 | D e l i v e r i n g a S m o k e - F r e e F u t u r e |

  34. Say-on-Pay Engagement

    Board Risk Oversight Risk oversight is conducted by the full Board of Directors as well as by Board committees with respect to their areas of responsibility. Management is accountable for managing risks and for implementing enterprise risk management practices to support the achievement of our strategy and business objectives. Throughout the year, management regularly updates the Board and its committees on the evolution of principal risks and significant emerging risks. Principal risks are those risks that may compromise the achievement of the Company’s strategic ambitions and objectives, or may have a critical impact on the Company’s operations. Management identifies and prioritizes short, intermediate and long-term risks based on four risk dimensions:

  35. Say-on-Pay Engagement

    | 1 | the impact a risk could have on the organization if it occurs, | 2 | the likelihood a risk will occur, | 3 | the velocity with which a risk would affect the organization if it occurs, | 4 | and the interconnectivity of a risk with other risks. |

  36. Say-on-Pay Engagement

    As part of its risk management practices, the Company has established a Corporate Risk Governance Committee (“CRGC”) made up of senior executive officers, including the Chief Executive Officer, Chief Financial Officer, Senior Vice President, Operations, the General Counsel, Chief Digital & Information Officer, Vice President & Controller, the Chief Risk Assurance Officer, Chief Information Security Officer, the Chief Compliance Officer, and the Corporate Secretary, among others . Ownership of each of the principal risks is assigned to a member of senior management, and oversight of the management of each risk is assigned to a particular committee of our Board or to the full Board. Management reports on these risks to the appropriate committee and to the full Board throughout the year. Certain members of the CRGC, including the Chief Financial Officer, Senior Vice President and General Counsel, Vice President & Controller, and Chief Risk Assurance Officer, are also members of our management-level disclosure committee, which is chaired by the Corporate Secretary, and, along with the participation of risk and assurance functions such as Enterprise Risk Management and internal audit, ensure that relevant risks identified by the CRGC are incorporated into our disclosure controls and procedures. Our Enterprise Risk Management function orchestrates the enterprise risk management practices that are designed to support management and the Board in their respective roles and ultimately to ensure the adequacy of Company’s responses against each principal risk. This includes periodic reporting of the results to the Audit and Risk Committee, as well as to the full Board and specific other Board committees. The Enterprise Risk Management function, as well as the internal audit function, report to the Chief Risk Assurance Officer, who reports functionally to the Audit and Risk Committee. Assessments of cybersecurity and data privacy risks are provided to the Audit and Risk Committee and the full Board at regularly scheduled meetings. In 2023, these assessments were provided four times to the Audit and Risk Committee and once to the full Board. In addition, the Board believes that having a Lead Independent Director enhances the Board’s independent oversight of our risk mitigation and response efforts by enabling consultation between the CEO and Lead Independent Director on time-sensitive or urgent risks. Moreover, where needed the Company engages with outside advisors and experts to inform and anticipate on future threats, trends, and other risk considerations. Such efforts ensure completeness of the Company’s risk landscape. Finally, beyond oversight of the management of risks relating to the Company’s strategic priorities and business objectives, the full Board also oversees legal risks, including litigation. The roles that the various governance bodies fulfill as part of the Company’s approach towards enterprise risk management are shown below. The risk management oversight by each committee is included in the committee summaries found on pages 9-12.

  37. Say-on-Pay Engagement

    | P M I 2 0 2 4 P r o x y S t a t e m e n t | 13 |

  38. Say-on-Pay Engagement

    Communications with the Board Shareholders and other interested parties who wish to communicate with the Board may do so by writing to the Lead Independent Director, Board of Directors of Philip Morris International Inc., 677 Washington Blvd., Suite 1100, Stamford, Connecticut 06901. The non-management directors have established the following procedures for the handling of communications from shareholders and other interested parties, and has directed the Vice President, Associate General Counsel and Corporate Secretary to act as their agent in processing any communications received: all communications that relate to matters within the scope of the responsibilities of the Board and any of its committees are to be forwarded to the Lead Independent Director; communications that relate to matters within the responsibility of one of the committees are also to be forwarded to the Chair of the appropriate committee; and communications that relate to ordinary business matters that are not within the scope of the Board’s responsibilities, such as customer complaints, are to be sent to the appropriate function. Solicitations, junk mail and obviously frivolous or inappropriate communications will not be forwarded, unless a non-management director wishes to review them.

  39. Say-on-Pay Engagement

    | 14 | D e l i v e r i n g a S m o k e - F r e e F u t u r e |

  40. Say-on-Pay Engagement

    Strong Governance Practices The Nominating and Corporate Governance Committee of the Board reviews our corporate governance practices on an annual basis and proposes modifications to our principles and other key governance practices as warranted for adoption by the Board. In 2023, the Board dissolved the Consumer Relationships and Regulation Committee and the Finance Committee, and reassigned responsibilities among the remaining four committees and the full Board to re-align the responsibilities of the Board and its committees with the Company’s strategies. In furtherance thereof, in June 2023, the Board renamed the Audit Committee as the Audit and Risk Committee and renamed the Product Innovation and Regulatory Affairs Committee as the Science and Technology Committee. The responsibilities of these committees are described in pages 9-12 and set forth in each respective charter, which can be found at www.pmi.com/corporate-governance/board-committees. The following summarizes our key corporate governance principles and practices, with references to the pages of this proxy statement where you will find a more detailed discussion of various items:

  41. Say-on-Pay Engagement

    | Independence of Directors | Our Board is comprised of a substantial majority of directors that meet the independence requirements under NYSE corporate governance listing standards. All directors other than our Executive Chairman and CEO are independent. All Committees, other than the Science and Technology Committee, are comprised only of independent directors. The Board annually makes an affirmative determination as to the independence of each director following a recommendation by the Nominating and Corporate Governance Committee. | | Lead Independent Director | The independent directors annually elect the Lead Independent Director based upon the recommendation from the Nominating and Corporate Governance Committee (the “Governance Committee”). (page 7) | | Board Diversity and Membership Criteria | The Governance Committee works with the Board to determine the appropriate characteristics, skills, and experiences for the Board as a whole and its individual members. The Governance Committee and the Board are committed to maintain its diverse composition with respect to gender, age, race, ethnicity, nationality, background, sexual orientation, professional experience, and perspectives. Directors may be removed with or without cause. | | Meeting Attendance | Directors are expected to attend all Board meetings, Committee meetings, and the Annual Meeting of Shareholders. | | Executive Sessions | Independent directors meet in executive session at each quarterly Board meeting without any members of management being present. The Lead Independent Director presides over these executive sessions. | | Board and Committee Evaluations | The Governance Committee is responsible for developing, recommending to the Board, and overseeing the annual self-evaluation process for the Board and its Committees. The Board periodically retains an external third-party consultant to conduct its self-evaluation process. | | Continuing Director Education | On a continuing basis, directors receive presentations on the Company’s strategic and business plans, financial performance, strategic and operational risks, legal and regulatory matters, sustainability, corporate governance and compliance programs, and other matters. Directors are encouraged to take advantage of continuing education opportunities that will enhance their ability to fulfill their responsibilities and the Company provides access to resources, including membership in the National Association of Corporate Directors, to further facilitate their continuing education. |

  42. Say-on-Pay Engagement

    | P M I 2 0 2 4 P r o x y S t a t e m e n t | 15 |

  43. Say-on-Pay Engagement

    | Director Term and Retirement | There are no term limits or a retirement age for independent directors. A management director (other than the Executive Chairman) must resign from the Board upon the earlier of ceasing to be an officer of the Company or reaching the age of 65. | | Annual Election of Directors | All directors are elected annually by the Company’s shareholders. (page 18) | | Majority Voting Standard for Directors | The Company’s by-laws provide that, in uncontested elections, directors shall be elected by a majority rather than by a plurality vote. (page 20) An incumbent director who receives less than a majority of the votes cast must offer his or her resignation. (page 20) | | Proxy Access | An eligible shareholder or group of shareholders who have owned 3% or more of PMI’s outstanding shares for at least three years may nominate director candidates to occupy up to 20% of the authorized Board seats in accordance with the procedures set forth in our by-laws and Rule 14a-19 under the Exchange Act. (page 19) | | Director Overboarding Policy | Each director is expected to ensure that other commitments do not interfere with the discharge of his or her duties as a director of PMI. The Governance Committee determines whether any additional service may impair a director’s ability to effectively continue to serve on the Board. If a director nominee sits on more than five public company boards, the Board shall determine whether such commitments would impair the ability of such nominee to continue to effectively serve on the Board. If a member of the Audit and Risk Committee serves on more than three audit committees of public companies, the Board shall determine whether such commitments would impair the ability of such member to effectively serve on the Audit and Risk Committee. If the Executive Chairman, a Committee Chair or Lead Independent Director sits on more than four public company boards, the Board shall determine whether such commitments would impair the ability of such member to effectively serve as the Company’s Executive Chairman, Committee Chair or as Lead Independent Director, as applicable. | | No Shareholder Rights Plan | The Company does not have a “poison pill” rights plan. | | Clawback Policy | The Compensation and Leadership Development Committee (the “Compensation Committee”) oversees the implementation and administration of the Company’s Policy for Recovery of Erroneously Awarded Incentive Compensation, if and as the Compensation Committee determines to be appropriate and in accordance with applicable law and NYSE listing standards. (page 55) | | Anti-Hedging and Anti-Pledging Policies | The Company has implemented rigorous policies prohibiting directors and executive officers from pledging, hedging or short selling Company stock. (page 55) | | Share Ownership Requirements | The Company’s share ownership guidelines require each of our named executive officers to own shares multiple times his/her base salary based upon his/her salary grade. The Compensation Committee annually reviews each named executive officer’s compliance with the requirements. Additionally, for equity awards that accelerate on separation, the resulting shares are subject to a 12-month holding period. (page 55) | | Director Share Retention Requirement | An independent director may not sell or otherwise dispose of 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 shares having an aggregate value of at least five times the then-current annual cash retainer. (page 34) |

  44. Say-on-Pay Engagement

    | 16 | D e l i v e r i n g a S m o k e - F r e e F u t u r e |

  45. Say-on-Pay Engagement

    | Double-Trigger Vesting Policy | The Company’s 2017 Performance Incentive Plan and 2022 Performance Incentive Plans include a double-trigger feature upon a change in control. (pages 67-68) | | Lobbying and Political Spending | The Governance Committee oversees the Company’s lobbying and trade association activities and expenditures. (page 11) | | Cybersecurity and Data Privacy Risks | The Audit and Risk Committee oversees the Company’s policies and practices with respect to the management of risks related to or arising from cybersecurity and data privacy, as well as data governance and use of artificial intelligence (pages 9 and 14) | | Sustainability Governance and Oversight | The Governance Committee oversees the Company’s policies, programs and related risks to the Company that concern certain environmental, social and governance-related topics, sustainability strategy and performance. (page 11) The Audit and Risk Committee reviews any sustainability information to be included in the Company’s financial reporting framework and the internal controls and procedures related to sustainability disclosures, including any assurance being provided by the independent auditor or other third party with respect to sustainability disclosures. (page 9) | | Annual Say on Pay Advisory Vote | Shareholders are asked to vote annually on the compensation program for our named executive officers. (page 74) | | Severance Policy for Voluntary Termination | Under its Executive Officer Severance Policy for Voluntary Termination, the Company will not make certain payments, including cash severance and non-competition payments, to an executive officer who voluntarily terminates his or her employment with the Company, subject to applicable law and any existing agreements as of December 6, 2023. (page 53) |

  46. Say-on-Pay Engagement

    | P M I 2 0 2 4 P r o x y S t a t e m e n t | 17 |

  47. Say-on-Pay Engagement

    ELECTION OF DIRECTORS Process for Nominating Directors The Nominating and Corporate Governance Committee (the “Governance Committee”) is responsible for identifying and evaluating prospective director candidates and for recommending to the Board a slate of director nominees for election or re-election at the Annual Meeting of Shareholders.

  48. Say-on-Pay Engagement

    | | SUCCESSION PLANNING The Governance Committee works with the Board of Directors to determine the appropriate characteristics, skills and experience for the Board as a whole and its individual members. The Governance Committee uses these criteria to identify potential candidates to fill vacancies in existing or new director positions. | | | IDENTIFICATION OF CANDIDATES The Governance Committee reviews qualifications of candidates for director identified by the Governance Committee or suggested by Board members, shareholders, management or others in accordance with the director qualification criteria. | | | DECISION AND NOMINATION The Governance Committee considers (i) the qualification of candidates for nomination to the Board for appointment or election or (ii) the performance of incumbent directors in determining nomination for re-election, and recommends to the Board the slate of nominees for re-election to the Board at the Annual Meeting of Shareholders. | | | ELECTION All director nominees are annually elected or re-elected at the Annual Meeting of Shareholders. Any incumbent director who is not re-elected in accordance with our bylaws must offer his or her resignation on which the Board, with the recommendation of the Governance Committee, will make a determination and publicly disclose its decision. |

  49. Say-on-Pay Engagement

    In evaluating the suitability of individuals for Board membership, the Governance Committee takes into account many factors. These include: • whether the individual meets requirements for independence; • the individual’s general understanding of the various disciplines relevant to the success of a large publicly traded company in today’s global business environment; and • the individual’s understanding of the Company’s global business and markets; the individual’s professional expertise and educational background, and other factors, including ethnicity, race, nationality, gender, sexual orientation and military service, that promote diversity of views and experience. The Governance Committee evaluates each individual in the context of the Board as a whole, with the objective of recommending a group of directors that can best shepherd the success of the business and represent long-term shareholder interests through the exercise of sound judgment, using its breadth of knowledge and experience. In determining whether it is appropriate to nominate an individual for election or re-election, the Governance Committee will take into account the nature and extent of an individual’s other commitments, including membership on other public company boards. In determining whether to recommend a director for re-election, the Governance Committee also considers the director’s attendance at meetings and participation in and contributions to the activities of the Board. The Governance Committee has not established any specific minimum qualification standards for nominees to the Board, although from time to time the Governance Committee may identify certain skills or attributes, such as financial experience, global business experience, consumer-centricity, digital transformation and scientific expertise, as being particularly desirable to help meet specific Board needs. In identifying candidates for Board membership, the Governance Committee relies on suggestions and recommendations from the Board, shareholders, management and others. The Governance Committee does not distinguish between nominees recommended by shareholders and other nominees. From time to time, the Governance Committee also retains search

  50. Say-on-Pay Engagement

    | 18 | D e l i v e r i n g a S m o k e - F r e e F u t u r e |

  51. Say-on-Pay Engagement

    firms to assist in identifying candidates for director, gathering information about their background and experience, and acting as an intermediary with such candidates. Shareholders wishing to suggest director candidates to the Governance Committee for consideration must submit a written notice to the Vice President, Associate General Counsel and Corporate Secretary, who will present it to the Governance Committee. In addition, our by-laws permit an eligible shareholder or group of shareholders who have owned 3% or more of PMI’s outstanding shares for at least three years to nominate and include in our proxy statement director candidates to occupy up to 20% of the authorized Board seats. In order to appropriately nominate a director candidate or candidates in accordance with Rule 14a-19 under the Exchange Act, the SEC’s universal proxy rule, a shareholder must comply with the procedures set forth in our by-laws and Rule 14a-19 under the Exchange Act. Our director nomination procedures are summarized in this proxy statement, under the caption “2024 Annual Meeting.” Recommendations of the Board; Director Attributes, Diversity, Refreshment and Tenure It is proposed that twelve directors be elected to hold office until the next Annual Meeting of Shareholders and until their successors have been elected. The Governance Committee has recommended to the Board, and the Board has approved, the persons named and, unless otherwise marked, a proxy will be voted for such persons. This year Jun Makihara, who has been a member of our Board since 2014, decided that he would not stand for re-election. Mr. Makihara has been a valued board member and we are grateful for the contributions he has made to the Board, our Committees, and the Company. In January 2024, Victoria Harker joined the Board, bringing her extensive experience as a public company Chief Financial Officer and board member. We appointed Ms. Harker to the Board after conducting an extensive search for a director with, among other qualities, executive financial experience. The search was led by our Governance Committee with the assistance of an outside search firm. With the exception of Ms. Harker, each of the nominees was elected by the shareholders at the 2023 Annual Meeting of Shareholders. The Board believes that the experience, qualifications, attributes and skills of each of the nominees presented qualify them to oversee the complex global, regulatory, business, and financial issues facing the Company, and that the Board as a whole provides a breadth of knowledge, international experience, intellectual rigor and willingness to face challenging issues. Our Board comprises a diverse group of individuals. Four nominees are women and four are persons of color. Eleven different nationalities are represented, underscoring the global perspective of the Board taken as a whole. With the addition of Ms. Harker to our Board this year, 33% of our nominees are women. The Board has experienced a significant amount of director refreshment since our spin-off in March 2008. Our two longest tenured Board members joined in 2011, followed by one in 2013, two in 2014, one in 2015, one in 2018, one in 2020, four in 2021, and one in 2024. Ms. Harker was appointed to the Board in January 2024 and will stand for election for the first time at the 2024 Annual Meeting of Shareholders. The average tenure of the Company’s nominees is 5.92 years. As new Board members gain experience, the Board rotates its various committee chairs. Our nominees for the 2024 Annual Meeting of Shareholders have the following characteristics:

  52. Say-on-Pay Engagement

    | P M I 2 0 2 4 P r o x y S t a t e m e n t | 19 |

  53. DIRECTOR ADDITIONS

    DIRECTOR ADDITIONS Although it is not anticipated that any of the persons named below will be unable or unwilling to stand for election, a proxy, in the event of such an occurrence, may be voted for a substitute designated by the Board. However, in lieu of designating a substitute, the Board may reduce its number of directors. Independence of Nominees After receiving the recommendation of the Governance Committee, the Board has determined that each of the following director nominees is independent of, and has no material relationship with, the Company: Bonin Bough, Michel Combes, Juan José Daboub, Werner Geissler, Victoria Harker, Lisa A. Hook, Kalpana Morparia, Robert B. Polet, Dessi Temperley, and Shlomo Yanai. The Board also determined that Lucio A. Noto and Frederik Paulsen, who did not stand for re-election at the 2023 Annual Meeting of Shareholders, were independent under NYSE listing standards during the portion of fiscal 2023 when they served on the Board and that Jun Makihara, who is not standing for re-election at the 2024 Annual Meeting of Shareholders, was independent under NYSE listing standards during fiscal 2023 when he is serving on the Board. To assist it in making these determinations, the Board has adopted categorical standards of director independence that are set forth in the Corporate Governance Guidelines. The Corporate Governance Guidelines are available on the Company’s website at www.pmi.com/corporate-governance/overview. Each of the above-named nominees qualifies as independent under these standards. Majority Vote Standard in Uncontested Elections All directors are elected annually. The Company’s by-laws provide that, where the number of nominees for director does not exceed the number of directors to be elected, directors shall be elected by a majority rather than by a plurality vote. Under applicable law, a director’s term extends until his or her successor is duly elected and qualified. Thus, an incumbent director who fails to receive a majority vote would continue to serve as a holdover director. To address that possibility, our Corporate Governance Guidelines require a director who receives less than a majority of the votes cast to offer to resign. The Governance Committee would then consider, and recommend to the Board, whether to accept or reject the offer.

  54. DIRECTOR ADDITIONS

    | 20 | D e l i v e r i n g a S m o k e - F r e e F u t u r e |

  55. Director Nominees

    Director Nominees

  56. Director Nominees

    | | PROPOSAL 1: ELECTION OF DIRECTORS The Board recommends that you vote FOR each of the twelve director nominees. | “FOR” |

  57. Director Nominees

    | Nominees | Citizenship | Independence | Audit & Risk | Compensation & Leadership Development | Nominating & Corporate Governance | Science & Technology | | BONIN BOUGH Age: 46 Director since: 2021 | USA | ● | | | | M | | ANDRÉ CALANTZOPOULOS Age: 66 Director since: 2013 | Greece/ Switzerland | | | | | M | | MICHEL COMBES Age: 61 Director since: 2020 | France | ● | C | | M | | | JUAN JOSÉ DABOUB Age: 60 Director since: 2021 | El Salvador/ USA | ● | | M | | M | | WERNER GEISSLER Age: 70 Director since: 2015 | Germany | ● | M | C | M | | | VICTORIA HARKER Age: 59 Director since: 2024 | USA | ● | M | | | | | LISA A. HOOK Age: 66 Director since: 2018 | USA | ● | M | M | M | M | | KALPANA MORPARIA Age: 74 Director since: 2011 | India | ● | | | C | M | | JACEK OLCZAK Age: 59 Director since: 2021 | Poland | | | | | M | | ROBERT B. POLET Age: 68 Director since: 2011 | Netherlands | ● | | M | | | | DESSI TEMPERLEY Age: 51 Director since: 2021 | Bulgaria/UK | ● | M | | | | | SHLOMO YANAI Age: 71 Director since: 2021 | Israel | ● | | | M | C |

  58. Director Nominees

    | C | = Committee Chair | M = Committee Member |

  59. Director Nominees

    | P M I 2 0 2 4 P r o x y S t a t e m e n t | 21 |

  60. Director Nominees

    Director Qualifications Our Board is a diverse, highly engaged group that provides strong and effective oversight of our Company. Both individually and collectively, our directors have the qualifications, skills and experience needed to inform and oversee the Company’s 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 in financial information technology, cybersecurity, digital transformation, and sustainability 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.

  61. K E Y A T T R I B U T E S O F A L L D I R E C T O R S

    K E Y A T T R I B U T E S O F A L L D I R E C T O R S

  62. K E Y A T T R I B U T E S O F A L L D I R E C T O R S

    | • High Integrity • Proven Record of Success • Leadership • Understanding of our Global Business and Markets | • Strength of Character and Judgment • Corporate Governance Experience • Talent Management/ Succession Planning | • Diversity of Perspectives • Intellectual/ Analytical Skills • Strategic Planning • Risk Assessment and Oversight |

  63. G L O B A L P E R S P E C T I V E

    G L O B A L P E R S P E C T I V E Our board is representative of the multicultural and diverse society we find ourselves in. * 4 director nominees are citizens of the United States ** André Calantzopoulos is a citizen of both Greece and Switzerland *** Dessi Temperley is a citizen of both Bulgaria and the United Kingdom **** Juan José Daboub is a citizen of both El Salvador and the United States

  64. G L O B A L P E R S P E C T I V E

    | 22 | D e l i v e r i n g a S m o k e - F r e e F u t u r e |

  65. K E Y S K I L L S O F O U R B O A R D

    K E Y S K I L L S O F O U R B O A R D 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 nominee’s skills or contributions to the Board. Further biographical information about each director standing for re-election is set forth on the following pages.

  66. K E Y S K I L L S O F O U R B O A R D

    | EXPERIENCE | | Bough | Calantzopoulos | Combes | Daboub | Geissler | Harker | Hook | Morparia | Olczak | Polet | Temperley | Yanai | | | Senior Executive | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | | Tobacco Industry | | ● | | | | | | | ● | | | | | | Global Consumer-Centric Engagement | ● | ● | ● | | ● | ● | ● | | ● | ● | ● | ● | | | Operations | | ● | ● | ● | ● | ● | ● | | ● | ● | | ● | | | Information Technology and Cybersecurity | ● | | ● | ● | ● | ● | ● | | | | ● | | | | Sustainability | | ● | | ● | ● | | ● | ● | ● | | ● | | | | Risk Assessment and Oversight | | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | | CFO or Banking | | | ● | ● | | ● | | ● | ● | | ● | ● | | | Civic Leadership | ● | | ● | ● | ● | | ● | | | | | ● | | | Global Pharmaceutical | | | | | | | | | | | | ● | | | Marketing and Retail | ● | ● | ● | | ● | | | | ● | ● | | |

  67. K E Y S K I L L S O F O U R B O A R D

    | P M I 2 0 2 4 P r o x y S t a t e m e n t | 23 |

  68. K E Y S K I L L S O F O U R B O A R D

    | Occupation: Founder and Chief Growth Officer, Diligence, LLC (also known as Bonin Ventures) Committees: Science and Technology | BONIN BOUGH | Director Since: 2021 | Age: 46 | | | CAREER HIGHLIGHTS | | | | | Diligence, LLC (also known as Bonin Ventures), an entity focused on accelerating growth of innovative start-up companies • Founder and Chief Growth Officer, since 2014. Triller, a global social media company • Chief Growth Officer, since 2020. SheaMoisture • Chief Growth Officer, from 2016 to 2017. | Mondelèz International, Inc. • Chief Media and E-Commerce Officer, from 2015 to 2016. • Vice President, Global Media and Consumer Engagement, from 2012 to 2015. The Kraft Heinz Company • Vice President, Global Media and Consumer Engagement, from 2012 to 2015. PepsiCo, Inc. • Chief Digital Officer, from 2008 to 2012. | | | | 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. Other Directorships and Associations: Mr. Bough previously sat on the board of directors of SITO Mobile Ltd., a U.S. based mobile solution provider and mobile advertising platform, from 2018 to 2020. | | |

  69. K E Y S K I L L S O F O U R B O A R D

    | Occupation: Executive Chairman, Philip Morris International Inc. Committees: Science and Technology | ANDRÉ CALANTZOPOULOS | Director Since: 2013 | Age: 66 | | | CAREER HIGHLIGHTS | | | | | Philip Morris International Inc. • Executive Chairman of the Board of Directors, since May 2021.* • CEO, from 2013 until May 5, 2021. • Chief Operating Officer from March 2008, following the spin-off from Altria Group, Inc., until becoming CEO in May 2013. | • President and CEO, from April 2002 until the spin-off in March 2008. • Various roles across Central Europe, including Managing Director of PM Poland and President of the Eastern European Region, from February 1985 to April 2002. | | | | Director Qualifications: In his role as Executive Chairman, Mr. Calantzopoulos’ all-encompassing knowledge of the Company and the tobacco industry serves the Company and the Board well. 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. * Mr. Calantzopoulos will retire as an officer of the Company immediately following the 2024 Annual Meeting of Shareholders, but will continue to serve on the Board as Non-Executive Chairman. | | |

  70. K E Y S K I L L S O F O U R B O A R D

    | 24 | D e l i v e r i n g a S m o k e - F r e e F u t u r e |

  71. K E Y S K I L L S O F O U R B O A R D

    | Occupation: Executive Vice President, Claure Group LLP Committees: Audit and Risk (Chair), and Nominating and Corporate Governance | MICHEL COMBES | Director Since: 2020 | Age: 61 | | | CAREER HIGHLIGHTS | | | | | Claure Group LLP, a multi-billion-dollar global investment firm focused on multiple high growth sectors in Latin America • Executive Vice President, since October 2022. SoftBank Group International, a privately held subsidiary of SoftBank Group Corp. and oversees several SoftBank portfolio companies • CEO, from January 2022 to June 2022. • President, from April 2020 to January 2022. Sprint Corporation • President from 2018 to 2020, Chief Financial Officer from January 2018 to May 2018, CEO from May 2018 to 2020, and a member of the Board of Directors, from 2018 to 2020. | Altice Group • CEO, from 2016 to 2017, and Chief Operating Officer, from 2015 to 2016. SFR Group • Chairman and CEO, from 2015 to 2017. Alcatel-Lucent • CEO, from 2013 to 2015. Vodafone Europe • CEO, from 2008 to 2012 TDF Group (Télédiffusion de France) • Chairman and CEO France Telecom • Executive Vice President French Government • Several roles | | | | 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 areas of cybersecurity, innovation, and consumer centricity. Furthermore, as a former CFO, the Board has also determined that Mr. Combes qualifies as an audit committee financial expert. Other Directorships and Associations: Mr. Combes currently sits on the board of directors of two other public companies: Etisalat UAE, headquartered in the United Arab Emirates, since March 2021, and F5, Inc. (formerly, F5 Networks), an American technology company, since October 2023. He previously served on the board of directors of MTS (Mobile TeleSystems) from 2013 to 2018, Sprint Corporation from 2018 to 2020, Altice N.V. and its subsidiary, Altice USA, Inc., from 2016 to 2017, F5 Networks from 2018 to 2021, and Assystem SA, from 2018 to 2023. He also served on several boards of directors of SoftBank Group Corp. portfolio companies. These companies included the public company boards of WeWork Inc., from 2020 to 2022, and SoFi Technologies, Inc., from 2021 to 2022. Mr. Combes also currently sits on the board of directors of three private companies: E-Space, since January 2023; V.tal, since November 2022; and Swile SAS, since October 2021. | | |

  72. K E Y S K I L L S O F O U R B O A R D

    | P M I 2 0 2 4 P r o x y S t a t e m e n t | 25 |

  73. K E Y S K I L L S O F O U R B O A R D

    | Occupation: Chairman, President and CEO, The Daboub Partnership of Arcis, LLC Committees: Compensation and Leadership Development and Science and Technology | JUAN JOSÉ DABOUB | Director Since: 2021 | Age: 60 | | | CAREER HIGHLIGHTS | | | | | The Daboub Partnership/Arcis, LLC, a business consulting company • Chairman, President and CEO, since 2010. Dorado Partners LLC, a private investment company • Vice Chairman, since 2014. HUGE Business and Investment Council, a nonprofit business association dedicated to drive the creation of sustainable jobs in Honduras, U.S.A., Guatemala and El Salvador • President, since 2020. Global Adaptation Institute, a foundation dedicated to the understanding of climate change • Founding CEO, from 2010 to 2013. • Director on the Advisory Board, since 2010. | World Economic Forum’s Global Agenda Council on Climate Change • Co-Chair, from 2012 to 2014. World Bank Group • Managing Director, from 2006 to 2010. Government of El Salvador • Several senior positions, including Minister of Finance and Chief-of-Staff to the President, from 1992 to 2004. | | | | Director Qualifications: Dr. Daboub’s 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 Company’s sustainability strategy, and its efforts to advocate for the development of science-based regulatory frameworks in connection with the development and commercialization of RRPs. The Board has also determined that Dr. Daboub qualifies as an audit committee financial expert. Other Directorships and Associations: Dr. Daboub currently sits on the board of directors of Grupo Financiero Ficohsa, S.A., a Central American banking and financial services company. Previously, from September 2020 to August 2021, Dr. Daboub served as a director of Tortoise Acquisition Corp. II, a special purpose acquisition company in the sustainable energy sector, and, from July 2021 to July 2023, of TortoiseEcofin Acquisition Corp. III, a special purpose acquisition company. | | |

  74. K E Y S K I L L S O F O U R B O A R D

    | 26 | D e l i v e r i n g a S m o k e - F r e e F u t u r e |

  75. K E Y S K I L L S O F O U R B O A R D

    | Occupation: Operating Partner, Advent International Committees: Compensation and Leadership Development (Chair), Audit and Risk (Financial Expert) and Nominating and Corporate Governance | WERNER GEISSLER | Director Since: 2015 | Age: 70 | | | CAREER HIGHLIGHTS | | | | | Advent International, a private equity firm • Operating Partner, since 2015. Procter & Gamble, a consumer goods corporation • Vice Chairman and Special Advisor to the Chairman and CEO, prior to his retirement in 2015. • Vice Chairman, Global Operations, from 2007 to 2014. | • Group President, Central and Eastern Europe, Middle East and Africa, from 2004 to 2007. • President, Northeast Asia, from 2001 to 2004. | | | | 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 markets and regions most important to the Company. His deep senior executive experience serves the Company and the Board well as Chair of the Compensation and Leadership Development Committee, which he chairs. Mr. Geissler has also had substantial P&L responsibility in his roles at Procter & Gamble and has an MBA in Finance and IT, which both inform his service as a member of the Audit and Risk Committee. Other Directorships and Associations: Mr. Geissler currently also sits on the board of directors of the Goodyear Tire & Rubber Company, a U.S. publicly traded company since July 2011. | | |

  76. K E Y S K I L L S O F O U R B O A R D

    | P M I 2 0 2 4 P r o x y S t a t e m e n t | 27 |

  77. K E Y S K I L L S O F O U R B O A R D

    | Occupation: Former CFO, TEGNA, Inc. Committees: Audit and Risk (Financial Expert) | VICTORIA HARKER | Director Since: 2024 | Age: 59 | | | CAREER HIGHLIGHTS | | | | | TEGNA, Inc., a global media and digital communications company • Chief Financial Officer and Executive Vice President, from 2012 to 2023 The AES Corporation, a global power company • Executive Vice President, Chief Financial Officer and President, Global Business Services, from 2006 to 2015. | MCI, a telecommunications company • Acting Chief Financial Officer, Treasurer and Senior Vice President, Corporate Finance, from 2002 to 2005. • Chief Financial Officer and Senior Vice President, Operations and Information Technology, from 1998 to 2002. | | | | Director Qualifications: Ms. Harker is an experienced former Chief Financial Officer, having served in the role with three different U.S. public companies, and she has been involved in significant corporate transformations in the consumer, industrial and utility sectors for over 25 years. Her broad finance and business experience and MBA in finance further strengthens and diversifies the capabilities of the Company, the Board and the Audit and Risk Committee. Ms. Harker also has experience outside the finance function, having led the Global Business Services organization at The AES Corporation, as well as Operations and IT. During her time at TEGNA, Inc., she has been through several periods of transformation as the company has moved from a traditional publishing business to separating out its online and broadcast businesses. This has given her a great deal of exposure to shareholders and familiarity with a broad range of SEC regulatory processes. The Board has also determined that Ms. Harker qualifies as an audit committee financial expert. Other Directorships and Associations: Ms. Harker currently sits on the board of directors of two other public companies: Huntington Ingalls Industries, since 2012, and Xylem, Inc., since 2011. At Huntington Ingalls Industries, she serves as Chair of the compensation committee and as a member of the finance committee. At Xylem, Inc., she serves as Chair of the audit committee, as a member of the nominating and governance committee and as a member of the finance committee. She previously served on the boards of directors of Stride, Inc., from 2020 to 2022, and Darden Restaurants, Inc., from 2009 to 2014. Ms. Harker also currently serves on the boards of not-for-profit organizations: as Vice Chair of the State Council of Higher Education for Virginia, since 2016; as a public member (appointed by the Governor of Virginia) of the University of Virginia Health System Board, since 2012; and as a member of the American University Advisory Counsel, since 2007. Previously, she was appointed to the University of Virginia Board of Visitors by Governor Robert McDonnell in 2012, where she chaired the Finance Committee and was a member of the Executive Committee, the Academic Affairs Committee, the Health System Board and the Presidential Search Committee. She also serves as Trustee on the Board of the Virginia Historical Society. | | |

  78. K E Y S K I L L S O F O U R B O A R D

    | 28 | D e l i v e r i n g a S m o k e - F r e e F u t u r e |

  79. K E Y S K I L L S O F O U R B O A R D

    | Occupation: Managing Partner, Two Island Partners LLC Lead Independent Director, Philip Morris International Inc. Committees: Audit and Risk (Financial Expert), Compensation and Leadership Development, Nominating and Corporate Governance, and Science and Technology | LISA A. HOOK | Director Since: 2018 | Age: 66 | | | CAREER HIGHLIGHTS | | | | | Two Island Partners LLC, a private equity and consulting firm • Managing Partner, since 2018. Neustar, Inc., a global information services company focused on cloud-based workflow solutions for marketing, risk and security analytics • Member of the Board, from 2010 to 2019. • President & CEO, from 2010 to 2018. • President & Chief Operating Officer, from 2008 to 2010. Sunrocket, Inc., a cloud-based voice communications company • President & CEO, from 2006 to 2007. | America Online Inc., a web portal and online service provider • Several executive positions, from 2001 to 2004. Brera Capital Partners, a global private equity investment firm • Partner Alpine Capital Group, LLC, an investment banking firm • Managing Director Time Warner, Inc., a media company • Executive | | | | Director Qualifications: Ms. Hook’s past experience as CEO of a U.S. publicly traded 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 world’s 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. The Board has also determined that Ms. Hook qualifies as an audit committee financial expert. Other Directorships and Associations: Ms. Hook currently sits on the board of directors of two other public companies: Fidelity National Information Services, Inc., a U.S. multinational corporation and global leader in banking and payment solutions, and Nokia Corporation, a technology leader across mobile, fixed and cloud networks, headquartered in Finland. Ms. Hook served on the boards of directors of Ritchie Bros Auctioneers Incorporated, a Canadian global asset management and disposition company listed on the NYSE, from 2021 to 2023; Ping Identity Holding Corp., a pioneer in digital identity solutions, from 2019 to 2022; Partners Group Holding AG, a global asset management company, from 2020 to 2021; Unisys Corporation, a global information technology company, from 2019 to 2021; and RELX PLC and RELX NV, providers of information solutions, as Senior Independent Director 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. 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. | | |

  80. K E Y S K I L L S O F O U R B O A R D

    | P M I 2 0 2 4 P r o x y S t a t e m e n t | 29 |

  81. K E Y S K I L L S O F O U R B O A R D

    | Occupation: Founder & Managing Partner, KalMor Advisors LLP Committees: Nominating and Corporate Governance (Chair) and Science and Technology | KALPANA MORPARIA | Director Since: 2011 | Age: 74 | | | CAREER HIGHLIGHTS | | | | | KalMor Advisors LLP, a strategy and corporate advisory firm • Founder and Managing Partner, since 2021. JPMorgan Chase & Co., a multinational investment bank and financial services holding company • Chairman of South and Southeast Asia, from March 2019 until her retirement in February 2021. • CEO of South and Southeast Asia from April 2016 until March 2019. • CEO of J.P. Morgan India, from 2008 to 2016. | ICICI Bank, India’s second-largest bank • Vice Chair of ICICI’s insurance and asset management business, from 2007 to 2008. • Joint Managing Director, from 2001 to 2007. | | | | 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 legal background and deep experience in highly regulated industries help her serve the Company and the Board well as Chair of the Nominating and Corporate Governance Committee. Other Directorships and Associations: Ms. Morparia currently sits on the board of directors of three other public companies: HSBC Holdings plc, a British multinational universal bank and financial services holding company, Dr. Reddy’s Laboratories Ltd., an Indian multinational pharmaceutical company, and Hindustan Unilever Limited, an Indian consumer goods company. She previously served on the board of directors of Delhivery Limited from October 2021 to February 2023. Ms. Morparia also serves on the Governing Board of Bharti Foundation, the Foundation for Audit Quality and the Generation India Foundation, each of which is a not-for-profit company. In 2023, Ms. Morporia was appointed as a member of the Governing Council of Krea University, India, and as a member of the Mentor Council of the Institute for Sustainability, Employment and Growth, a non-profit company (Section 8) that will aim to drive large scale impact across employment / livelihood generation and sustainability as well as inclusive growth in India. | | |

  82. K E Y S K I L L S O F O U R B O A R D

    | 30 | D e l i v e r i n g a S m o k e - F r e e F u t u r e |

  83. K E Y S K I L L S O F O U R B O A R D

    | Occupation: Chief Executive Officer, Philip Morris International, Inc. Committees: Science and Technology | JACEK OLCZAK | Director Since: 2021 | Age: 59 | | | CAREER HIGHLIGHTS | | | | | Philip Morris International Inc. • CEO, since May 2021. • Chief Operating Officer, from January 2018 until May 2021. • Chief Financial Officer, from August 2012 until December 2017. | • Various roles in finance and general management positions across Europe, including Managing Director of PMI’s markets in Poland and Germany, and as President of the European Union Region, from 1993 until January 2018. Prior to joining PMI, Mr. Olczak worked for BDO Binder. | | | | Director Qualifications: Mr. Olczak’s intellect and all-encompassing knowledge of the Company serves him well as its CEO and as a member of the Board. As COO, he played an instrumental role in the Company’s transformation and the superior performance of our regions and markets, particularly, in his commitment to consumer centricity, digitalized consumer engagement, and manufacturing optimization, while remaining focused on the growth of our combustible capacities brand portfolio and the seamless deployment of RRPs in over 70 markets worldwide. | | |

  84. K E Y S K I L L S O F O U R B O A R D

    | Occupation: Chairman, Arica Holding B.V.; Chairman, SFMS B.V. Committees: Compensation and Leadership Development | ROBERT B. POLET | Director Since: 2011 | Age: 68 | | | CAREER HIGHLIGHTS | | | | | SFMS B.V., a retail consumer staples company • Chairman, since 2018 Arica Holding B.V., parent holding company of SFMS B.V. • Chairman, since 2018. Rituals Cosmetics Enterprise B.V., a retail cosmetics company • Former Chairman, from 2017 to 2023. | Gucci Group, a luxury fashion house • President, CEO and Chairman of the Management Board, from 2004 until 2011. Unilever Group, a multinational consumer goods company • 26 years in a variety of executive roles, including President of Unilever’s Worldwide Ice Cream and Frozen Foods division, Chairman of Unilever Malaysia, Chairman of Van den Bergh and Executive Vice President of Unilever’s European Home and Personal Care division. | | | | Director Qualifications: As CEO of Gucci Group, Mr. Polet was responsible for managing global luxury brands such 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 an extensive knowledge of global markets. Other Directorships and Associations: Mr. Polet currently sits on the board of directors of Safilo Group S.p.A., an Italian publicly held eyewear company, where he also served as Chairman from 2011 to 2017. Mr. Polet previously served as a non-executive director of RELX PLC and RELX NV, providers of information solutions, and each a publicly held entity, from 2007 to 2016. He also previously sat on the board of directors of William Grant & Sons Ltd., an independent, family-owned, Scottish premium spirits company, from 2011 to 2022, most recently as senior independent director. | | |

  85. K E Y S K I L L S O F O U R B O A R D

    | P M I 2 0 2 4 P r o x y S t a t e m e n t | 31 |

  86. K E Y S K I L L S O F O U R B O A R D

    | Occupation: Former Group CFO and Executive Board Member, Beiersdorf AG Committees: Audit and Risk (Financial Expert) | DESSI TEMPERLEY | Director Since: 2021 | Age: 51 | | | CAREER HIGHLIGHTS | | | | | Beiersdorf AG, a manufacturer and retailer of personal-care products and pressure- sensitive adhesives • Group Chief Financial Officer and Executive Board Member, from 2018 until her retirement in April 2021. Nestle S.A., a food & beverage company • Head of Investor Relations, CFO of Nestle Purina Petcare EMENA, Head of Global Planning and Performance Analysis, CFO of Nestle Southeast Europe Zone, Controller for CEE, and Supply Chain Controller NPPE, from April 2004 to June 2018. | | | | | Director Qualifications: Ms. Temperley is a recently retired chief financial officer of a global public company with over 25 years of experience across a variety of sectors with several blue-chip multinationals. She has a proven track record of delivering strategic change with strong operational leadership resulting in superior financial results. The Board has also determined that Ms. Temperley qualifies as an audit committee financial expert. Other Directorships and Associations: In May 2020, Ms. Temperley joined the board of directors of Coca-Cola Europacific Partners, a publicly held bottling company, for which she also serves on the Audit Committee. In May 2021, following retirement from her executive career, Ms. Temperley also joined the board of directors of Corbion, a food and biochemical public company headquartered in the Netherlands, for which she also serves on the Audit Committee, the Sustainability Committee, and the Renumeration Committee. In September 2021, Ms. Temperley joined the board of directors of Cimpress, a publicly held company domiciled in Ireland that invests in and operates a wide variety of businesses that use mass customization to configure and produce small quantities of individually customized goods, for which she also serves on the Audit Committee. | | |

  87. K E Y S K I L L S O F O U R B O A R D

    | 32 | D e l i v e r i n g a S m o k e - F r e e F u t u r e |

  88. K E Y S K I L L S O F O U R B O A R D

    | Occupation: Chairman of the Board, Lumenis Ltd. Committees: Science and Technology (Chair) and Nominating and Corporate Governance | SHLOMO YANAI | Director Since: 2021 | Age: 71 | | | CAREER HIGHLIGHTS | | | | | Lumenis Ltd., a medical devices company • Chairman of the Board, since 2020. Moelis & Company, an investment bank • Senior Advisor, since 2016. Cambrex Corp., a global pharmaceutical contract development and manufacturing company • Chairman, from 2013 to 2019. | Teva Pharmaceuticals Industries Ltd.,,a pharmaceutical company • President and CEO, from 2007 to 2012. Adama Industries, a global crop protection company • CEO, from 2002 to 2006. Israeli Defense Forces • Variety of leadership roles over 32 years, retiring as a Major General. • Received Israel’s Medal of Valor in 1973. | | | | Director Qualifications: Mr. Yanai’s extensive experience in the pharmaceuticals industry brings a unique perspective to the Company’s 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. Other Directorships and Associations: Mr. Yanai currently also sits on the board of directors of Amneal Pharmaceuticals, Inc., a publicly held generics and specialty U.S. pharmaceutical company, for which he serves as a member of the compensation committee. Until October 2021, Mr. Yanai served on the board of directors of W.R. Grace and Company, a publicly held specialty chemicals U.S. company. He has served as Chairman of the board of directors of several private companies: Makhteshim Chemical Works Ltd., Agan Chemical Manufacturers Ltd, Milenia Agro Chemicals and Aroma Fine Chemicals Ltd. Mr. Yanai has also served as either Chairman or a member of the board of directors of the following publicly traded pharmaceutical companies: Protalix Biotherapeutics, Inc., PDL BioPharm, Inc., Perrigo plc, and Sagent Pharmaceuticals, Inc. Mr. Yanai was also a member of the board of directors of Elisra Group, a privately owned electronic device company, from 2002 to 2005, and Bank Leumi, Israel’s second largest publicly traded bank, from 2004 to 2007. | | |

  89. K E Y S K I L L S O F O U R B O A R D

    | P M I 2 0 2 4 P r o x y S t a t e m e n t | 33 |

  90. K E Y S K I L L S O F O U R B O A R D

    COMPENSATION OF DIRECTORS Compensation Philosophy Directors who are full-time employees of the Company receive no additional compensation for services as a director. The Company’s 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.

  91. E X E C U T I V E C H A I R M A N

    | Name | Fees Earned or Paid in Cash(a) ($) | Stock Awards(b) ($) | All Other Compensation(c) ($) | Total ($) | | Bonin Bough | 125,000 | 175,003 | 228 | 300,231 | | André Calantzopoulos(d) | — | — | — | — | | Michel Combes | 148,077 | 175,003 | 228 | 323,308 | | Juan José Daboub | 125,000 | 175,003 | 228 | 300,231 | | Werner Geissler | 160,000 | 175,003 | 228 | 335,231 | | Lisa A. Hook | 169,890 | 175,003 | 228 | 345,121 | | Jun Makihara | 136,923 | 175,003 | 228 | 312,154 | | Kalpana Morparia | 160,000 | 175,003 | 228 | 335,231 | | Lucio A. Noto(e) | 48,750 | 175,003 | 228 | 223,981 | | Frederik Paulsen(f) | — | — | — | — | | Robert B. Polet | 125,000 | 175,003 | 228 | 300,231 | | Dessi Temperley | 125,000 | 175,003 | 228 | 300,231 | | Shlomo Yanai | 148,077 | 175,003 | 228 | 323,308 |

  92. 2023 Executive Compensation Determinations

    (1) Amounts converted to U.S. dollars using conversion rate on the date of Committee’s decision in 2023. For Mr. Azinovic, due to his separation the base salary amount was not reviewed and reflects the salary at the time of his separation. Year-to-year variations in the salaries and other amounts reported for our NEOs result in part from the year-to-year variations in exchange rates between U.S. dollar and CHF. At its February 2023 meeting, the Committee reviewed the base salaries for our NEOs other than Mr. Azinovic and determined that, with the exception of Messrs. Olczak, Volpetti and Ms. Kennedy, the base salaries of our NEOs remained appropriate. Regarding Mr. Olczak, the Committee assessed the competitiveness of his compensation based on the reference market data and relative positioning of Mr. Olczak’s compensation versus other CEOs in our Peer Group. As a result of this review, the Committee determined to increase his base salary by 7.1% to CHF 1,500,000 (or $1,619,433) effective April 1, 2023. For Mr. Volpetti, the Committee determined to increase his base salary by 5.6% to CHF 950,001 (or $1,025,642) effective April 1, 2023 to take into account the fact that his salary has not been reviewed since he joined PMI in 2019. Ms. Kennedy’s base salary was increased effective January 1, 2023 by 4.2% to CHF 750,000 (or $809,717) as a result of her promotion to salary grade 24 and appointment as President, Americas Region & CEO PMI’s US Business. In connection with his promotion to salary grade 26, Mr. de Wilde’s base salary was increased to CHF 1,000,008 (or $1,062,313) effective January 31, 2023, as determined by the Committee at its December 2022 meeting. The promotion is in connection with his appointment as President, South and South-East Asia, Commonwealth of Independent States, Middle East & Africa Region as of the same date. For 2024, the Committee has determined to increase Mr. Babeau’s base salary by 5.0% to CHF 1,260,012 (or $1,442,900) effective February 1, 2024 to take into account the fact that his salary has not been reviewed since he joined PMI in 2020. Ms. Kennedy’s base salary will be increased by 8.0% to CHF 810,000 (or $928,101) effective April 1, 2024, as determined by the Committee at its February 2024 meeting. The Committee’s determination was based on an assessment of the relative positioning of her compensation versus peers. The Committee determined that the base salaries of our other NEOs continued to be appropriate and made no further changes for 2024. 2023 Annual Incentive Compensation Awards: In March 2023, the Committee established performance targets for the 2023 annual incentive compensation awards that were paid in February 2024. Award targets and actual payouts as a percentage of base salary for our NEOs were as follows:

  93. 2023 Executive Compensation Determinations

    | | 2023 Cash Incentive Target as % of Base Salary(1) | 2023 Actual Cash Incentive Payout as % of Base Salary | | Jacek Olczak | 200% | 253% | | Emmanuel Babeau | 125% | 151% | | Frederic de Wilde | 125% | 165% | | Stacey Kennedy | 100% | 132% | | Stefano Volpetti | 100% | 132% |

  94. 2023 Executive Compensation Determinations

    In determining the individual component of Mr. Olczak’s 2023 IC award, the Committee assessed his performance against the CEO objectives defined at the beginning of the year and took into account additional achievements, namely progress with regard to: (i) the integration of Swedish Match, including the performance of the Swedish Match portfolio of products during first year post-acquisition; (ii) PMI’s human capital development strategies; (iii) the analysis of and strategies concerning the Company’s regulatory landscape; (iv) the Company’s performance on sustainability priorities; and (iv) the maintenance of a robust pipeline of new products that align with Company’s smoke-free vision. Following a similar process, for other NEOs, the CEO recommended, and the Committee approved the above target individual performance ratings based on an assessment of their respective achievements against individual objectives, as well as additional achievements in 2023. In particular, the Committee based their decisions on the following factors: • Under Mr. Babeau’s leadership, the Company exceeded its 2023 financial performance targets, through initiatives that included various cost, productivity and working capital management efforts; the implementation of various initiatives to mitigate inflationary pressures; and the implementation of strategies in response to the challenging foreign exchange environment. • Mr. de Wilde, in addition to leading his region to significantly exceed its performance targets, played a key role in the successful implementation of our new regional structure (including the seamless establishment of a new regional headquarters in the UAE) and successfully pursued our regulatory agenda. • Ms. Kennedy led the America’s region to exceed its targeted performance, was instrumental in successfully leading the integration of Swedish Match’s U.S. business while maintaining its growth momentum, and prepared the organization for the planned 2024 IQOS launch in the U.S. • Mr. Volpetti exceeded his targets for most short- and long-term performance measures, including by successfully continuing our IQOS ILUMA international rollout momentum, continuing the progressive development of our innovation pipeline, reshaping our e-vapor category strategy, and enhancing IQOS brand equity. The 2024 award targets for our NEOs are unchanged versus 2023 levels. 2023 Equity Awards: The table below presents the long-term equity awards granted to our NEOs in February 2023:

  95. 2023 Executive Compensation Determinations

    | | 2023-25 PSUs Target as % of Base Salary (55%-60% of total Equity Award)(1) | 2023 RSUs Target as % of Base Salary (40%-45% of total Equity Award)(2) | 2023-25 PSUs Actual Award as % of Base Salary (55%-60% of total Equity Award) | 2023 RSUs Actual Award as % of Base Salary (40%-45% of total Equity Award) | | Jacek Olczak CEO | 360% | 240% | 486% | 324% | | Emmanuel Babeau | 165% | 110% | 206% | 138% | | Frederic de Wilde | 105% | 70% | 131% | 88% | | Stacey Kennedy | 77% | 63% | 81% | 66% | | Stefano Volpetti | 105% | 70% | 131% | 88% | | Drago Azinovic | 105% | 70% | 131% | 88% |

  96. 2023 Executive Compensation Determinations

    (1) 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. (2) Possible award grant range is between 0% and 150% of target. In February 2023, the Committee granted PSUs for the 2023-2025 performance cycle and RSUs with a three-year cliff vesting schedule. The grants of these awards were determined in reference to the target PSU and RSU percentages applicable to the salary grade held by each NEO, as set forth in the table above. Each NEO, with the exception of Ms. Kennedy, received 60% of their total equity award in the form of PSUs and 40% in the form of RSUs. Ms. Kennedy received 55% of her total equity award in the form of PSUs and 45% in the form of RSUs as the award was determined based on her salary grade before promotion. Consistent with our practice applicable to all eligible employees, considering the timing of Mr. Azinovic’s departure, he remained eligible for the 2023 equity award. The Committee based the actual award granted after an evaluation of the individual performance of our NEOs for the most recently completed fiscal year. The Committee approved actual equity awards for each NEO, as set forth in the table above, as the Committee determined they each exceeded their individual performance ratings for the most recently completed fiscal year and recognized their individual contributions to progress in pursuing the Company’s strategic priorities with regards to the acquisition of Swedish Match, financial performance, capability building, product pipeline development and commercialization, sustainability programs and the challenging regulatory environment. In February 2024, the Committee granted PSUs for the 2024-2026 performance cycle and RSUs with a three-year cliff vesting schedule. The grants of these awards were based on the 2023 individual performance of our NEOs. There were no changes in the award targets versus 2023, with the exception of Mr. de Wilde and Ms. Kennedy, for whom the awards were based on targets corresponding to their salary grades after their respective promotions.

  97. LONG-TERM EQUITY AWARDS

    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 and the individual’s performance rating for this award. The Committee grants the individual between 55% and 60% of the award opportunity in the form of performance-based PSUs, and between 40% and 45% in the form of time-based RSUs.

  98. LONG-TERM EQUITY AWARDS

    | P M I 2 0 2 4 P r o x y S t a t e m e n t | 49 |

  99. LONG-TERM EQUITY AWARDS

    Use of PSUs and RSUs Versus Stock Options: We grant equity awards in the form of RSUs and PSUs, rather than stock options, because these forms of awards: • establish a relationship between our cost and the value ultimately delivered to our executives that is more direct and more visible than is the case with stock options; and • require the use of substantially fewer shares than stock options to deliver equivalent value, resulting in an annual Company run rate in 2023 of 0.17% (the sum of all equity awards to non-employee Directors and RSUs granted to employees during the period, plus the number of all PSUs vested during the period, divided by the weighted average number of shares outstanding during the period), and a total 2023 year-end overhang of 0.39% (number of unvested RSUs plus unvested PSUs at target as a percentage of all shares outstanding at year-end). Our run rate and overhang each compares favorably to those of our Peer Group. 2021 — 2023 PSU Performance Metrics Achievement: In February 2021, the Committee established three metrics for determining the aggregate number of PSUs that would vest at the end of the 2021-2023 performance cycle: relative Total Shareholder Return (“TSR”), subject to a cap if absolute TSR is less than zero – 40%, currency neutral compound annual growth rate of adjusted diluted EPS – 30%, and performance against its transformation metric, defined as net revenues from PMI’s RRPs and any other non-combustible products as a percentage of PMI’s total net revenues in the last year of the performance cycle – 30%. The Committee also preserved its discretion to use the following modifiers in its certification of the PSU transformation 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 PMI’s RRPs (converted and predominant usage); and • Sustainability 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 Committee determined that the quality of the net revenue achievement modifier could have a positive or negative 15-percentage-point impact, and the sustainability criteria achievement modifier could have a positive or negative 30-percentage-point impact, on the transformation metric. 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. TSR Performance Metric (40% Weighting). The TSR performance metric was calculated based on the Company’s three-year rolling TSR versus the Company’s Peer Group (see page 54) using 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. In addition to evaluating our relative TSR, if the Company’s absolute TSR for a performance cycle is less than zero, the Committee will cap the TSR performance metric at target, retaining discretion to further reduce the TSR performance metric in those circumstances. 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.

  100. LONG-TERM EQUITY AWARDS

    | 50 | D e l i v e r i n g a S m o k e - F r e e F u t u r e |

  101. LONG-TERM EQUITY AWARDS

    The TSR performance factor for the 2021-2023 performance cycle was calculated relative to the Peer Group in accordance with the following schedule:

  102. PMI TSR as a Percentile of Peer Group

    PMI TSR as a Percentile of Peer Group

  103. PMI TSR as a Percentile of Peer Group

    | | Result | Performance Factor | Actual | Rating | | Below Threshold | Below 25th percentile | 0% | 80th percentile | 200% | | Threshold | 25th percentile | 50% | | | | Target | 50th percentile | 100% | | | | Maximum | 80th percentile and above | 200% | | |

  104. PMI TSR as a Percentile of Peer Group

    Adjusted Diluted EPS Currency Neutral Growth Performance Metric (30% Weighting). The adjusted diluted EPS currency neutral growth performance metric for the 2021-2023 performance cycle was the currency neutral compound annual growth rate of adjusted diluted EPS as shown below:

  105. Three-Year Adjusted Diluted EPS CAGR, excluding Currency*

    | | Result | Performance Factor | Actual | Rating | | Below Threshold | <5.0% | 0% | 12.1% | 200% | | Threshold | 5.0% | 50% | | | | Target | 8.0% | 100% | | | | Maximum | ≥10.5% | 200% | | |

  106. RRP and Other Non-Combustible Products* Net Revenue Percentage

    | | Result | Performance Factor | Actual | Rating | | Below Threshold | <31.0% | 0% | 36.5% | 97% | | Threshold | 31.0% | 50% | | | | Target | 37.0% | 100% | | | | Maximum | ≥42.0% | 200% | | |

  107. RRP and Other Non-Combustible Products* Net Revenue Percentage

    * Smoke-Free Products (“SFPs”) is the term we primarily use to refer to all of our products that are non-combustible tobacco products, including RRPs. In addition, SFPs include wellness and healthcare products as well as consumer accessories such as lighters and matches. Please refer to Exhibit B Reconciliations and Exhibit C Glossary of Terms for additional information. The Committee decided not to apply the discretionary modifiers for quality of net revenue achievement and sustainability criteria achievement and they had no impact on the determination of the transformation performance metric for the 2021-2023 PSUs. Performance Rating for 2021-2023 PSU Cycle. The overall performance rating for the 2021-2023 PSU award cycle was 169%. Taking into account the well above maximum achievement on the Adjusted Diluted EPS Currency Neutral Growth performance metric, the Committee rounded the result to 170%. 2023-2025 PSU Performance Metrics: For the PSUs granted in February 2023, which will vest in 2026, the Committee maintained the performance metrics approved for the PSUs granted in February 2022. The Committee set performance metrics at what it believes are appropriately ambitious levels that also reflect the Board-approved three-year plan. The targets for the TSR performance metric were unchanged from the 2022-2024 PSU performance cycle. For the currency neutral compound annual growth rate of adjusted diluted EPS, the performance factors were set at 0% for growth below 4.5%, 50% for growth at the threshold level of 4.5%, 100% for growth at the target level of 8%, and 200% for growth at or above 10.5%. The Committee also continued the use of the Company’s Sustainability Index as performance metric, consisting of two components: Product Sustainability: aggregates key performance indicators pertaining to social and environmental impacts generated by the Company’s products; measuring progress on the Company’s efforts to maximize the benefits of smoke-free products, purposefully phase out cigarettes, and reduce post-consumer waste; and

  108. RRP and Other Non-Combustible Products* Net Revenue Percentage

    Operational Sustainability: aggregates key performance indicators pertaining to social and environmental impacts generated by the Company’s business activities; it measures progress on the Company’s efforts to tackle climate change, preserve nature, improve the quality of life of people in its supply chain, and foster an empowered, and inclusive workplace. The Company’s 2023 Integrated Report includes more granular information about the Company’s Sustainability Index and its product and operational sustainability components. The Committee weighted the 2023-2025 performance metrics as follows: TSR, 40%; currency neutral compound annual growth of adjusted diluted EPS, 30%; and the Sustainability Index, 30%. In line with the Company’s sustainability materiality assessment and their relative priority level in the context of the Company’s corporate strategy, Product Sustainability is weighted at 20% and Operational Sustainability is weighted at 10%, together amounting to 30% of the total PSU award. The Committee measures performance on these metrics consistent with the way the Company communicates its results, which may include adjustments. For the 2023 PSU grant, the Committee removed the TSR performance modifier tied to PMI’s relative share performance against certain other tobacco companies because the Committee determined that it no longer represents a useful performance measure in light of the maturity of PMI’s business transformation relative to certain other tobacco competitors. PSU Vesting Mechanics. At the end of the three-year performance cycle, the Company’s 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 executive’s 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 the impact of unusual or infrequently occurring events, including, to the extent significant, corporate transactions, accounting or tax law changes, asset write-downs, litigation or claim adjustments, foreign exchange gains and losses, unbudgeted capital expenditures and other such events. The Committee also retains discretion to adjust the payout of PSU awards as it determines is appropriate. The 2023 equity awards granted for each NEO reflect their individual performance for 2022. 2024-2026 PSU Performance Metrics: For the PSUs granted in February 2024, which will vest in 2027, the Committee maintained the performance metrics, targets, and relative weights that were approved for the PSUs granted in February 2023, with the exception of adjustments made to certain components of the Sustainability Index intended to address the Company’s developing sustainability strategy and reporting.

  109. ADDITIONAL ELEMENTS OF COMPENSATION

    ADDITIONAL ELEMENTS OF COMPENSATION We provide our executive officers the benefits available to Company employees generally. We also provide the limited perquisites described below. These benefits and perquisites are intended to be part of a competitive compensation package. Pension Benefits: All Swiss payroll-based employees participate in pension plans. Our NEOs participate in the Pension Fund of Philip Morris in Switzerland, the IC Pension Plan of Philip Morris in Switzerland, and the Supplemental Plan of Philip Morris in Switzerland. Descriptions of these plans can be found in the narrative discussion following the Pension Benefits table on pages 65-67. Employment and Severance Agreements: We have employment agreements with our NEOs. With the exception of Mr. Babeau, and the agreement with Mr. Azinovic discussed below, these agreements do not contain severance or change-in-control provisions. The Committee determined the terms of the agreement with Mr. Babeau were appropriate as part of a competitive compensation package in connection with his recruitment to the Company. We have also entered into a Separation Agreement and Release with Mr. Azinovic in connection with the termination of his employment effective March 31, 2023. Mr. Azinovic’s separation was a severance-qualifying event due to Philip Morris Products S.A. giving him notice of termination of employment in connection with the Company’s new regional structure and related senior management changes. Descriptions of these agreements can be found in the Employment Contracts, Termination of Employment and Change in Control Arrangements section on pages 67-69. On December 6, 2023, PMI adopted the Company’s Executive Officer Severance Policy for Voluntary Termination (Resignation, Voluntary Early Retirement, Voluntary Normal Retirement). The policy provides that the Company will not make certain payments, including cash severance and non-competition payments, to an executive officer who voluntarily terminates his or her employment with the Company. The policy applies to all voluntary terminations of employment by an executive officer, subject to applicable law and any existing agreements as of the date of adoption. International Relocation Benefits: We provide relocation benefits for new employees relocating from other countries and for existing employees relocating between countries. Mr. Babeau received benefits under PMI’s New Hire from Abroad Guidelines, which cover temporary housing benefits, relocation support, tax and social security equalization on relocation benefits and other program allowances. Mr. de Wilde and Ms. Kennedy are receiving the benefits under Global Long Term Assignment Guidelines, which cover relocation support, housing benefits, education expenses, tax and social security equalization on these benefits and other program allowances. Transportation Benefits: We provide each of our NEOs with the use of a Company owned or leased vehicle. Mr. Olczak is also eligible for personal driver services, which are provided for reasons of security, personal safety, and operational efficiency. Tax Preparation: Tax preparation services are provided to each of our NEOs pursuant to PMI policies that apply to all Swiss payroll-based management employees. Indemnification Agreements: The Company has entered into an indemnification agreement with each of our directors and executive officers. The indemnification agreements and our articles of incorporation and bylaws require us to indemnify our directors and executive officers to the fullest extent permitted by Virginia law.

  110. ADDITIONAL ELEMENTS OF COMPENSATION

    Additional Compensation Policies and Processes Peer Group: The Committee uses a single customized peer group both to benchmark its compensation programs and to compare the Company’s TSR when calculating the Company’s PSU performance factor. The Committee reviews the Company’s peer group annually and updates as needed to better align our business with relevant comparator companies. After conducting its annual review, the Committee decided to retain the same peer group for 2023 as for 2022. The following 19 companies, selected 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:

  111. ADDITIONAL ELEMENTS OF COMPENSATION

    Factors Mitigating Against Possible Adverse Consequences of Our Compensation Program: Our Committee, with assistance from its independent compensation consultant, as needed, and with input from management, annually reviews our compensation programs, policies and practices to determine whether they encourage risk-taking that would have a material adverse effect on the Company. As part of this review, the Company evaluated the primary components of its compensation plans to identify whether those components properly balanced compensation opportunities and risk. Our Committee considered various factors, including the factors described below. Several elements of our compensation program protect against the possibility that compensation incentives might cause employees to take risks that could materially adversely affect the Company. First, our annual incentive compensation and equity awards apply to management employees worldwide, and the award pools for each of those programs are based on company-wide performance measures that cannot be unduly influenced by a particular business unit or group. Second, all employees are rated on the same scale within general guidelines set by the Committee. These ratings are based on individual performance criteria so that no particular group of employees will all receive the same rating. Third, both the Company-wide and the individual performance measures are subject to maximum levels that limit the amount of awards. Furthermore, with respect to the long-term equity component of our compensation program, RSUs generally vest only after three years from the date of grant, and PSUs generally vest to the extent pre-established targets are achieved over a three-year performance cycle. In addition, our executives are subject to share ownership requirements and comprehensive anti-hedging, anti-pledging and clawback policies described in the following four sections. Based on this review, both for our executive officers and all other employees, the Company and our Committee concluded that the risks arising from the Company’s compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.

  112. ADDITIONAL ELEMENTS OF COMPENSATION

    Unvested PSUs, which comprise between 55% and 60% of our NEOs’ equity award, do not count towards the share ownership requirement. Executives are required to meet their ownership levels within five years of joining PMI or within three years of a promotion. The Committee reviews each executive officer’s compliance with the requirements on an annual basis. As of December 31, 2023, all of our NEOs complied with the share ownership requirements. Post-Termination Share Holding Period: In addition to these longstanding and rigorous share ownership requirements, the Committee has determined that if any equity award held by an executive officer under the 2017 and 2022 Performance Incentive Plans vests on an accelerated basis upon such officer’s termination of employment for any reason other than death or disability, the shares acquired must be held for at least one year following such termination. Anti-Hedging and Anti-Pledging Policies: The Company’s anti-hedging policy prohibits directors, executive officers and other designated employees from purchasing any financial instrument or otherwise engaging in any transaction that is designed to hedge or offset any decrease in the market value of the Company’s shares held by them directly or indirectly, including prepaid variable forward contracts, equity swaps, collars and exchange funds, and other transactions with comparable economic consequences. The foregoing does not prohibit trading in broad-based index funds. Directors, executive officers and designated employees are also prohibited from engaging in short sales related to the Company’s shares. The Company’s anti-pledging policy prohibits directors and executive officers from pledging the Company’s shares, including holding shares in a margin account. Clawback Policy Regarding the Adjustment or Recovery of Compensation: Under our Board-approved policy and as set forth in each NEO’s equity award agreement, if the Board or an appropriate committee of the Board determines that, as a result of fraud, misconduct, a restatement of our financial statements, or a significant write-off not in the ordinary course affecting our financial statements, an executive has received more compensation than would have otherwise been paid, the Board or the assigned committee shall take action as it deems necessary or appropriate to address the events that gave rise to the fraud, misconduct, write-off or restatement, and to prevent its recurrence. Such action may include, to the extent permitted by applicable law, requiring partial or full reimbursement of any incentive compensation paid to the executive, causing the partial or full cancellation of equity awards, adjusting the future compensation of such executive, and dismissing or taking legal action against the executive, in each case as the Board or such committee determines to be in the best interests of the Company. On October 26, 2022, the SEC adopted long-awaited final rules implementing the incentive-based compensation recovery provisions of the Dodd-Frank Act. The final rules direct the stock exchanges to establish listing standards requiring listed companies to develop and implement a policy providing for the recovery of erroneously awarded incentive-based compensation received by current or former executive officers and to satisfy related disclosure obligations. On September 13, 2023, the Board approved and adopted the Company’s Policy for Recovery of Erroneously Awarded Incentive Compensation (the “Clawback Policy”) to reflect these new SEC requirements. The role of the Committee is to oversee the implementation and administration of the Clawback Policy allowing the Company to recoup compensation paid to the Company’s executive officers, if and as the Committee determines to be appropriate and in accordance with applicable law and NYSE listing standards. Role of the Committee in Executive Compensation: The role of the Committee is to discharge the Board’s responsibilities relating to executive compensation matters. In this regard, the Committee is responsible for the development and administration of our executive compensation and benefits program, in furtherance of which the Committee has the authority and responsibility: • to review and approve the Company’s overall compensation philosophy and design; to review, approve and recommend to the Board for approval corporate goals and objectives relevant to the compensation of the CEO, to evaluate the performance of the CEO in light of these goals and objectives (including

  113. ADDITIONAL ELEMENTS OF COMPENSATION

    | Name and Principal Position | Year | Salary (1) ($) | Stock Awards (2) ($) | Non-Equity Incentive Plan Compensation (3) ($) | Change in Pension Value (4) ($) | All Other Compensation (5) ($) | Total Compensation ($) | | Jacek Olczak, Chief Executive Officer | 2023 | 1,649,458 | 13,225,739 | 4,530,802 | 6,055,916 | 18,599 | 25,480,514 | | | 2022 | 1,461,248 | 9,751,292 | 4,556,303 | — | 6,265 | 15,775,108 | | | 2021 | 1,427,758 | 4,713,468 | 3,617,484 | 781,194 | 17,664 | 10,557,568 | | Emmanuel Babeau, Chief Financial Officer | 2023 | 1,335,944 | 4,810,773 | 2,166,914 | 1,868,986 | 28,934 | 10,211,551 | | | 2022 | 1,256,882 | 4,575,952 | 2,245,614 | 403,940 | 37,078 | 8,519,466 | | | 2021 | 1,312,514 | 4,320,696 | 2,169,871 | 1,141,868 | 49,413 | 8,994,362 | | Frederic de Wilde, President, South and South-East Asia, Commonwealth of Independent States, Middle East & Africa Region | 2023 | 1,103,535 | 2,156,654 | 1,969,931 | 5,290,091 | 253,550 | 10,773,761 | | | 2022 | 890,375 | 2,051,202 | 1,375,027 | — | 16,727 | 4,333,331 | | | 2021 | 927,586 | 2,418,278 | 1,277,918 | — | 16,787 | 4,640,569 | | Stacey Kennedy, President, Americas Region & CEO of PMI’s US Business | 2023 | 836,747 | 1,227,935 | 1,181,950 | 1,752,402 | 2,407,624 | 7,406,658 | | Stefano Volpetti, President, Smoke-Free Inhalable Products & Chief Consumer Officer | 2023 | 1,045,066 | 2,297,968 | 1,497,137 | 4,343,543 | 28,356 | 9,212,070 | | | 2022 | 942,912 | 2,279,999 | 1,347,369 | — | 24,483 | 4,594,763 | | | 2021 | 984,604 | 2,249,550 | 1,301,922 | — | 31,877 | 4,567,953 | | Drago Azinovic, Former President, Middle East & Africa Region and PMI Duty Free | 2023 | 237,776 | 2,156,654 | — | — | 3,105,417 | 5,499,847 | | | 2022 | 886,984 | 1,961,939 | 1,375,027 | — | 33,215 | 4,257,165 | | | 2021 | 926,193 | 2,104,727 | 1,222,356 | — | 31,555 | 4,284,831 |

  114. Pension Fund of Philip Morris in Switzerland

    Pension Fund of Philip Morris in Switzerland With limited exceptions, all Swiss payroll-based employees over 25 years of age become immediately covered by the Pension Fund of Philip Morris in Switzerland, a broad-based contributory-funded plan providing defined retirement, disability and death benefits up to limits prescribed under Swiss law. Retirement benefits are expressed as an annuity at normal retirement age equal to 1.8% of the participant’s five-year average pensionable salary (base salary minus two-thirds of the maximum social security benefits of CHF 29,400 in 2023) multiplied by years of credited service (to a maximum of 40 to 41 years, depending on the employee’s date of birth). Employees between the ages of 25 and 34 contribute 6% of their pensionable salary to the fund, and the contribution increases to 7% for employees between the ages of 35 and 54 and 8% for employees between the ages of 55 and 65. Subject to certain conditions, participants may elect to receive pension benefits entirely or partially in a lump sum. For determining lump sum values, a discount rate of 3.5% and the LPP 2020 mortality table are used. The LPP mortality table is a commonly used mortality table in Switzerland. For an employee who completes 30 years of service and retires at age 62, this translates into payments equivalent to a pension of 54% of five years’ annual average pensionable salary. For an employee with 40 years of credited service at age 65, this “replacement ratio” is approximately 72% of average salary. Participants may retire and commence benefits as early as age 58; however, for each year that retirement precedes age 62, the 1.8% multiplier used to calculate the amount of the retirement pension is reduced by 0.06% (at age 58 the multiplier is 1.56%). 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. If an employee terminates employment with us before age 58, the lump sum value of the pension calculated using the termination lump sum factors is transferred either to a new pension fund or to a blocked bank account until early retirement age is reached. An employee who is age 50 or over upon termination of employment can elect, under certain conditions, to remain in the plan as an external member. In this case, neither the employee nor the employer can contribute any further funds. At the age of 58, the former employee must then elect to take retirement in the form of an annuity, a lump sum or a mix of both.

  115. Severance Agreements

    | PAY RATIO |

  116. OUR PAY RATIO

    OUR PAY RATIO Given our global footprint, and in accordance with regulatory guidance, we have determined that the cost-of-living adjusted ratio based on the purchasing power parity index (or “PPP”) reflects the differences in the living and economic conditions of approximately 90 countries where our employees reside.2 The PPP conversion factor represents the number of units of local currency that can buy a basket of goods that 1 CHF would buy in Switzerland, where our CEO resides. The total PPP-adjusted compensation for our median employee residing in Poland is approximately CHF 60,974.3 Comparing this employee’s total PPP-adjusted compensation to the 2023 total compensation of our CEO in CHF, our adjusted pay ratio is 369:1.4 Had we not used the PPP adjustment, our median employee’s total 2023 compensation would have been approximately $39,663. Comparing this employee’s total compensation to the total compensation of our CEO as set forth in the Summary Compensation Table on page 58, the ratio would be 642:1. The ratio of our CEO’s total compensation to the average total compensation of our other NEOs for 2023, was 3:1. Because the SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies — including companies in our Peer Group — may not be comparable to the pay ratio reported above. Other companies may have different employment & compensation practices, different geographic breadth, perform different types of work, and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. This information is being provided for compliance purposes. Neither the Compensation Committee nor management of the Company used the pay ratio measure in making compensation decisions.

  117. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following table illustrates certain information about executive compensation for our CEO and other NEOs as well as certain performance measures against which compensation information can be compared. This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K of the Exchange Act and does not necessarily reflect value actually realized by our NEOs or how our Compensation Committee evaluates compensation decisions in light of Company or individual performance. In particular, our Compensation Committee has not used compensation actually paid as a basis for making compensation decisions, nor does it use GAAP Net Income for purposes of determining incentive compensation. Please refer to our Compensation Discussion and Analysis on pages 39 to 56 for a discussion of our executive compensation program, its objectives, and the ways in which we align executive compensation with Company performance.

  118. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for CEO — Mr. Calantzopoulos ($)(1)(2) | Summary Compensation Table Total for CEO — Mr. Olczak ($)(1)(2) | Compensation Actually Paid to CEO — Mr. Calantzopoulos ($)(2)(4) | Compensation Actually Paid to CEO — Mr. Olczak ($)(2)(4) | Average Summary Compensation Table Total for Other NEOs ($)(1)(3) | Average Compensation Actually Paid to Other NEOs ($)(3)(4) | Value of Initial Fixed $100 Investment Based On: | | Net Income (in millions $)(6) | Adjusted Diluted EPS, 1-year Growth(7) | | | | | | | | | Total Shareholder Return(5) | Peer Group Total Shareholder Return(5) | | | | 2023 | n/a | 25,480,514 | n/a | 22,401,770 | 8,620,777 | 6,951,996 | $138.5 | $118.0 | 8,268 | 11.0% | | 2022 | n/a | 15,775,108 | n/a | 24,410,701 | 5,426,181 | 7,848,730 | $141.0 | $119.9 | 9,527 | 10.1% | | 2021 | 15,349,110 | 10,557,568 | 30,404,029 | 15,485,410 | 5,433,435 | 7,491,440 | $125.5 | $123.7 | 9,710 | 15.4% | | 2020 | 21,936,798 | n/a | 19,391,601 | n/a | 10,447,764 | 7,470,429 | $103.9 | $107.0 | 8,592 | 7.2% |

  119. PAY VERSUS PERFORMANCE

    (1) The Summary Compensation Table Total amounts can be found on page 58. For those NEOs in previous years who were no longer NEOs for 2023, the respective amounts can be found in our 2022 and 2021 proxy statements. (2) Mr. Calantzopoulos served as the Company’s CEO during the covered period until May 2021 when Mr. Olczak was appointed as our CEO. (3) Our NEOs other than the CEO for each of the covered fiscal years are as follows:

  120. PAY VERSUS PERFORMANCE

    | 2023 | E. Babeau, F. de Wilde, S. Kennedy, S. Volpetti, D. Azinovic | | 2022 | E. Babeau, D. Azinovic, F. de Wilde, S. Volpetti | | 2021 | E. Babeau, D. Azinovic, F. de Wilde, S. Volpetti, J. Insuasty, M. King | | 2020 | J. Olczak, E. Babeau, M. King, F. de Wilde, S. Volpetti, M. Firestone, M. Zielinski |

  121. PAY VERSUS PERFORMANCE

    | P M I 2 0 2 4 P r o x y S t a t e m e n t | 71 |

  122. PAY VERSUS PERFORMANCE

    The amounts deducted and added to the Summary Compensation Table Total for each of the covered fiscal years are as shown in the table below. No awards were modified or forfeited during the covered years:

  123. PAY VERSUS PERFORMANCE

    | Year | Name | Summary Compensation Table Total ($) | Amount deducted for Change in Pension Value ($) | Amount added for Pension Cost ($)(a) | Amount deducted for Stock Awards ($) | Amount added for EOY Fair Value of Stock Awards Granted During Fiscal Year that are Outstanding and Unvested at EOY ($)(b) | Amount added (deducted) for change in value from EOPY to EOY in Fair Value of Stock Awards Granted in Any Prior Fiscal Year that are Outstanding and Unvested at EOY ($)(b) | Amount added for Fair Value at Vesting Date of Stock Awards Granted and Vested During the Fiscal Year ($)(b) | Amount added (deducted) for change in Fair Value from EOPY to Vesting Date of Stock Awards Granted in Any Prior Fiscal Year that Vested (or Failed to Vest) During the Fiscal Year ($)(b) | Amount added for Dividend Equivalents Paid During the Fiscal Year ($) | Compensation Actually Paid ($) | | 2023 | Mr. Olczak | 25,480,514 | 6,055,916 | 3,129,698 | 13,225,739 | 13,070,215 | (1,370,406) | 0 | 76,251 | 1,297,153 | 22,401,770 | | | Average other NEOs | 8,620,777 | 2,651,004 | 772,127 | 2,529,997 | 2,350,914 | (304,881) | 153,072 | 24,956 | 516,032 | 6,951,996 | | 2022 | Mr. Olczak | 15,775,108 | 0 | 4,458,977 | 9,751,292 | 10,300,776 | 1,864,468 | 0 | 913,331 | 849,333 | 24,410,701 | | | Average other NEOs | 5,426,181 | 100,985 | 630,261 | 2,717,273 | 2,870,426 | 1,033,698 | 0 | 414,918 | 291,504 | 7,848,730 | | 2021 | Mr. Calantzopoulos | 15,349,110 | 0 | 1,669,036 | 12,331,239 | 17,286,561 | 6,755,580 | 0 | 423,089 | 1,251,892 | 30,404,029 | | | Mr. Olczak | 10,557,568 | 781,194 | 1,008,654 | 4,713,468 | 6,607,423 | 2,269,335 | 0 | 124,847 | 412,245 | 15,485,410 | | | Average other NEOs | 5,433,435 | 236,975 | 439,187 | 2,544,006 | 3,357,205 | 735,550 | 24,478 | 95,123 | 187,443 | 7,491,440 | | 2020 | Mr. Calantzopoulos | 21,936,798 | 4,857,081 | 2,651,169 | 12,024,210 | 13,872,491 | (3,220,211) | 0 | (188,212) | 1,220,857 | 19,391,601 | | | Average other NEOs | 10,447,764 | 3,966,343 | 894,828 | 3,579,539 | 3,810,785 | (513,023) | 276,341 | (141,487) | 241,103 | 7,470,429 |

  124. PAY VERSUS PERFORMANCE

    “EOY” = End of Year, “EOPY” = End of Previous Year (a) Current year pension service cost including adjustments for prior year service cost, as applicable. For assumptions used in the calculation refer to Item 8, Note 13 to the consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal years ended December 31, 2020 and December 31, 2021 and to Item 8, Note 14 for the fiscal years ended December 31, 2022 and December 31, 2023. (b) The methodology used to calculate the fair values for stock awards at each fiscal year end is consistent with that disclosed at the time of grant. The fair value of the RSU awards is determined based on the closing price of PMI stock at the respective fiscal year end date and based on the average of the high and the low trading prices of PMI stock for awards under the 2017 Performance Incentive Plan and closing price of PMI stock for awards under the 2022 Performance Incentive Plan at the vesting date. The fair value for the portion of the PSU awards subject to the TSR performance factor was determined by using a Monte Carlo simulation model for the fiscal year end calculations and the average of the high and the low trading prices of PMI stock and actual performance at the vesting date. The fair value for the portion of the PSU awards subject to other performance factors was determined based on the closing price of PMI stock at the respective fiscal year end and estimated performance and based on the average of the high and the low trading prices of PMI stock and actual performance at the vesting date. (5) The Peer Group is described on page 54, which is the same PMI Peer Group reported in the performance graph found in Part II, Item 5 of our Annual Report on Form 10-K for the fiscal year ending December 31, 2023. There have been no changes to the PMI Peer Group during the covered period. The amounts compare the cumulative total shareholder return of PMI’s common stock with the cumulative total shareholder return for the same period of PMI’s Peer Group. The calculation assumes the investment of $100 as of December 31, 2019, in PMI common stock and the PMI Peer Group index as of the market close and reinvestment of dividends on a quarterly basis. (6) PMI’s Net Income is reported as “net earnings” in Item 8 of the Company’s Annual Report on Form 10-K for the fiscal years ended December 31, 2020, December 31, 2021, December 31, 2022 and December 31, 2023. Currency neutral adjusted diluted EPS growth rate has been chosen as our Company Selected Measure, out of the performance measures in the tabular list set forth below, because of its weight and impact on PSUs. Adjusted diluted EPS growth over 3-year period is one of the metrics used in our long-term Equity Award program, under performance-based PSUs. In accordance with regulatory guidance, the measure presented in the table covers 1-year growth. For the definition of adjusted diluted EPS see the Glossary of Terms in Exhibit C.

  125. PAY VERSUS PERFORMANCE

    | 72 | D e l i v e r i n g a S m o k e - F r e e F u t u r e |

  126. RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND COMPANY FINANCIAL PERFORMANCE REPRESENTED BY THE MEASURES DETAILED IN THE ABOVE TABLE

    RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND COMPANY FINANCIAL PERFORMANCE REPRESENTED BY THE MEASURES DETAILED IN THE ABOVE TABLE The below graphical illustrations of compensation actually paid and the change in the performance measures selected demonstrates the alignment between the compensation actually paid to our CEO and other NEOs and company performance. The increase in the 2022 compensation for Mr. Olczak is partially driven by his 2022 equity awards that were based on increased targets in connection with his appointment as CEO for the portion of 2021 in which he served in this role. The last graph illustrates the relationship between compensation actually paid and the 3-year adjusted diluted EPS growth measure, which we believe is a more accurate representation of how the compensation actually paid relates to this measure, since this is the actual measure used in our long-term incentive program.

  127. WHAT ARE THE CHOICES WHEN VOTING ON DIRECTOR NOMINEES, AND WHAT VOTE IS NEEDED TO ELECT DIRECTORS?

    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 20. The Board recommends a vote “FOR” all twelve of the nominees. 11.