DEF 14A of Altria Group, Inc., Apr 4, 2024

DEF 14A of Altria Group, Inc.

Filed Apr 4, 2024 · FY20230001558370-24-004695

Open on EDGAR

  1. Board Nominees

    Board Nominees You are being asked to vote on the following 10 nominees for director. All directors are elected annually by a majority of the votes cast. More information about each director can be found under “Proposal 1 – Election of Directors” beginning on page 16.

  2. Board Nominees

    | | | | Director Since | | Board Committee Membership (1)(2) | | | | | | | Name and Principal Occupation | | Age | | Independent | AC | CC | EC | FC | IC (4) | NC | | | Ian L.T. Clarke Retired Chief Financial Officer, Greater Toronto Airports Authority | 63 | 2022 | | ê | | | | | | | | Marjorie M. Connelly Retired Chief Operating Officer, Convergys Corporation | 62 | 2021 | | ê | | | | | | | | R. Matt Davis Retired President, North America, and Senior Vice President, Global Corporate Affairs, Dow Inc. and President, Driftwood Leadership, LLC | 59 | 2021 | | | | | | | | | | William F. Gifford, Jr. Chief Executive Officer, Altria Group, Inc. | 53 | 2020 | | | | | | | | | | Debra J. Kelly-Ennis Retired President and Chief Executive Officer, Diageo Canada, Inc. | 67 | 2013 | | | | | | | | | | Kathryn B. McQuade (3) Retired Executive Vice President and Chief Financial Officer, Canadian Pacific Railway Limited | 67 | 2012 | | | | | | | | | | George Muñoz Principal, Muñoz Investment Banking Group, LLC and Partner, Tobin & Muñoz | 72 | 2004 | | ê | | | | | | | | Virginia E. Shanks Retired Executive Vice President and Chief Administrative Officer, Pinnacle Entertainment, Inc. | 63 | 2017 | | | | | | | | | | Ellen R. Strahlman Retired Executive Vice President, Research & Development and Chief Medical Officer, Becton, Dickinson and Company | 66 | 2020 | | | | | | | | | | M. Max Yzaguirre Retired Executive Chairman, Forbes Bros. Holdings, Ltd. | 63 | 2022 | | | | | | | |

  3. Board Nominees

    | (1) AC | Audit Committee | EC | Executive Committee | IC | Innovation Committee | | CC | Compensation and Talent Development Committee | FC | Finance Committee | NC | Nominating, Corporate Governance and Social Responsibility Committee | | | Chair | | Member | ê | Audit Committee Financial Expert | | (2) At our Board’s organizational meeting following the 2024 Annual Meeting, our Board plans to determine 2024-2025 committee assignments. | | | | | | | (3) Chair of our Board of Directors. | | | | | | | (4) Nabil Y. Sakkab currently serves as the Chair of the Innovation Committee but is not standing for re-election at the 2024 Annual Meeting. | | | | | |

  4. Composition and Diversity of Board Nominees

    Composition and Diversity of Board Nominees The composition of our Board nominees is as follows:

  5. Composition and Diversity of Board Nominees

    | 80% Diversity | | Average Tenure: 6.4 Years | | Average Age: 63.5 Years | | | Gender | | 0-5 Years | | <60 Years | | | Ethnicity | | 6-10 Years | | 61-65 Years | | | LGBTQ+ | | >11 Years | | 66-70 Years | | | | | | | >71 Years | |

  6. Composition and Diversity of Board Nominees

    More information on the self-identified diversity demographics of our Board nominees can be found in the “Board Skills and Experience and Demographic Backgrounds” chart on page 3.

  7. Composition and Diversity of Board Nominees

    | www.altria.comx |

  8. Director Compensation

    Director Compensation

  9. Director Compensation Review

    Director Compensation Review The NCGSR Committee annually reviews and periodically recommends updates to the director compensation program to our Board for approval. During these reviews, the NCGSR Committee considers our director compensation philosophy, the competitiveness of director compensation based on an independent benchmarking study (which evaluates director compensation at companies within our Compensation Survey Group (“CSG”) described under “Benchmarking” beginning on page 46, other peer groups and relevant market indices) and current market practices. The NCGSR Committee also considers the appropriateness of the form, mix and amount of director compensation. The NCGSR Committee then makes a recommendation to our Board concerning such compensation with a view toward attracting and retaining qualified directors.

  10. Non-Employee Director Compensation Table

    Non-Employee Director Compensation Table

  11. Non-Employee Director Compensation Table

    | | Fees | | | | | | Earned or | | | | | | Paid in | Stock | All Other | | | | Cash | Awards | Compensation | Total | | Name | ($) | ($) (1) | ($) (2) | ($) | | Ian L.T. Clarke | 125,000 | 175,028 | — | 300,028 | | Marjorie M. Connelly | 150,000 | 175,028 | 29,813 | 354,841 | | R. Matt Davis | 125,000 | 175,028 | 30,000 | 330,028 | | Jacinto J. Hernandez (3) | 125,000 | 175,028 | 30,000 | 330,028 | | Debra J. Kelly-Ennis | 140,000 | 175,028 | 8,450 | 323,478 | | Kathryn B. McQuade | 220,000 | 325,020 | 30,000 | 575,020 | | George Muñoz | 150,000 | 175,028 | — | 325,028 | | Nabil Y. Sakkab | 140,000 | 175,028 | 30,000 | 345,028 | | Virginia E. Shanks | 140,000 | 175,028 | 20,000 | 335,028 | | Ellen R. Strahlman | 125,000 | 175,028 | — | 300,028 | | M. Max Yzaguirre | 125,000 | 175,028 | 15,000 | 315,028 |

  12. Non-Employee Director Compensation Table

    | (1) Pursuant to the 2015 Stock Compensation Plan for Non-Employee Directors (the “2015 Non-Employee Directors Plan”), on May 18, 2023, each non-employee director received 3,901 shares of Altria common stock with an aggregate grant date fair market value of $175,028, and Ms. McQuade received an additional 3,343 shares of Altria common stock with an aggregate grant date fair market value of $149,992 as Board Chair. The grant date fair market value of the Board member stock award is slightly higher than $175,000 because the grant was made in whole shares. The grant date fair market value of Ms. McQuade’s combined stock award is slightly higher than $325,000 because the grant was made in whole shares. The grant date fair market value of $44.8675 per share was based on the average of the high and low trading prices of Altria common stock on May 18, 2023. |

  13. Non-Employee Director Compensation Table

    | (2) All Other Compensation consists of matching gifts paid in 2023 under our Match Your Dollars Program. |

  14. Non-Employee Director Compensation Table

    | (3) Mr. Hernandez retired from our Board effective February 23, 2024. |

  15. 2024 Director Nominee Biographies and Qualifications

    2024 Director Nominee Biographies and Qualifications

  16. 2024 Director Nominee Biographies and Qualifications

    | Independent Age: 63 Director Since: 2022 Board Committees: ■ Audit ■ Finance ■ Nominating, Corporate Governance and Social Responsibility | Ian L.T. Clarke Position, Principal Occupation and Professional Experience: Retired Chief Financial Officer, Greater Toronto Airports Authority ■ Served as Chief Financial Officer of Greater Toronto Airports Authority, operator of Toronto Pearson International Airport, Canada’s largest airport, from 2017 through December 2022. ■ Served as Executive Vice President and Chief Financial Officer, Business Development of Maple Leaf Sports & Entertainment Ltd. (“Maple Leaf Sports”), owner of the Toronto Maple Leafs, Toronto Raptors, Toronto FC and the Air Canada Centre, from 2004 through 2016. Mr. Clarke spent 26 years at Maple Leaf Sports in key strategic planning and financial leadership positions. Other Current Public Directorships: None. Prior Public Company Directorships: None. Other Directorships, Trusteeships and Memberships: AGF Management Limited (TSX: AGF.B); First Capital Real Estate Investment Trust (TSX: FCR.UN); Canadian Olympic Committee. | | Director Qualifications: The NCGSR Committee believes that Mr. Clarke’s significant financial, accounting, strategic planning, business operations, risk management and public company board experience provide clear support for his nomination for election to our Board. | |

  17. 2024 Director Nominee Biographies and Qualifications

    | 16 | www.altria.com |

  18. 2024 Director Nominee Biographies and Qualifications

    | Independent Age: 62 Director Since: 2021 Board Committees: ■ Audit (Chair) ■ Compensation and Talent Development ■ Executive ■ Nominating, Corporate Governance and Social Responsibility | Marjorie M. Connelly Position, Principal Occupation and Professional Experience: Retired Chief Operating Officer, Convergys Corporation ■ Served as Chief Operating Officer of Convergys Corporation (now Concentrix Corporation), a publicly traded global leader in customer management, from November 2014 through December 2017. ■ Served as Interim President of Longwood University from June 2012 to May 2013. ■ Served as Global Chief Operating Officer at Barclaycard from July 2009 through December 2011. ■ From April 2006 to July 2008, served as Chief Operating Officer of Wachovia Securities. ■ Held a variety of executive positions at Capital One Financial Corporation, including Executive Vice President, Head of Infrastructure for U.S. credit card operations and interim Chief Information Officer, from 1994 to 2006. Other Current Public Directorships: PRA Group, Inc. (NASDAQ: PRAA). Prior Public Company Directorships: None. Other Directorships, Trusteeships and Memberships: MissionOG (Advisor). Previously served on the board of The Women’s Initiative and on the State Council of Higher Education for Virginia. | | Director Qualifications: The NCGSR Committee believes that Ms. Connelly’s extensive operational executive management experience at large publicly held consumer-oriented companies, together with her financial acumen and experience, information technology experience, general business knowledge and public company board experience, provide clear support for her nomination for election to our Board. | |

  19. 2024 Director Nominee Biographies and Qualifications

    | Independent Age: 59 Director Since: 2021 Board Committees: ■ Compensation and Talent Development ■ Innovation ■ Nominating, Corporate Governance and Social Responsibility | R. Matt Davis Position, Principal Occupation and Professional Experience: Retired President, North America, and Senior Vice President, Global Corporate Affairs, Dow Inc. and President, Driftwood Leadership, LLC ■ Serves as President of Driftwood Leadership, LLC, a leadership training and consulting firm, since 2019. ■ Served as President, North America, and Senior Vice President, Global Corporate Affairs of Dow Inc. (“Dow”), an innovative materials science company, from 2016 to 2019. ■ Held a variety of executive corporate affairs, communications and leadership roles across the Dow organization, from 1987 to 2016. Other Current Public Directorships: None. Prior Public Company Directorships: None. Other Directorships, Trusteeships and Memberships: World Freerunning Parkour Federation; Saratoga WarHorse Foundation, Inc.; Michigan State University, College of Communications Arts & Sciences Alumni Board; Lake State Railway Company. Previously served on After the Impact Fund, Inc. | | Director Qualifications: The NCGSR Committee believes that Mr. Davis’s extensive public policy, business and executive leadership experiences in a highly regulated industry (including his role leading Dow’s largest operating division) provide clear support for his nomination for election to our Board. | |

  20. 2024 Director Nominee Biographies and Qualifications

    | Altria Group, Inc. – Proxy Statement | 17 |

  21. 2024 Director Nominee Biographies and Qualifications

    | Age: 53 Director Since: 2020 Chief Executive Officer Board Committees: ■ Executive Committee | William F. Gifford, Jr. Position, Principal Occupation and Professional Experience: Chief Executive Officer, Altria Group, Inc. ■ Serves as Chief Executive Officer of Altria Group, Inc. since April 2020. ■ Served as Vice Chairman and Chief Financial Officer of Altria from May 2018 to April 2020. ■ Served as Executive Vice President and Chief Financial Officer of Altria from March 2015 through May 2018. ■ Held numerous other senior leadership roles since joining the Altria family of companies in 1994. Other Current Public Directorships: None. Prior Public Company Directorship: Anheuser-Busch InBev SA/NV (2016 to April 2023) (Euronext: ABI; NYSE: BUD). Other Directorships, Trusteeships and Memberships: Catalyst Inc. | | Director Qualifications: The NCGSR Committee believes that Mr. Gifford’s role as Altria’s CEO and his significant knowledge and understanding of Altria, our businesses and the external environment in which our businesses operate, together with his significant industry knowledge, financial expertise, leadership experience and public company board experience, provide clear support for his nomination for election to our Board. | |

  22. 2024 Director Nominee Biographies and Qualifications

    | Independent Age: 67 Director Since: 2013 Board Committees: ■ Audit ■ Executive ■ Innovation ■ Nominating, Corporate Governance and Social Responsibility (Chair) | Debra J. Kelly-Ennis Position, Principal Occupation and Professional Experience: Retired President and Chief Executive Officer, Diageo Canada, Inc. ■ Served as President and Chief Executive Officer of Diageo Canada, Inc., a subsidiary of Diageo plc, a global spirits, wine and beer company, from 2008 to June 2012. ■ Served as Chief Marketing Officer for Diageo North America, Inc., a subsidiary of Diageo plc, from 2005 to 2008. ■ Held marketing, sales and general management positions with RJR/Nabisco, Inc., The Coca-Cola Company, General Motors Corporation and Grand Metropolitan PLC. Other Current Public Directorships: TFI International Inc. (NYSE and TSX: TFII). Prior Public Company Directorships: Carnival Corporation & plc (2012 to January 2020) (NYSE: CCL); PulteGroup, Inc. (1997 to September 2016) (NYSE: PHM); Hertz Global Holdings, Inc. (2013 to October 2015) (NASDAQ: HTZ). Other Directorships, Trusteeships and Memberships: Dress for Success Worldwide (Director Emeritus); Trivium Packaging B.V. | | Director Qualifications: The NCGSR Committee believes that Ms. Kelly-Ennis’s leadership experiences, particularly her executive positions with several large, consumer-focused companies in multiple industries, and her significant marketing, innovation, public company board experience, sales and distribution experience at large publicly held companies, including companies in the consumer-packaged goods industry, provide clear support for her nomination for election to our Board. | |

  23. 2024 Director Nominee Biographies and Qualifications

    | 18 | www.altria.com |

  24. 2024 Director Nominee Biographies and Qualifications

    | Independent Age: 67 Director Since: 2012 Chair of the Board Board Committees: ■ Compensation and Talent Development ■ Executive (Chair) ■ Finance | Kathryn B. McQuade Position, Principal Occupation and Professional Experience: Retired Executive Vice President and Chief Financial Officer, Canadian Pacific Railway Limited ■ Served as Senior Advisor of Canadian Pacific Railway Limited (“Canadian Pacific”), a transcontinental railway in Canada and the United States, from November 2012 to May 2013, after previously serving as Executive Vice President and Chief Financial Officer of Canadian Pacific from September 2008 until her retirement in November 2012. ■ Served as Executive Vice President and Chief Operating Officer of Canadian Pacific from June 2007 to September 2008. ■ Served as Executive Vice President – Planning and Chief Information Officer at Norfolk Southern Corporation where she spent 27 years in key information technology, strategic planning and finance leadership positions prior to joining Canadian Pacific. Other Current Public Directorships: None. Prior Public Company Directorships: None. Other Directorships, Trusteeships and Memberships: Previously served on the boards of TransAlta Renewables Inc. (TSX: RNW) and The College of William & Mary Foundation. | | Director Qualifications: The NCGSR Committee believes that Ms. McQuade’s significant financial and accounting expertise, particularly her experience as a public company chief financial officer, her information technology experience, her general business knowledge and her executive management experience in a regulated industry, provide clear support for her nomination for election to our Board. | |

  25. 2024 Director Nominee Biographies and Qualifications

    | Independent Age: 72 Director Since: 2004 Board Committees: ■ Audit ■ Compensation and Talent Development (Chair) ■ Executive ■ Finance | George Muñoz Position, Principal Occupation and Professional Experience: Principal, Muñoz Investment Banking Group, LLC, and Partner, Tobin & Muñoz ■ Serves as a principal of Muñoz Investment Banking Group, LLC since 2001. ■ Serves as a partner in the law firm of Tobin & Muñoz since 2002. ■ Served as President and Chief Executive Officer of the Overseas Private Investment Corporation from 1997 to January 2001. ■ Served as Chief Financial Officer and Assistant Secretary of the United States Treasury Department from 1993 to 1997. Other Current Public Directorships: Laureate Education, Inc. (NASDAQ: LAUR); BRC Inc. (NYSE: BRCC). Prior Public Company Directorships: Marriott International, Inc. (2002 to May 2023) (NASDAQ: MAR); Anixter International, Inc. (2004 to June 2020) (NYSE: AXE); Esmark Incorporated (2007 to August 2008) (NASDAQ: ESMK); Archipelago Holdings, Inc. (2004 to March 2006) (PCX: AX). Other Directorships, Trusteeships and Memberships: National Geographic Society; Direct Edge, Inc. | | Director Qualifications: The NCGSR Committee believes that Mr. Muñoz’s accounting, financial, legal and public policy expertise, along with his background in international business and his significant professional, administrative and leadership experiences in both the private and public sectors, and public company board experience provide clear support for his nomination for election to our Board. | |

  26. 2024 Director Nominee Biographies and Qualifications

    | Altria Group, Inc. – Proxy Statement | 19 |

  27. 2024 Director Nominee Biographies and Qualifications

    | Independent Age: 63 Director Since: 2017 Board Committees: ■ Compensation and Talent Development ■ Executive ■ Finance (Chair) ■ Innovation | Virginia E. Shanks Position, Principal Occupation and Professional Experience: Retired Executive Vice President and Chief Administrative Officer, Pinnacle Entertainment, Inc. ■ Served as Executive Vice President and Chief Administrative Officer of Pinnacle Entertainment, Inc. (“Pinnacle”), a casino entertainment company, from July 2013 until October 2018 when Pinnacle merged with Penn National Gaming, Inc. (“Penn National”), also a casino entertainment company. ■ Served as Strategic Advisor for Penn National through December 2019 after the merger. ■ Served as Executive Vice President and Chief Marketing Officer of Pinnacle from October 2010 to June 2013. ■ Served as Chief Marketing Officer for Multimedia Games Inc., a casino gaming systems production company, from 2008 to 2010 prior to joining Pinnacle. ■ Held senior executive positions for more than 25 years at the property, division and corporate levels of Caesars Entertainment Corp., including Senior Vice President of Brand Management, prior to 2008. Other Current Public Directorships: EPR Properties (NYSE: EPR); Light & Wonder, Inc. (NASDAQ: LNW). Prior Public Company Directorships: None. Other Directorships, Trusteeships and Memberships: Rebuilding Together Northern Nevada. | | Director Qualifications: The NCGSR Committee believes that Ms. Shanks’s significant regulated industry and consumer-oriented marketing expertise, particularly her extensive background in brand positioning and digital and database marketing, as well as her experience in information technology and cybersecurity and public company board experience, provide clear support for her nomination for election to our Board. | |

  28. 2024 Director Nominee Biographies and Qualifications

    | Independent Age: 66 Director Since: 2020 Board Committees: ■ Audit ■ Innovation ■ Nominating, Corporate Governance and Social Responsibility | Ellen R. Strahlman Position, Principal Occupation and Professional Experience: Retired Executive Vice President, Research & Development and Chief Medical Officer, Becton, Dickinson and Company ■ Served as Executive Vice President, Research & Development and Chief Medical Officer of Becton, Dickinson and Company, a leading global medical technology company, from April 2013 until her retirement in January 2018. ■ Served as a Senior Advisor to the CEO at GlaxoSmithKline, a global biopharma company, from April 2012 through March 2013 after previously serving as the Senior Vice President and Chief Medical Officer from April 2008 through March 2012. ■ Held senior executive leadership roles in global product development and commercialization, medical affairs and business development at leading pharmaceutical and medical technology companies including Pfizer, Inc., Novartis AG, Virogen Limited, Bausch & Lomb, Inc. and Merck & Co., Inc. prior to 2008. Other Current Public Directorships: Eyenovia, Inc. (NASDAQ: EYEN). Prior Public Company Directorships: None. Other Directorships, Trusteeships and Memberships: Previously served on the boards of Syncona Limited (LSE: SYNC) and Syncona Partners LLP. | | Director Qualifications: The NCGSR Committee believes that Dr. Strahlman’s significant experience in innovation, global product development and commercialization in regulated industries, public company board experience, as well as her medical background and experience in biosciences, provide clear support for her nomination for election to our Board. | |

  29. 2024 Director Nominee Biographies and Qualifications

    | 20 | www.altria.com |

  30. 2024 Director Nominee Biographies and Qualifications

    | Independent Age: 63 Director Since: 2022 Board Committees: ■ Compensation and Talent Development ■ Finance ■ Nominating, Corporate Governance and Social Responsibility | M. Max Yzaguirre Position, Principal Occupation and Professional Experience: Retired Executive Chairman, Forbes Bros. Holdings, Ltd. ■ Served as U.S. Chairman and Chief Executive Officer of Forbes Bros. Holdings, Ltd., an energy infrastructure construction company, from 2017 to 2019, and as Executive Chairman from 2019 to 2021. ■ Served as Chief Executive Officer of Yzaguirre Group, LLC, a business and public affairs strategic advisory firm, from 2006 to 2017. ■ Served as Chairman of Isolux Ingenieria USA, LLC, the U.S. operation and wholly owned subsidiary of Isolux Corsan S.A., a Spanish engineering, procurement and construction company, from 2011 to 2013, having previously served as Chief Executive Officer from 2010 to 2011. ■ Served as President of Hunt-Mexico, Inc., an investor in energy, real estate and private equity opportunities, and as President of Hunt Resources, Inc., an investor in energy production and transportation opportunities, from 2002 to 2006. Other Current Public Directorships: Aris Water Solutions, Inc. (NYSE: ARIS); WaFd, Inc. (NASDAQ: WAFD). Prior Public Company Directorships: Luther Burbank Corporation (2021 to 2024) (NASDAQ: LBC); BBVA USA Bancshares, Inc. (2009 to 2021); Texas Regional Bancshares, Inc. (2000 to 2006) (NASDAQ: TRBS). Other Directorships, Trusteeships and Memberships: Washington Federal Bank dba WaFd Bank; Latino Corporate Directors Association. Previously served on the boards of BBVA USA Bank and Texas State Bank. | | Director Qualifications: The NCGSR Committee believes that Mr. Yzaguirre’s executive leadership experience, financial acumen, domestic and international business and public affairs experience (including with highly regulated industries) and public company board experience, provide clear support for his nomination for election to our Board. | |

  31. 2024 Director Nominee Biographies and Qualifications

    | Altria Group, Inc. – Proxy Statement | 21 |

  32. Say on Pay and Shareholder Engagement

    | ■ | focus executives on creating value in both the short and long term; and |

  33. 2023 Performance of NEOs

    2023 Performance of NEOs The Committee considered several factors in approving each element of 2023 executive compensation. For the 2023 Annual Incentive Award plan, the Committee primarily evaluated our financial and strategic performance, as described under “Business Performance” on page 27. The Committee also considered the individual performance of each NEO for purposes of approving salary increases, annual cash incentive awards and equity awards. Executives receive variable elements of short- and long-term compensation only after the relevant performance period has ended and the Committee has assessed Altria’s actual performance relative to stated goals established at the beginning of the period. In addition, the Committee considered industry compensation market data and tally sheets for each NEO that included their total cash and long-term compensation for the last three years. The Committee evaluated each of our NEO’s progress against their performance goals and the relationship of their performance to our overall 2023 results. We discuss the 2023 performance of each NEO below.

  34. Principles

    | ■ | promote pursuit of business strategies that are aligned with our Vision, intended to create long-term value for shareholders and executed with integrity; |

  35. Principles

    | ■ | align the interests of shareholders and executives through equity and cash performance-based long-term incentive awards, stock ownership and holding requirements and anti-hedging and anti-pledging policies with respect to our stock; |

  36. Principles

    | ■ | short- and long-term compensation to appropriately reward and motivate the achievement of both annual and long-term goals and objectives; |

  37. Principles

    | ■ | cash and equity compensation that seeks to discourage actions focused solely on our stock price to the detriment of strategic goals and to minimize the potentially dilutive nature of equity compensation on shareholder value; and |

  38. Principles

    | ■ | equity compensation consisting of RSU and PSU awards. |

  39. Principles

    | (1) Consists of target award under the 2023 Annual Incentive Award plan, target value of 2023 equity awards and target 2023 – 2025 LTIP award, in each case, using the 2023 salary range midpoint for the applicable salary band. |

  40. Long-Term Incentive Compensation

    Long-Term Incentive Compensation

  41. Long-Term Incentive Compensation

    | Equity Awards RSU and PSU awards based on prior year’s individual performance and factors such as potential for advancement and retention, vesting after a three-year period. PSU payout amount tied to achievement of target company financial performance measures. | ■ Align NEOs’ interests with shareholders through company performance and building stock ownership ■ Recognize individual performance after it is delivered and potential for advancement ■ For PSUs, recognize company financial performance over the three-year performance period ■ Retain talented leaders | | Long-Term Incentive Plan Cash-based performance incentive plan based on three-year financial and strategic goals. | ■ Align NEOs’ interests with shareholders ■ Recognize long-term company financial and strategic performance after it is delivered ■ Retain talented leaders |

  42. Post-Termination Benefits and Change in Control Payments

    Post-Termination Benefits and Change in Control Payments

  43. Post-Termination Benefits and Change in Control Payments

    | Defined Benefit Plans Retirement plans providing for the continuation of a portion of compensation upon retirement or separation from service. Generally, only employees hired prior to January 1, 2008 are eligible. | ■ Provide opportunity for financial security in retirement ■ Retain talented leaders | | Defined Contribution Plans Annual cash contribution based on a formula related to adjusted diluted EPS growth and, for employees not participating in a defined benefit plan, a supplemental contribution and matching contributions. Includes an Altria stock investment option. | ■ Provide opportunity for financial security in retirement ■ Provide additional opportunity to build stock ownership |

  44. Post-Termination Benefits and Change in Control Payments

    | Altria Group, Inc. – Proxy Statement | 33 |

  45. Post-Termination Benefits and Change in Control Payments

    | Change in Control Payments Payments to executives in connection with a defined change in the ownership of Altria. Change in control provisions are contained in our 2015 PIP and 2020 PIP, which also include provisions for double-trigger and no excise tax gross-up. | ■ Allow NEOs to focus on delivering shareholder value in a period of uncertainty, such as a higher likelihood of job loss after a potential transaction ■ Allow NEOs to receive awards granted for periods of performance before a change in control | | Termination Payments For certain types of involuntary separations (but excluding misconduct), potential for severance benefits (including continuation of salary and medical coverage based on years of service). Our NEOs are eligible for the same severance benefits as our other salaried employees. | ■ Provide opportunity for protection upon an unexpected event |

  46. Changes to CEO’s Target Short-term and Long-term Incentives

    Changes to CEO’s Target Short-term and Long-term Incentives After conducting its annual CEO compensation benchmarking analysis, the Committee made the following changes to our 2023 compensation program for band A (which currently includes only our CEO) to better align our short-term and long-term compensation elements with those of our CSG:

  47. Changes to CEO’s Target Short-term and Long-term Incentives

    | ■ | increased the Annual Incentive Award target from 150% to 165% of salary beginning with the 2023 Annual Incentive Award; |

  48. Changes to CEO’s Target Short-term and Long-term Incentives

    | ■ | increased the annual equity award target from $5.4 million to $6.0 million; |

  49. Changes to CEO’s Target Short-term and Long-term Incentives

    | ■ | increased the percentage of performance-based PSUs for annual equity awards from 40% PSUs to 50% PSUs, with the other 50% delivered as RSUs; and |

  50. Changes to CEO’s Target Short-term and Long-term Incentives

    | ■ | increased the three-year cash-based LTIP award target from 250% to 260% of salary. |

  51. Changes to CEO’s Target Short-term and Long-term Incentives

    Additionally, the Committee lowered the annual personal aircraft usage allowance from $125,000 to $100,000.

  52. Annual Incentive Awards

    Annual Incentive Awards The Annual Incentive Award plan is a cash-based, pay-for-performance plan for salaried employees, including our NEOs. Participants have an annual award target based on salary band and expressed as a percentage of salary. The Committee annually reviews our benchmarking data, establishes award targets and reviews and approves any target changes for employees in salary band I and above. Annual incentive awards are paid only after both business and individual results are assessed against targeted levels of performance. No individual is guaranteed an award. In the event of a salary band change during the performance cycle, award targets are adjusted on a prorated basis. Each of our NEOs remained in their same salary band during 2023.

  53. Annual Incentive Awards

    | Altria Group, Inc. – Proxy Statement | 35 |

  54. Annual Incentive Awards

    The following formula was the basis for determining awards under the 2023 Annual Incentive Award plan:

  55. Annual Incentive Awards

    | Salaryx | Target (% of salary)x | Business Performance Ratingx | Individual Performance Multiplier | = | Annual Incentive Award | | | | Adjusted Diluted EPS (30%) | | | | | | | Adjusted Discretionary Cash Flow (25%) | | | | | | | Total Adjusted OCI (30%) | | | | | | | Strategic Initiatives (15%) | | | |

  56. Annual Incentive Awards

    At the conclusion of each year, the Committee reviews Altria’s performance against financial measures and strategic initiatives and assigns a rating from 0% to 130%. For 2023, the Committee identified (1) adjusted diluted EPS, (2) adjusted discretionary cash flow and (3) total adjusted OCI as the financial measures for determining awards under the Annual Incentive Award plan because it believes that these measures align with our financial goals and the interests of our shareholders. In determining Altria’s performance in 2023 against these measures, the Committee considered the following:

  57. Annual Incentive Award Measures ($ in millions, except per share data)

    Annual Incentive Award Measures ($ in millions, except per share data)

  58. Annual Incentive Award Measures ($ in millions, except per share data)

    | | Results and Rating (from 0% - 130%) | Weighting | Weighted Rating | | Adjusted Diluted EPS (1) (Rating Range) | | 30% | 30.00% | | Adjusted Discretionary Cash Flow (1) (Rating Range) | | 25% | 28.05% | | Total Adjusted OCI (1) (Rating Range) | | 30% | 23.34% | | Strategic Initiatives (Rating Range) | | 15% | 16.50% | | 2023 Annual Incentive Award Rating (rounded) | | | 98% |

  59. Annual Incentive Award Measures ($ in millions, except per share data)

    | (1) Adjusted diluted EPS, adjusted discretionary cash flow and total adjusted OCI are non-GAAP financial measures. See Exhibit A to this Proxy Statement for information regarding non-GAAP financial measures and reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures. |

  60. Annual Incentive Award Measures ($ in millions, except per share data)

    | 36 | www.altria.com |

  61. Annual Incentive Award Measures ($ in millions, except per share data)

    The 2023 strategic initiatives against which the Committee evaluated Altria’s performance, as shown above, were designed to promote our long-term success. Those initiatives and results are below:

  62. Annual Incentive Award Measures ($ in millions, except per share data)

    | Strategic Initiative | Result | | ■ Attract, develop and deploy the talent needed to achieve our Vision and foster an exceptional employee experience that causes our organization to thrive. | We met expectations as we continued to achieve above-benchmark employee engagement scores; attracted critical talent to fill key roles to help achieve our Vision; and made continued progress in building an inclusive and equitable culture and addressing potential barriers to equal opportunity. In addition, we achieved a Great Place to Work(TM) certification for the fourth consecutive year and were awarded a 100% rating in the 2023 Human Rights Campaign Corporate Equality Index. We enhanced internal communications to drive clarity and alignment for our employees and build confidence in our future. We established a strategic workforce plan to accelerate readiness for potential PMTAs. We improved how employees use technology to communicate, collaborate, work productively and engage with each other, while enabling greater flexibility. | | ■ Maximize the long-term profitability of our cigarette, cigar and moist smokeless tobacco (“MST”) businesses while proactively shifting resources to fund investment and accelerate growth in a smoke-free future. | We met expectations in a challenging environment as we enhanced programs to deepen connections with adult tobacco consumers, increase investment efficiency and accelerate awareness of smoke-free products. We streamlined our traditional product portfolio while continuing to protect it from unreasonable regulation through public policy and engagement. We maximized our supply chain and manufacturing infrastructure for the future. | | ■ Reinvent how we engage our adult tobacco consumers and customers; and empower our employees with data and technology to drive productivity and top-line growth. | We exceeded expectations as we optimized our supply chain and operations through data, technology and ways of working to be best in class. We expanded advanced analytics value creation across the enterprise with focus on enterprise data strategy, supply chain, marketing mix and personalized value delivery. We innovated with customers to solidify long-term trade partnerships through digital value, personalization and retail campaigns. We drove end-to-end integrated digital consumer experiences through data analytics and segmentation to enhance marketing effectiveness. | | ■ Move toward a smoke-free future by delivering superior, innovative and FDA-authorized nicotine products while fostering an environment conducive to tobacco harm reduction through science and advocacy that promotes equitable adult smoker transition. | We exceeded expectations as we developed a portfolio of innovative inhalable products, including through the NJOY transaction, to help us achieve a leadership position. We also advanced a portfolio of innovative oral products that we believe will achieve a leadership position following FDA authorization. We received the first Modified Risk Tobacco Product Authorization from the FDA for an MST product. We operated and enhanced the established end-to-end innovation system for potentially reduced-risk nicotine products that facilitates a consumer-based strategy to transition adult smokers by investing in, and activating against, foundational science and consumer insights. We evolved the marketing system to accelerate marketing effectiveness and long-term adult smoker transition potential. We led the industry in engaging with policymakers to adopt harm reduction, not prohibition, as the proper framework for tobacco regulation in the U.S. | | ■ Establish a consumer-centric adjacency growth system to enable value creation through investments, partnerships and rapid test-and-learn. | We met expectations as we expanded the venture growth framework beyond cannabis to support a long-term adjacency growth system. We supported long-term adjacency exploration through consumer research, product evaluation, brand insights and third-party engagement. We built and expanded infrastructure to identify, evaluate and govern adjacent strategic opportunities. We executed an international learning plan. |

  63. Annual Incentive Award Measures ($ in millions, except per share data)

    | Altria Group, Inc. – Proxy Statement | 37 |

  64. 2023 Annual Incentive Award Target Percentages, Award Ranges and Actual Awards

    2023 Annual Incentive Award Target Percentages, Award Ranges and Actual Awards

  65. 2023 Annual Incentive Award Target Percentages, Award Ranges and Actual Awards

    | | | | | | 2023 | | | | | | | | | | Business | Individual | Actual Award for | | | | | | | Target | Performance | Performance | 2023 Performance | | | | | Salary | Target | Award (1) | Rating (2) | Multiplier (3) | | (% of | | Name | Band | ($) | (%) | ($) | (%) | (%) | ($) | target) | | William F. Gifford, Jr. | A | 1,350,000 | 165 | 2,227,500 | 98 | 125 | 2,730,000 | 123 | | Salvatore Mancuso | B | 766,800 | 95 | 728,460 | 98 | 115 | 821,000 | 113 | | Murray R. Garnick | B | 1,001,000 | 95 | 950,950 | 98 | 115 | 1,071,700 | 113 | | Jody L. Begley | B | 758,900 | 95 | 720,955 | 98 | 115 | 812,500 | 113 | | Heather A. Newman | C | 639,600 | 80 | 511,680 | 98 | 130 | 651,900 | 127 |

  66. 2023 Annual Incentive Award Target Percentages, Award Ranges and Actual Awards

    | (1) Assumes 100% business and individual performance. |

  67. 2023 Annual Incentive Award Target Percentages, Award Ranges and Actual Awards

    | (2) The business performance rating can range from 0% to 130%. |

  68. 2023 Annual Incentive Award Target Percentages, Award Ranges and Actual Awards

    | (3) The individual performance multipliers for our NEOs other than the CEO are based on individual performance on a five-point scale and can range from 0% to 150%. The individual performance multiplier for our CEO is determined at the Committee’s discretion and can range from 0% to 175%. |

  69. Long-Term Incentive Compensation

    Long-Term Incentive Compensation We award long-term incentives to executive officers through a combination of equity awards and performance-based cash incentive awards under the LTIP. For equity awards, our CEO received a mix of 50% RSUs and 50% PSUs and our other NEOs received a mix of 60% RSUs and 40% PSUs. Together, PSUs and the LTIP are targeted to deliver 70% of our CEO’s and 64% of our NEOs’ target long-term incentives through performance-based elements, with the remainder comprised of time-based RSUs.

  70. Target Long-Term Incentive Mix (1)

    Target Long-Term Incentive Mix (1)

  71. Target Long-Term Incentive Mix (1)

    | (1) This chart reflects target awards under the 2023 – 2025 LTIP performance cycle and target equity awards granted in 2023. |

  72. Target Long-Term Incentive Mix (1)

    | 38 | www.altria.com |

  73. Long-Term Incentive Compensation: Equity Awards

    Long-Term Incentive Compensation: Equity Awards

  74. Long-Term Incentive Compensation: Equity Awards

    | 2023 Equity Award Highlights ■50% RSUs / 50% PSUs for our CEO ■60% RSUs / 40% PSUs for our other NEOs ■Vesting period of at least three years ■RSUs: Cash dividend equivalent payments ■PSUs: Dividend equivalents not paid until end of performance period and based on shares actually earned ■NEO grant award values based on: ■Executive’s individual performance in year prior to the grant; ■Executive’s potential for advancement at the time of grant (other than our CEO); ■Committee discretion; and ■Competitive benchmarking. ■Number of RSUs and PSUs awarded is based on fair market value of our stock on the grant date ■Strong stock ownership and holding requirements |

  75. Long-Term Incentive Compensation: Equity Awards

    Equity awards are intended to focus executives on increasing long-term shareholder value, enhance executive retention and promote executive stock ownership. Award amounts recognize prior year individual performance and, for our NEOs other than our CEO, factors such as potential for advancement and retention. Vesting amounts reflect any stock appreciation and, for PSUs, performance against the financial measures during the vesting period. The awards generally vest three years after the date of the award, subject to earlier vesting on death, disability, retirement on or after age 65 or potentially in connection with a change in control. This vesting period is intended to retain and motivate executives, while promoting long-term performance. The number of PSUs granted to an executive represents a target number of shares; for PSUs awarded in 2023, the actual share payout can range from 0% to 156% of the target based on company performance against specified measures. For RSUs, recipients receive cash dividend equivalents during the vesting period. For PSUs, dividends are accrued and paid out at the end of the performance period based on the final number of PSUs that vest, if any. The Committee annually reviews equity award targets against competitive data. From time to time, the Committee grants special equity awards to select executives in key roles or with high potential for advancement for purposes of retention and to align with benchmarking data. These special equity awards generally have a longer vesting period of five years. No special equity awards were granted to our NEOs in 2023. The Committee establishes a target and range of equity awards before granting equity awards to our CEO based on its assessment of his performance, Altria’s performance and competitive data. For our NEOs other than our CEO, the Committee establishes an appropriate target and range of equity awards, which is based on each NEO’s salary band, potential for advancement, individual performance and competitive data. The Committee then approves awards based on potential for advancement and individual performance. Individual awards are generally granted on the date of Committee approval and capped under our 2015 PIP and our 2020 PIP. No individual is guaranteed an award. Beginning in 2023, the Committee increased our CEO’s target for annual equity awards from $5.4 million to $6.0 million and adjusted the split for our CEO from 60% RSUs and 40% PSUs to 50% RSUs and 50% PSUs. The Committee made this adjustment as a result of its market analysis for the CEO position and to further align our CEO’s interests with those of our shareholders. The targets and actual equity awards for grants made to our NEOs in 2023 were as follows:

  76. Long-Term Incentive Compensation: Equity Awards

    | | | Equity | Equity | Actual Equity | | | Band at | Target | Award Range | Award (1) | | Name | Grant Date | ($) | ($) | ($) | | William F. Gifford, Jr. | A | 6,000,000 | 3,600,000 - 9,000,000 | 6,600,049 | | Salvatore Mancuso | B | 1,750,000 | 1,050,000 - 2,625,000 | 2,012,588 | | Murray R. Garnick (2) | B | 1,750,000 | 1,050,000 - 2,625,000 | 2,012,588 | | Jody L. Begley | B | 1,750,000 | 1,050,000 - 2,625,000 | 2,012,588 | | Heather A. Newman | C | 990,000 | 594,000 - 1,485,000 | 1,386,081 |

  77. Long-Term Incentive Compensation: Equity Awards

    (1)The amount shown is the aggregate grant date fair value of stock awards determined pursuant to Financial Accounting Standards Board (“FASB”) Codification Topic 718. The number of RSUs and PSUs awarded in 2023, together with the grant date values and vesting terms of the RSUs and the PSUs awarded, is disclosed in the Grants of Plan-Based Awards during 2023 table on page 51. (2)Under the terms of the award agreements, Mr. Garnick forfeited his 2023 equity awards upon his retirement effective April 1, 2024. In lieu of these forfeited awards and consistent with the Committee’s Guidelines on Compensation Treatment for Departing Executive Officers, the Committee approved (i) a prorated cash payment to Mr. Garnick for his 2023 RSUs and (ii) a prorated cash payment, if any, for his 2023 PSUs, which will be based on actual performance against the financial performance measures after the performance period ends in 2025. Both payments will be prorated for his employment during the vesting period.

  78. Long-Term Incentive Compensation: Equity Awards

    | Altria Group, Inc. – Proxy Statement | 39 |

  79. Financial Performance Measures for 2023 PSUs

    Financial Performance Measures for 2023 PSUs The formula for determining the number of shares delivered to our NEOs at the conclusion of the 2023 – 2025 performance cycle for the 2023 PSUs is:

  80. Financial Performance Measures for 2023 PSUs

    | 2023 PSUs Granted | Financial Performance Rating | | | | | Altria Shares Delivered | | x | Adjusted Diluted EPS Growth 75% | + | Cash Conversion (1) 25%x | Relative TSR (2) +/- 20% | = | |

  81. Financial Performance Measures for 2023 PSUs

    | (1) Defined as the portion of our adjusted net earnings that is converted to adjusted discretionary cash flow. |

  82. Financial Performance Measures for 2023 PSUs

    | (2) Versus the companies that comprised the S&P 500 Food, Beverage & Tobacco Index as of January 1, 2023 and remain in the Index as of December 31, 2025. |

  83. Financial Performance Measures for 2023 PSUs

    The weighted ratings of the financial measures, adjusted by the TSR modifier, determine the aggregate rating and the number of shares payable under the PSU awards. The aggregate score may not exceed 156% of target. The Committee believes that the combination of these measures provides solid alignment between Altria’s business strategies and our shareholders’ interests.

  84. 2021 PSU Performance

    2021 PSU Performance The PSUs granted in February 2021 with a 2021 – 2023 performance cycle (“2021 PSUs”) were measured against adjusted diluted EPS growth and cash conversion with the weighted result of these measures subject to a potential increase or decrease of up to 20% based on relative TSR versus the S&P 500 Food, Beverage & Tobacco Index. The tables below reflect the performance of the 2021 PSUs against each measure, followed by the final determination of the number of shares of Altria common stock delivered to each NEO at the end of the three-year performance period (expressed as a percentage of the number of PSUs originally awarded).

  85. 2021 PSU Performance

    | Financial Metrics | Results and Rating (from 0% - 130%) | Weighting | Weighted Rating | | 2021 – 2023 Adjusted Diluted EPS Growth (1)(2) (Rating Range) | | 75% | 64.4% | | 2021 – 2023 Cash Conversion (1)(2) (Rating Range) | | 25% | 27.0% | | | | | 91.4% | | | | Multiplied By: | | | 2021 – 2023 Relative TSR Percentile (3)(4) (Rating Range) | | | 102% | | 2021 PSU Rating (0% - 156%) (rounded) | | | 93% |

  86. 2021 PSU Performance

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

  87. 2021 PSU Performance

    | (2) Rating for each metric cannot exceed 130%. |

  88. 2021 PSU Performance

    | (3) Versus the companies that comprised the S&P 500 Food, Beverage & Tobacco Index as of January 1, 2021 and remained in the Index as of December 31, 2023. |

  89. 2021 PSU Performance

    | (4) Altria’s three-year relative TSR percentile and cumulative percent return for the three-year period ending December 31, 2023, using the average closing price of the first and last 30 trading days of the performance period. |

  90. 2021 PSU Performance

    | 40 | www.altria.com |

  91. 2021 PSU Performance

    The 2021 PSUs granted and number of shares of Altria common stock delivered to our NEOs in February 2024 were as follows:

  92. 2021 PSU Performance

    | | 2021 PSUs | 2021 PSU | Altria Shares | | | Granted | Performance Rating | Delivered | | Name | (#) | (%) | (#) | | William F. Gifford, Jr. | 50,468 | 93 | 46,936 | | Salvatore Mancuso | 16,928 | 93 | 15,744 | | Murray R. Garnick | 16,928 | 93 | 15,744 | | Jody L. Begley | 16,928 | 93 | 15,744 | | Heather A. Newman | 9,993 | 93 | 9,294 |

  93. Long-Term Incentive Compensation: 2023 – 2025 LTIP Awards

    Long-Term Incentive Compensation: 2023 – 2025 LTIP Awards

  94. Long-Term Incentive Compensation: 2023 – 2025 LTIP Awards

    | 2023 – 2025 LTIP Highlights ■Three-year performance cycle ■Awards based on our performance against long-term financial and strategic goals and individual performance |

  95. Long-Term Incentive Compensation: 2023 – 2025 LTIP Awards

    The 2023 – 2025 LTIP is a long-term cash incentive performance plan that uses a three-year performance cycle (January 1, 2023 to December 31, 2025), an approach consistent with our long-term strategic planning process. At the beginning of each performance cycle, the Committee approves long-term financial and strategic performance goals, to be measured after completion of the performance cycle. The financial measures and the strategic initiatives are each weighted 50%. Each executive has an award target based on his or her salary band. Awards are payable in cash after the end of the three-year performance cycle based on the Committee’s assessment of Altria’s actual performance against the financial measures and strategic initiatives during the entire award cycle. The Committee retains the discretion to adjust individual awards upward or downward based on individual performance, and no individual is guaranteed an award. The Committee considers each of our NEO’s earnings opportunity under the LTIP when setting compensation each year; however, those opportunities remain at risk until the Committee’s final assessment after the end of the three-year performance cycle. The following formula is the basis for determining the 2023 – 2025 LTIP awards for our NEOs:

  96. Long-Term Incentive Compensation: 2023 – 2025 LTIP Awards

    | Salary x Target % (1) (Band A and B) | LTIP Business Performance Rating | | | | | | | | | | x | | | | | | | | = | Three-Year LTIP Award | | | Adjusted Diluted EPS Growth | + | Cash Conversion (2)x | Relative TSR (3) +/- 20% | + | Strategic Initiatives/ Other Considerationsx | Individual Performance Assessment | | | | Or | | | | | | | | | | | Dollar Target (1) (Below Band B) | 75% | | 25% | | | | | | | | | 50% | | | | | 50% | | | |

  97. Long-Term Incentive Compensation: 2023 – 2025 LTIP Awards

    | (1) In the event of a salary or band change during the performance cycle, the award target will be adjusted on a prorated basis. |

  98. Long-Term Incentive Compensation: 2023 – 2025 LTIP Awards

    | (2) Defined as the portion of our adjusted net earnings that is converted to adjusted discretionary cash flow. |

  99. Long-Term Incentive Compensation: 2023 – 2025 LTIP Awards

    | (3) Versus the companies that comprised the S&P 500 Food, Beverage & Tobacco Index as of January 1, 2023 and remain in the Index as of December 31, 2025. |

  100. Long-Term Incentive Compensation: 2023 – 2025 LTIP Awards

    | Altria Group, Inc. – Proxy Statement | 41 |

  101. Long-Term Incentive Compensation: 2023 – 2025 LTIP Awards

    Whereas the 2023 PSUs are based entirely on the financial measures shown in the formula above, the financial measures count for half of the 2023 – 2025 LTIP business performance rating, with performance against the strategic initiatives counting for the other half. Specific details regarding the strategic performance initiatives are approved by the Committee at the beginning of the cycle, but are not disclosed publicly before the end of the cycle because they are competitively sensitive. We expect to disclose the relevant performance metrics for the 2023 – 2025 LTIP performance cycle (as we do below for the 2021 – 2023 LTIP) after the compensation decisions for the then-current NEOs have been made. Following the conclusion of the 2023 – 2025 LTIP performance cycle, the Committee will assess Altria’s performance against the financial measures (adjusted by the TSR modifier) and strategic initiatives to determine the final LTIP business performance rating, which can range from 0% to 143%. The Committee, with respect to the CEO, and the CEO, with respect to the other NEOs, may also consider the individual performance of each executive to determine the executive’s individual performance assessment, which can range from 0% to 150%. The award targets for our NEOs for the 2023 – 2025 LTIP performance cycle before the application of the business performance rating and individual performance assessment, which will not be applied until after the end of the 2023 – 2025 performance cycle, are:

  102. Long-Term Incentive Compensation: 2023 – 2025 LTIP Awards

    | | | | Individual | | | | Band Target | Award | | | | (% of Salary for bands A and B, | Target (1) | | Name | Band | $ for band C) | ($) | | William F. Gifford, Jr. | A | 260% | 3,510,000 | | Salvatore Mancuso | B | 140% | 1,062,973 | | Murray R. Garnick (2) | B | 140% | 1,398,431 | | Jody L. Begley | B | 140% | 1,059,634 | | Heather A. Newman | C | 676,500 | 676,500 |

  103. Long-Term Incentive Compensation: 2023 – 2025 LTIP Awards

    | (1) The award targets reflect prorated amounts for Messrs. Mancuso, Garnick and Begley due to salary changes during 2023. While Ms. Newman had a salary change during 2023, salary changes do not impact band C LTIP participants due to band C having a dollar target versus bands A and B having a target as a percentage of salary. |

  104. Long-Term Incentive Compensation: 2023 – 2025 LTIP Awards

    | (2) Consistent with the Committee’s Guidelines on Compensation Treatment for Departing Executive Officers, the Committee approved a prorated cash payment, if any, for Mr. Garnick’s 2023 – 2025 LTIP, which will be based on actual performance against the financial and strategic performance measures after the performance period ends in 2025 and prorated for his employment through the date of his retirement. |

  105. Long-Term Incentive Compensation: 2021 – 2023 LTIP Awards

    Long-Term Incentive Compensation: 2021 – 2023 LTIP Awards The 2021 – 2023 LTIP used a three-year performance cycle (January 1, 2021 to December 31, 2023) with the same financial measures, weightings and formula as the 2023 – 2025 LTIP described above. The 2021 – 2023 LTIP performance cycle concluded on December 31, 2023 and rewarded achievement of financial and strategic measures (each weighted 50%) intended to create value for shareholders. The Committee assigned ratings from 0% to 130% based on performance against these measures.

  106. Long-Term Incentive Compensation: 2021 – 2023 LTIP Awards

    | 42 | www.altria.com |

  107. Long-Term Incentive Compensation: 2021 – 2023 LTIP Awards

    Our performance against the financial measures was as follows:

  108. Long-Term Incentive Compensation: 2021 – 2023 LTIP Awards

    | Financial Metrics (50%) | Results and Rating (from 0% - 130%) | Weighting | Weighted Rating | | 2021 – 2023 Adjusted Diluted EPS Growth (1)(2) (Rating Range) | | 75% | 64.4% | | 2021 – 2023 Cash Conversion (1)(2) (Rating Range) | | 25% | 27.0% | | | | | 91.4% | | | | Multiplied By: | | | 2021 – 2023 Relative TSR Percentile (3)(4) (Rating Range) | | | 102% | | 2021 – 2023 LTIP Financial Measures Rating (0% - 156%) (rounded) | | | 93% |

  109. Long-Term Incentive Compensation: 2021 – 2023 LTIP Awards

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

  110. Long-Term Incentive Compensation: 2021 – 2023 LTIP Awards

    | (2) Rating for each metric cannot exceed 130%. |

  111. Long-Term Incentive Compensation: 2021 – 2023 LTIP Awards

    | (3) Versus the companies that comprised the S&P 500 Food, Beverage & Tobacco Index as of January 1, 2021 and remained in the Index as of December 31, 2023. |

  112. Long-Term Incentive Compensation: 2021 – 2023 LTIP Awards

    | (4) Altria’s three-year relative TSR percentile and cumulative percent return for the three-year period ending December 31, 2023, using the average closing price of the first and last 30 trading days of the performance period. |

  113. Long-Term Incentive Compensation: 2021 – 2023 LTIP Awards

    The Committee also assessed performance against the strategic initiatives listed below. In addition, the Committee determined that it would be appropriate to take into account the overall positioning of our companies’ innovative smoke-free portfolio at the end of 2023 versus the beginning of 2021. For example, at the beginning of 2021, we faced significant challenges with our innovative smoke-free portfolio. Our participation in the e-vapor category was a minority investment in JUUL, which was being challenged by the FTC, and had strict non-competition provisions. Our participation in the heated tobacco category was through a contractual relationship with Philip Morris International Inc. (“PMI”) and subject to a defined expiration date. By the end of 2023, we had negotiated a buyout of our commercialization rights to the IQOS tobacco heating system and entered into a joint venture with JTI to enable a more favorable long-term strategy in heated tobacco, along with a heated tobacco product developed internally during the plan cycle. We also exited our minority interest in JUUL, while achieving dismissal of the FTC action, and acquired global ownership of NJOY, including NJOY ACE, the only pod-based product with market authorization from the FDA. While the investment in NJOY and associated plans to invest in the brand’s expansion caused us to fall short of the adjusted diluted EPS target (as shown above), the Committee recognized that our companies’ innovative smoke-free portfolio had significantly improved during the plan cycle. Performance against the strategic initiatives was as follows:

  114. Long-Term Incentive Compensation: 2021 – 2023 LTIP Awards

    | Strategic Initiatives (50%) | Performance against Strategic Initiatives | | ■ Submit a PMTA for an internally developed novel oral product, while testing an internally developed heated tobacco product in an international market to make significant progress towards submitting a PMTA in 2024. | We underperformed expectations as our PMTA for an internally developed novel oral product was planned to be submitted by end of 2023, but we delayed the submission to finalize the product, engineering and packaging. Additionally, an internally developed heated tobacco product was not tested in an international market. |

  115. Long-Term Incentive Compensation: 2021 – 2023 LTIP Awards

    | Altria Group, Inc. – Proxy Statement | 43 |

  116. Long-Term Incentive Compensation: 2021 – 2023 LTIP Awards

    | Strategic Initiatives (50%) | Performance against Strategic Initiatives | | ■ Exceed contractual terms of the agreement with PMI regarding the commercialization of the IQOS tobacco heating system required by 2023 and broaden product availability to two sales regions. | We exceeded the goal of this initiative based on the terms of our negotiated buyout of our commercialization rights to the IQOS tobacco heating system. We received $2.7 billion in cash from PMI and maintained IQOS exclusivity through April 2024. The buyout enabled a capital-neutral acquisition of NJOY and a more favorable long-term heated tobacco strategy through our joint venture with JTI. | | ■ Deliver on! volume of 237 million cans over three years or achieve at least a 25-share position in the nicotine pouch segment. | We met expectations as our cumulative shipped volume was above our target of 237 million cans. | | ■ Make progress toward reaching our I&D Aiming Points versus 2020, identify and address potential barriers to equal opportunity and establish plans to ensure we have the talent we need for roles aligned to critical business priorities. | We met expectations as we made progress toward being an inclusive place to work for all employees, regardless of level, demographic group or work function, as measured by employee surveys throughout the performance period. We conducted extensive research on the employee experience by demographic group and leveraged systems, such as our internal job posting system, to address potential barriers to equal opportunity. We also had strong, diverse succession plans in place for executive and critical roles and hired highly capable talent in such roles to help advance progress against our Vision. | | ■ Maximize the contribution of our investments to our long-term value. | We met expectations as we exchanged our entire minority economic investment in JUUL for a non-exclusive, irrevocable global license to JUUL heated tobacco intellectual property. We resolved the majority of JUUL-related state and federal cases for $235 million. We gained a dismissal order from the FTC concerning our original JUUL investment. We actively engaged with Cronos’s board and management to execute plans in the best interest of all shareholders. Our ABI adjusted equity earnings increased from $540 million in 2020 to $628 million in 2023 (5.2% CAGR)(1) and we received $386 million in cumulative dividends from ABI over the three-year period. | | 2021 – 2023 LTIP Strategic Measures Rating (0% - 130%) | 115% | | 2021 – 2023 LTIP Business Performance Rating (50% Financial, 50% Strategic) (0% - 143%) | 104% |

  117. Long-Term Incentive Compensation: 2021 – 2023 LTIP Awards

    | (1) ABI adjusted equity earnings is a non-GAAP financial measure. See Exhibit A to this Proxy Statement for information regarding non-GAAP financial measures used in this Proxy Statement and reconciliations of such non-GAAP financial measures to the most directly comparable GAAP financial measures. |

  118. Long-Term Incentive Compensation: 2021 – 2023 LTIP Awards

    Using the above formula, the 2021 – 2023 LTIP awards for our NEOs were determined based on the target percentages and business and individual performance assessments as follows:

  119. Long-Term Incentive Compensation: 2021 – 2023 LTIP Awards

    | | | | LTIP | | | | | | Individual | Business | Individual | 2021 – 2023 | | | | Award | Performance | Performance | Actual | | | | Target (1) | Rating | Assessment | Award | | Name | Band | ($) | (0% - 143%) | (0% - 120%) | ($) | | William F. Gifford, Jr. | A | 3,835,490 | 104 | 100 | 3,990,000 | | Salvatore Mancuso | B | 1,158,118 | 104 | 100 | 1,204,400 | | Murray R. Garnick | B | 1,567,674 | 104 | 100 | 1,630,400 | | Jody L. Begley | B | 1,168,111 | 104 | 100 | 1,214,800 | | Heather A. Newman | C | 791,505 | 104 | 100 | 823,200 |

  120. Long-Term Incentive Compensation: 2021 – 2023 LTIP Awards

    | (1) Award targets reflect the LTIP transition multiplier of 117%, which takes into account the change from three-year end-to-end performance cycles to overlapping performance cycles that began with the 2020 – 2022 LTIP and conclude with the 2021 – 2023 LTIP. During the 2021 – 2023 performance period, award targets also reflect prorations due to salary changes for bands A and B. See “Use of Overlapping LTIP Performance Cycles” beginning on page 40 of our Proxy Statement for our 2021 Annual Meeting (filed with the SEC on April 8, 2021) for further explanation of the use of the transition multipliers. |

  121. Long-Term Incentive Compensation: 2021 – 2023 LTIP Awards

    | 44 | www.altria.com |

  122. Post-Termination Benefits and Change in Control Payments

    Post-Termination Benefits and Change in Control Payments We provide post-termination benefits to our NEOs, including retirement benefits and termination payments, if applicable, as well as payments in connection with a change in control.

  123. Post-Termination Benefits and Change in Control Payments

    | ■ | Retirement Benefits. Our NEOs participate in certain qualified and non-qualified retirement plans, which we believe promote executive retention and provide the opportunity for financial security in retirement. These retirement benefits are discussed in more detail in the narrative following the Pension Benefits table on page 53 and the Non-Qualified Deferred Compensation table on page 55. |

  124. Post-Termination Benefits and Change in Control Payments

    | ■ | Change in Control Payments. Our 2015 PIP and our 2020 PIP include a double-trigger provision for vesting or payment of annual incentive awards, equity awards and long-term incentive cash awards, provided that the successor entity continues or assumes the plans and awards or replaces them with substantially similar awards. The details of these provisions are discussed under “Payments upon Change in Control or Termination of Employment” beginning on page 56. |

  125. Post-Termination Benefits and Change in Control Payments

    | ■ | Termination Payments. The Severance Pay Plan for Salaried Employees (“Severance Plan”), which is generally applicable to all salaried employees, provides an opportunity for financial protection in the event of an involuntary termination of employment. This plan is discussed further under “Payments upon Change in Control or Termination of Employment” beginning on page 56. |

  126. Role of the Compensation and Talent Development Committee

    | ■ | Determines ratings for Altria’s performance for the annual and long-term incentive award formulas. |

  127. Committee Establishment of CEO Performance Goals and CEO Performance Evaluation

    Committee Establishment of CEO Performance Goals and CEO Performance Evaluation At the beginning of each year, our CEO proposes annual individual performance goals to the Committee for its consideration. The Committee establishes final goals and reviews them with our Board. Following the end of the year, the Committee discusses with our CEO his performance against the goals established the prior year and then, in its sole discretion, determines and approves our CEO’s compensation. Other than discussing his prior year performance with the Committee, our CEO has no role in setting his own compensation.

  128. Role of Consultants

    Role of Consultants

  129. Role of Consultants

    | Beginning in August 2023, the Committee engaged Meridian Compensation Partners (“Meridian”) as the Committee’s independent consultant. |

  130. Role of Consultants

    Meridian is expected to provide the Committee advice and services, including:

  131. Role of Consultants

    | ■ | Regularly participating in Committee meetings, including executive sessions that exclude management; |

  132. Role of Consultants

    | ■ | Providing advice and making recommendations with regard to executive compensation; |

  133. Role of Consultants

    | ■ | Consulting with the Committee Chair and being available to consult with other Committee members between meetings; |

  134. Role of Consultants

    | ■ | Advising on the composition of the CSG; |

  135. Role of Consultants

    | ■ | Advising on our proxy statement and CD&A and supporting shareholder engagement on our executive compensation program; |

  136. Role of Consultants

    | ■ | Providing competitive compensation information focused on chief executive officer pay primarily from public filings, including annual proxy filings, by companies within our CSG; and |

  137. Role of Consultants

    | ■ | Providing a risk assessment with respect to our executive compensation program. |

  138. Role of Consultants

    For the year ended December 31, 2023, Meridian provided no services to Altria other than consulting services to the Committee regarding executive compensation. The Committee reviews the current engagement and the objectivity and independence of the advice that Meridian provides on executive compensation. The Committee considered the six specific independence factors identified by the SEC and the NYSE and determined that Meridian is independent and Meridian’s work did not raise any conflicts of interest. Management engages Aon plc (“Aon”), which conducts a survey of CSG companies. The survey collects compensation data and competitive practices. Aon also provides benchmarking regarding non-employee director compensation. Aon provides neither advice nor recommendations on the form or amount of our executive or director compensation, nor does Aon attend Board or Committee meetings. The Committee considers any data provided by Aon as part of the Committee’s executive compensation decision-making process.

  139. Benchmarking

    Benchmarking

  140. Compensation Survey Group

    | Risk-Mitigating Features ■Appropriate compensation mix of fixed versus at-risk variable pay, annual versus long-term pay, cash versus equity and performance-based versus non-performance-based pay ■Multiple objective performance factors used for annual and long-term incentive awards, coupled with the Committee’s discretion to approve awards at lower than target ■Caps on annual and long-term incentive plan formulas ■Peer company benchmarking ■Significant stock ownership, holding requirements and anti-hedging/anti-pledging policies ■“Clawback” policies providing for the adjustment or recovery of executive compensation upon the restatement of our financial statements ■Individual performance assessments that align NEO interests with the interests of shareholders |

  141. “Clawback” Policies Regarding the Adjustment or Recovery of Compensation

    “Clawback” Policies Regarding the Adjustment or Recovery of Compensation We have “clawback” policies providing for the adjustment or recovery of compensation in certain circumstances. Our clawback policy applicable to executive officers, which we filed as an exhibit to our 2023 Form 10-K, is structured to comply with the requirements of the Dodd-Frank Act and became effective on December 1, 2023. Under this policy, if we are required to restate our financial statements, we are generally required to recover reasonably promptly from any current or former executive officer any incentive-based compensation that would not have been paid but for the incorrect financial statements. The recovery requirement applies to incentive-based compensation received during the three fiscal years preceding the restatement. Incentive-based compensation is any compensation that is granted, earned or vested, based on the achievement of a financial reporting measure, such as annual incentive awards, LTIP awards and PSUs. In addition to the executive officer policy, our existing clawback policy applicable to all executives continues to apply. Under that policy, if we are required to restate our financial statements, our Board or the Committee, in its discretion, may take such action as it deems necessary or appropriate to address the events that gave rise to the restatement and to prevent its recurrence. Such action may include, to the extent permitted by applicable law, in appropriate cases, requiring partial or full reimbursement of any bonus or other incentive compensation paid to the executive, causing the partial or full cancellation of RSUs or PSUs, adjusting the future compensation of such executive and dismissing or taking legal action against the executive, in each case as our Board or the Committee determines to be in the best interests of Altria and our shareholders.

  142. Summary Compensation Table

    Summary Compensation Table The following table provides the compensation information of our NEOs for 2023, 2022 and 2021.

  143. Summary Compensation Table

    | | | | | Non-Equity | | | | | | | | | | Incentive Plans | | | | | | | | | | Annual | Long-Term | Change in | | | | | | | Stock Awards | Incentive | Incentive | Pension | All Other | | | Name and Principal | | Salary | Grant Value (1) | Plan | Plan | Value (2) | Compensation (3) | Total | | Position during 2023 | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | William F. Gifford, Jr., | 2023 | 1,350,000 | 6,600,049 | 2,730,000 | 3,990,000 | 3,630,508 | 228,071 | 18,528,628 | | Chief Executive Officer, | 2022 | 1,333,333 | 6,500,044 | 2,580,000 | 5,570,000 | — | 216,323 | 16,199,700 | | Altria Group, Inc. | 2021 | 1,250,000 | 6,000,059 | 2,754,000 | — | 2,487,905 | 135,008 | 12,626,972 | | Salvatore Mancuso, | 2023 | 743,983 | 2,012,588 | 821,000 | 1,204,400 | 1,375,541 | 84,406 | 6,241,918 | | Executive Vice | 2022 | 704,367 | 2,012,554 | 791,100 | 1,706,500 | — | 80,445 | 5,294,966 | | President and Chief Financial Officer, Altria Group, Inc. | 2021 | 672,250 | 2,012,526 | 835,400 | — | 548,562 | 77,233 | 4,145,971 | | Murray R. Garnick, | 2023 | 994,433 | 2,012,588 | 1,071,700 | 1,630,400 | — | 159,173 | 5,868,294 | | Executive Vice | 2022 | 955,433 | 2,012,554 | 1,071,600 | 2,392,900 | — | 153,323 | 6,585,810 | | President and General Counsel, Altria Group, Inc. | 2021 | 920,833 | 2,012,526 | 1,141,400 | — | — | 148,133 | 4,222,892 | | Jody L. Begley, | 2023 | 752,650 | 2,012,588 | 812,500 | 1,214,800 | 1,439,900 | 85,273 | 6,317,711 | | Executive Vice | 2022 | 713,950 | 2,275,028 | 838,800 | 1,660,500 | — | 81,403 | 5,569,681 | | President and Chief Operating Officer, Altria Group, Inc. | 2021 | 672,250 | 2,012,526 | 944,400 | — | 713,170 | 77,233 | 4,419,579 | | Heather A. Newman, | 2023 | 633,000 | 1,386,081 | 651,900 | 823,200 | 824,942 | 73,308 | 4,392,431 | | Senior Vice President, | 2022 | 569,650 | 1,386,030 | 636,500 | 1,108,600 | — | 66,973 | 3,767,753 | | Chief Strategy and Growth Officer, Altria Group, Inc. | 2021 | 517,083 | 1,188,045 | 611,700 | — | 502,963 | 61,716 | 2,881,507 |

  144. Summary Compensation Table

    | (1) The amount shown is the aggregate grant date fair value of stock awards determined pursuant to FASB Codification Topic 718. The number of RSUs and PSUs awarded in 2023, together with their grant date values and vesting terms, is disclosed in the Grants of Plan-Based Awards during 2023 table on page 51. The assumptions we used in calculating the grant date fair values of the RSUs and the PSUs awarded in 2023 are described in Note 12 “Stock Plans” to our consolidated financial statements in the 2023 Form 10-K. The table below provides the grant date fair value of the PSUs awarded in 2023 for each of our NEOs assuming the maximum performance level is achieved. |

  145. Summary Compensation Table

    | William F. Gifford, Jr. | Salvatore Mancuso | Murray R. Garnick | Jody L. Begley | Heather A. Newman | | ($) | ($) | ($) | ($) | ($) | | 5,147,989 | 1,255,826 | 1,255,826 | 1,255,826 | 864,925 |

  146. Summary Compensation Table

    Under the terms of the award agreements, Mr. Garnick forfeited the 2022 and 2023 equity awards reflected above upon his retirement effective April 1, 2024. In lieu of these forfeited awards and consistent with the Committee’s Guidelines on Compensation Treatment for Departing Executive Officers, the Committee approved (i) prorated cash payments to Mr. Garnick for his 2022 and 2023 RSUs and (ii) prorated cash payments, if any, for his 2022 and 2023 PSUs, which will be based on actual performance against the financial performance measures after the performance period ends in 2024 and 2025, respectively. All payments will be prorated for his employment during each vesting period.

  147. Summary Compensation Table

    | (2) The amounts show the change in the present value of each NEO’s pension benefits for each year from December 31 of the prior year to December 31 of the applicable year. Changes in present values are due to a variety of factors, including growth in benefit due to additional pay and service, passage of time and a change in the discount rate and mortality assumptions. Mr. Garnick was hired after January 1, 2008 and, therefore, is not covered under our pension plans. |

  148. Summary Compensation Table

    | (3) Details of other compensation for each of our NEOs appear in the All Other Compensation table shown below. |

  149. Summary Compensation Table

    | Altria Group, Inc. – Proxy Statement | 49 |

  150. Grants of Plan-Based Awards during 2023

    Grants of Plan-Based Awards during 2023

  151. Grants of Plan-Based Awards during 2023

    | | | | | | | | | All Other | | | | | | | | | | | Stock Awards: | | | | | | | | Estimated Future Payouts | | | Number of | Grant Date | | | | Estimated Future Payouts Under | | | Under Equity Incentive Plan | | | Shares of | Fair Value | | | | Non-Equity Incentive Plan Awards | | | Awards (3) | | | Stock | of Stock | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | or Units (4) | Awards (5) | | Name | Grant Date | ($) | ($) | ($) | (#) | (#) | (#) | (#) | ($) | | William F. Gifford, Jr. | 2023 | — | 2,227,500 | 5,067,563(1) | | | | | | | | 2023 – 2025 | — | 3,510,000 | 7,528,950(2) | | | | | | | | 2/27/2023 | | | | — | 67,013 | 104,540 | | 3,300,002 | | | 2/27/2023 | | | | | | | 70,311 | 3,300,047 | | Salvatore Mancuso | 2023 | — | 728,460 | 1,420,497(1) | | | | | | | | 2023 – 2025 | — | 1,062,973 | 2,280,076(2) | | | | | | | | 2/27/2023 | | | | — | 16,348 | 25,502 | | 805,044 | | | 2/27/2023 | | | | | | | 25,728 | 1,207,544 | | Murray R. Garnick (6) | 2023 | — | 950,950 | 1,854,353(1) | | | | | | | | 2023 – 2025 | — | 1,398,431 | 2,999,634(2) | | | | | | | | 2/27/2023 | | | | — | 16,348 | 25,502 | | 805,044 | | | 2/27/2023 | | | | | | | 25,728 | 1,207,544 | | Jody L. Begley | 2023 | — | 720,955 | 1,405,862(1) | | | | | | | | 2023 – 2025 | — | 1,059,634 | 2,272,915(2) | | | | | | | | 2/27/2023 | | | | — | 16,348 | 25,502 | | 805,044 | | | 2/27/2023 | | | | | | | 25,728 | 1,207,544 | | Heather A. Newman | 2023 | — | 511,680 | 997,776(1) | | | | | | | | 2023 – 2025 | — | 676,500 | 1,451,093(2) | | | | | | | | 2/27/2023 | | | | — | 11,259 | 17,564 | | 554,440 | | | 2/27/2023 | | | | | | | 17,719 | 831,641 |

  152. Grants of Plan-Based Awards during 2023

    | (1) Reflects the target and maximum awards under the 2023 Annual Incentive Award plan. Actual awards paid under the 2023 Annual Incentive Award plan are shown in the “Annual Incentive Plan” column of the Summary Compensation Table. The maximum represents the awards payable assuming the highest level of business and individual performance is achieved. |

  153. Grants of Plan-Based Awards during 2023

    | (2) Represents the possible future payouts for the full three-year performance cycle of the 2023 – 2025 LTIP to be paid in early 2026. Award targets are prorated for salary changes while in band A or B and, for all salary bands, band changes during the three-year performance cycle; prorated targets are reflected for Messrs. Mancuso, Garnick and Begley. The 2023 – 2025 LTIP performance cycle commenced on January 1, 2023 and will conclude on December 31, 2025. The maximum represents the awards payable assuming the highest level of business and individual performance is achieved. |

  154. Grants of Plan-Based Awards during 2023

    | (3) Reflects target and maximum PSUs granted to our NEOs in 2023, which will vest on February 26, 2026. The actual number of units that vest will range between 0% and 156% of target, depending on actual performance during the performance period. Holders of PSUs will accrue dividend equivalents during the performance period, which will be paid at the end of the performance period on the number of PSUs that vest. |

  155. Grants of Plan-Based Awards during 2023

    | (4) Reflects RSUs granted to our NEOs in 2023, which will vest on February 26, 2026. Holders of RSUs receive cash dividend equivalents paid quarterly during the vesting period. |

  156. Grants of Plan-Based Awards during 2023

    | (5) The amount shown is the aggregate grant date fair value of stock awards determined pursuant to FASB Codification Topic 718. The assumptions used in calculating the grant date fair values of the RSUs and the PSUs awarded in 2023 are described in Note 12 “Stock Plans” to our consolidated financial statements in the 2023 Form 10-K. |

  157. Grants of Plan-Based Awards during 2023

    | (6) Under the terms of the award agreements, Mr. Garnick forfeited his 2023 equity awards upon his retirement effective April 1, 2024. Consistent with the Committee’s Guidelines on Compensation Treatment for Departing Executive Officers, the Committee approved (i) a prorated cash payment to Mr. Garnick for his 2023 RSUs and (ii) a prorated cash payment, if any, for his 2023 PSUs, which will be based on actual performance against the financial performance measures after the performance period ends in 2025. Both payments will be prorated for his employment during the vesting period. The Committee also approved a prorated cash payment, if any, for his 2023 – 2025 LTIP, which will be based on actual performance against the financial and strategic performance measures after the performance period ends in 2025 and prorated for his employment through the date of his retirement. |

  158. Grants of Plan-Based Awards during 2023

    | Altria Group, Inc. – Proxy Statement | 51 |

  159. Outstanding Equity Awards as of December 31, 2023

    Outstanding Equity Awards as of December 31, 2023

  160. Outstanding Equity Awards as of December 31, 2023

    | | Stock Awards | | | | | | | | | | RSUs | | PSUs | | | | | | | | Equity Incentive | Equity Incentive | | | | | | | Plan Awards: | Plan Awards: | | | | | | | Number of | Market or Payout | | | | | Number of | Market Value | Unearned | Value of Unearned | | | | | Shares or | of Shares or | Shares, Units or | Shares, Units or | | | | | Units of Stock | Units of Stock | Other Rights | Other Rights | | | | | That Have Not | That Have Not | that Have Not | that Have Not | | | Grant | Vesting | Vested | Vested (1) | Vested (2) | Vested (1) | | Name | Date | Date | (#) | ($) | (#) | ($) | | William F. Gifford, Jr. | 2/27/2023 | 2/26/2026 | 70,311 | 2,836,346 | 67,013 | 2,703,304 | | | 2/24/2022 | 2/27/2025 | 78,396 | 3,162,495 | 49,909 | 2,013,329 | | | 2/25/2021 | 2/28/2024 | 80,190 | 3,234,865 | 50,468 | 2,035,879 | | | 4/16/2020 | 4/16/2025 | 51,540 | 2,079,124 | 33,735 | 1,360,870 | | Salvatore Mancuso | 2/27/2023 | 2/26/2026 | 25,728 | 1,037,868 | 16,348 | 659,478 | | | 2/24/2022 | 2/27/2025 | 24,273 | 979,173 | 15,453 | 623,374 | | | 2/25/2021 | 2/28/2024 | 26,897 | 1,085,025 | 16,928 | 682,876 | | | 8/19/2020 | 8/21/2025 | 34,357 | 1,385,961 | — | — | | Murray R. Garnick (3) | 2/27/2023 | 2/26/2026 | 25,728 | 1,037,868 | 16,348 | 659,478 | | | 2/24/2022 | 2/27/2025 | 24,273 | 979,173 | 15,453 | 623,374 | | | 2/25/2021 | 2/28/2024 | 26,897 | 1,085,025 | 16,928 | 682,876 | | Jody L. Begley | 2/27/2023 | 2/26/2026 | 25,728 | 1,037,868 | 16,348 | 659,478 | | | 2/24/2022 | 2/27/2025 | 27,439 | 1,106,889 | 17,468 | 704,659 | | | 2/25/2021 | 2/28/2024 | 26,897 | 1,085,025 | 16,928 | 682,876 | | Heather A. Newman | 2/27/2023 | 2/26/2026 | 17,719 | 714,784 | 11,259 | 454,188 | | | 2/24/2022 | 2/27/2025 | 16,717 | 674,364 | 10,642 | 429,298 | | | 2/25/2021 | 2/28/2024 | 15,878 | 640,519 | 9,993 | 403,118 | | | 8/19/2020 | 8/21/2025 | 22,905 | 923,988 | — | — |

  161. Outstanding Equity Awards as of December 31, 2023

    | (1) Market values are based on $40.34, the closing price of Altria common stock on December 29, 2023; and amount assumes target performance goals are achieved. |

  162. Outstanding Equity Awards as of December 31, 2023

    | (2) Amount assumes target performance goals are achieved. The actual number of units that vest will range between 0% to 156% of target, depending on actual performance during the applicable performance cycle. |

  163. Outstanding Equity Awards as of December 31, 2023

    | (3) Under the terms of the award agreements, Mr. Garnick forfeited his 2022 and 2023 equity awards upon his retirement effective April 1, 2024. In lieu of these forfeited awards and consistent with the Committee’s Guidelines on Compensation Treatment for Departing Executive Officers, the Committee approved (i) prorated cash payments to Mr. Garnick for his 2022 and 2023 RSUs and (ii) prorated cash payments, if any, for his 2022 and 2023 PSUs, which will be based on actual performance against the financial performance measures after the performance period ends in 2024 and 2025, respectively. All payments will be prorated for his employment during each vesting period. |

  164. Stock Vested during 2023

    Stock Vested during 2023

  165. Stock Vested during 2023

    | | Stock Awards | | | | Number of Shares | Value Realized | | | Acquired on Vesting | on Vesting | | Name | (#) | ($) | | William F. Gifford, Jr. | 99,684 | 4,637,299 | | Salvatore Mancuso | 29,155 | 1,356,874 | | Murray R. Garnick | 74,228 | 3,278,395 | | Jody L. Begley | 53,546 | 2,315,855 | | Heather A. Newman | 21,578 | 922,021 |

  166. Stock Vested during 2023

    | 52 | www.altria.com |

  167. Pension Benefits

    Pension Benefits The Pension Benefits table and the Non-Qualified Deferred Compensation table below generally reflect amounts accumulated as a result of service over the NEO’s full career with Altria and our affiliates. The increments related to 2023 are reflected in the “Change in Pension Value” column of the Summary Compensation Table or, in the case of defined contribution plans, the “Allocation to Defined Contribution Plans” column of the All Other Compensation table. Mr. Garnick was hired after January 1, 2008 and, therefore, is not covered under our pension plans.

  168. Pension Benefits

    | | | Number of | Present | | | | | Years of | Value of | Payments | | | | Credited | Accumulated | During Last | | | | Service (1) | Benefits (2) | Fiscal Year | | Name | Plan Name | (#) | ($) | ($) | | William F. Gifford, Jr. | Altria Retirement Plan | 29.25 | 1,347,924 | –– | | | Benefit Equalization Plan (pension portion) | 29.25 | 12,776,813 | –– | | Salvatore Mancuso | Altria Retirement Plan | 33.25 | 2,196,731 | –– | | | Benefit Equalization Plan (pension portion) | 33.25 | 7,821,439 | –– | | Jody L. Begley | Altria Retirement Plan | 28.50 | 1,264,030 | –– | | | Benefit Equalization Plan (pension portion) | 28.50 | 4,434,956 | –– | | Heather A. Newman | Altria Retirement Plan | 23.67 | 815,633 | –– | | | Benefit Equalization Plan (pension portion) | 23.67 | 1,787,496 | –– |

  169. Pension Benefits

    | (1) Years of credited service are as of December 31, 2023. |

  170. Pension Benefits

    | (2) The amounts shown in this column are based on a single life annuity and otherwise use the same assumptions applied for year-end 2023 financial disclosure under FASB authoritative guidance relating to retirement benefits, except that (a) the Benefit Equalization Plan (“BEP”) amounts are based on a lump sum form of payment assuming an interest rate of 5.3% and (b) in accordance with SEC requirements, all benefits are assumed to commence at the earliest date on which, assuming continued employment, the individual would be eligible for benefits that are not reduced for early commencement. See Note 17 “Benefit Plans” to our consolidated financial statements in the 2023 Form 10-K for a description of the financial accounting assumptions referred to above. |

  171. Altria Retirement Plan

    Altria Retirement Plan The majority of our employees hired prior to January 1, 2008 with at least five years of service are eligible for an annual, lifetime pension benefit from the Altria Retirement Plan. The benefit for the majority of those plan participants, including all our NEOs, other than Mr. Garnick, is based on the following formula and terms:

  172. Altria Retirement Plan

    | Pension Benefit | = | 1.45% of five-year average compensation (including certain incentive compensation plan payments) up to the applicable Social Security covered compensation amount | + | 1.75% of five-year average compensation (including certain incentive compensation plan payments) in excess of the applicable Social Security covered compensation amount | × | Years of credited service (up to a maximum of 35, except in limited circumstances) |

  173. Altria Retirement Plan

    | Altria Group, Inc. – Proxy Statement | 53 |

  174. Altria Retirement Plan

    Under the terms of the Altria Retirement Plan, credited service is limited to 35 years if incentive compensation is included in the determination of the five-year average compensation. Five-year average compensation is the highest average annual compensation (annual base salary plus incentive compensation) during a period of 60 consecutive months within the last 120 months of employment. If incentive compensation is not included in the determination of the five-year average compensation, then credited service is not limited to 35 years and the benefit for credited service over 35 years is 1.45% of the employee’s five-year average compensation. Social Security covered compensation is generally an amount equal to the average of the Social Security taxable wage bases for the 35-year period that ends in the year the participant reaches Social Security Full Retirement Age. Pension benefit amounts are expressed as a single life annuity payable commencing at age 65, the Altria Retirement Plan’s normal retirement age. The amount may be reduced as a result of permitted elections of continued payments to beneficiaries in the event of the retiree’s death and/or for commencement of payments before attaining normal retirement age. Employees who terminate employment before age 50 with vested benefits may elect to commence payment of their accrued pensions after attaining age 55. For such employees, the election to commence payments before age 65 results in a reduction in the annual amount payable at a rate of 6% per year multiplied by the number of full and partial years by which benefit commencement precedes attainment of age 65. For employees who continue in employment until age 50 or older and have completed five years or more of credited service, the reduction for early commencement is 6% for each year and partial year by which the benefit commencement precedes age 60, with a maximum reduction of 30%. If upon termination, an employee is at least age 50 with 30 years of service or age 60 or older with five years of service, the annuity immediately payable upon early retirement is 100% of that payable at normal retirement age. The result of becoming eligible for an early retirement benefit is an increase in the present value of the pension. Mr. Mancuso is currently eligible for an unreduced retirement benefit. Mr. Gifford and Mr. Begley are currently eligible for reduced early retirement benefits. Ms. Newman is not currently eligible for either a reduced or unreduced early retirement benefit.

  175. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation

  176. Non-Qualified Deferred Compensation

    | | | | | | Aggregate | | | | | Executive | Registrant | Aggregate | Withdrawals / | Aggregate | | | | Contributions | Contributions | Earnings in | Distributions | Balance at | | | | in Last Fiscal | in Last Fiscal | Last Fiscal | in Last Fiscal | Last Fiscal | | | | Year | Year (1) | Year (2) | Year | Year-End (3) | | Name | Plan Name | ($) | ($) | ($) | ($) | ($) | | William F. Gifford, Jr. | Benefit Equalization Plan (deferred profit-sharing portion) | — | 102,000 | 16,431 | — | 704,318 | | Salvatore Mancuso | Benefit Equalization Plan (deferred profit-sharing portion) | — | 41,398 | 7,274 | — | 310,890 | | Murray R. Garnick | Benefit Equalization Plan (deferred profit-sharing portion) | — | 99,665 | 31,364 | — | 1,328,082 | | Jody L. Begley | Benefit Equalization Plan (deferred profit-sharing portion) | — | 42,265 | 5,777 | — | 248,431 | | Heather A. Newman | Benefit Equalization Plan (deferred profit-sharing portion) | — | 30,300 | 1,658 | — | 73,717 |

  177. Non-Qualified Deferred Compensation

    | (1) The amounts in this column reflect contributions to the deferred profit-sharing portion of the BEP earned in 2023, which were credited to the participant’s account as of the last business day of February 2024 and are included in the “Allocation to Defined Contribution Plans” column of the All Other Compensation table on page 50. |

  178. Non-Qualified Deferred Compensation

    | (2) The values in this column consist of amounts credited as earnings for 2023 on BEP account balances. These amounts do not constitute above-market earnings and are not included in amounts reported in the Summary Compensation Table on page 49. |

  179. Non-Qualified Deferred Compensation

    | (3) The aggregate balances shown include allocations reported in the Summary Compensation Table for previous years for Mr. Gifford, $516,051; for Mr. Mancuso, $134,790; for Mr. Garnick, $538,322; for Mr. Begley, $131,737; and for Ms. Newman, $49,173. Allocations were also made for years when these individuals were not NEOs. |

  180. CEO Pay Ratio

    CEO Pay Ratio For 2023, our last completed fiscal year:

  181. CEO Pay Ratio

    | ■ | the annualized total compensation, including non-cash benefits, of our CEO (Mr. Gifford) was $18,547,812; |

  182. CEO Pay Ratio

    | ■ | the annual total compensation, including non-cash benefits, of the median Altria employee (excluding our CEO) was $151,447; and |

  183. CEO Pay Ratio

    | ■ | the ratio of our CEO’s annual total compensation to that of the median Altria employee was 122 to 1. |

  184. CEO Pay Ratio

    To identify the median employee, we used the following methodology:

  185. CEO Pay Ratio

    | ■ | We compiled a list of all employees as of December 31, 2023, which showed 6,428 total employees. |

  186. CEO Pay Ratio

    | ■ | As permitted by the de minimis exemption under applicable SEC rules, we then excluded all non-U.S. employees (152) located in Canada (41) and Sweden (111), as they represented 5% or less of our total workforce. |

  187. CEO Pay Ratio

    | ■ | We calculated the annual total compensation of each employee using a consistently applied compensation measure (“CACM”) defined as the sum of: |

  188. CEO Pay Ratio

    | ■ | IRS Form W-2 Box 1 wages plus pre-tax benefit contributions; |

  189. CEO Pay Ratio

    | ■ | an estimate of the annual change in pension value (if eligible for our defined benefit pension plan); |

  190. CEO Pay Ratio

    | ■ | Altria’s 2023 contribution to each employee’s defined contribution plan account; and |

  191. CEO Pay Ratio

    | ■ | the value of Altria-provided non-cash benefits for non-discriminatory benefit plans, including medical, dental, vision, life insurance, accidental death and dismemberment, short- and long-term disability. |

  192. CEO Pay Ratio

    | ■ | We annualized the 2023 compensation of all full- and part-time employees hired after January 1, 2023 who were not temporary or seasonal. We did not make a full-time equivalent adjustment for any employee. |

  193. CEO Pay Ratio

    | ■ | Many of our employees participate in our defined benefit pension plan and receive company contributions to their defined contribution plan accounts. We believe that adding these components to the CACM not only results in a reasonable approximation of their annual total compensation, but also mitigates large fluctuations in the median employee total compensation from one year to the next. |

  194. CEO Pay Ratio

    For purposes of the ratio described above, we determined the median employee’s total compensation for 2023 in the same manner used to determine our CEO’s total compensation for 2023 as reported in the “Total” column in the Summary Compensation Table, except that, in each case, non-cash benefits were added. Our median employee for 2023 was an AGDC employee. Many of our employees are long-tenured employees, and we employ few part-time employees. The SEC’s rules for identifying the median compensated 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 employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above.

  195. CEO Pay Ratio

    | Altria Group, Inc. – Proxy Statement | 59 |

  196. Pay Versus Performance

    Pay Versus Performance Set forth below is information about the relationship between “compensation actually paid” to our NEOs and certain financial performance measures. For further information concerning our pay-for-performance philosophy and how we align executive compensation with our performance, refer to “Executive Compensation – Compensation Discussion and Analysis” beginning on page 26.

  197. Pay Versus Performance

    | | | | | | | | Value of Initial Fixed $100 | | | | | | | | | | | | Investment Based on: | | | | | | | | | | Average | | | | | | | | Summary | | Summary | | Summary | Average | | | | | | | Compensation | Compensation | Compensation | Compensation | Compensation | Compensation | Altria | Peer Group | | | | | Table Total | Actually Paid | Table Total | Actually Paid | Table Total | Actually Paid | Total | Total | | Adjusted | | | for First | to First | for Second | to Second | for Non-CEO | to Non-CEO | Shareholder | Shareholder | Net | Diluted | | | CEO (1) | CEO (1)(2) | CEO (1) | CEO (1)(2) | NEOs (3) | NEOs (3) | Return | Return (4) | Income (5) | EPS (6) | | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($ in millions) | ($) | | 2023 | — | — | 18,528,628 | 14,405,880 | 5,705,089 | 4,627,220 | 112.08 | 127.99 | 8,130 | 4.95 | | 2022 | — | — | 16,199,700 | 18,053,441 | 5,304,553 | 5,884,220 | 116.24 | 133.76 | 5,764 | 4.84 | | 2021 | — | — | 12,626,972 | 14,938,175 | 3,917,487 | 4,933,885 | 111.37 | 122.64 | 2,475 | 4.61 | | 2020 | 17,835,316 | 883,271 | 12,238,397 | 8,561,449 | 4,992,680 | 3,046,417 | 89.62 | 105.56 | 4,467 | 4.36 |

  198. Pay Versus Performance

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

  199. Pay Versus Performance

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

  200. Pay Versus Performance

    | | Deductions from SCT Total | | Additions to SCT Total (a) | | | | | | | | | | | Change in | | Prior-Year | | | | | | | Value | Fair Value for | | Fair Value | | | | | | | for Outstanding | Outstanding | Change in | for Forfeited | | | | | Grant Date Fair | Change in | Awards | Awards | Fair Value | Awards | Dividend | Pension | | | Value of Equity | Pension | Granted This | Granted in | for Vested | Granted in any | Equivalents | Service | | | Awards (b) | Value (c) | Year (d) | Prior Years (e) | Awards (f) | Prior Year (g) | Paid (h) | Costs (i) | | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | First CEO Adjustments | | | | | | | | | | 2023 | — | — | — | — | — | — | — | — | | 2022 | — | — | — | — | — | — | — | — | | 2021 | — | — | — | — | — | — | — | — | | 2020 | 6,269,997 | 1,046,316 | — | — | (203,296) | (9,853,475) | 343,661 | 77,378 | | Second CEO Adjustments | | | | | | | | | | 2023 | 6,600,049 | 3,630,508 | 5,503,248 | (2,307,816) | 76,121 | — | 1,075,548 | 1,760,708 | | 2022 | 6,500,044 | — | 5,808,532 | (720,892) | 127,685 | — | 1,011,334 | 2,127,126 | | 2021 | 6,000,059 | 2,487,905 | 6,312,998 | 1,652,234 | 61,320 | — | 775,597 | 1,997,018 | | 2020 | 5,707,085 | 3,162,720 | 5,180,587 | (1,434,026) | (203,296) | — | 524,929 | 1,124,663 | | Average Non-CEO NEOs Adjustments | | | | | | | | | | 2023 | 1,855,961 | 910,096 | 1,557,063 | (632,748) | (74,348) | — | 376,508 | 461,714 | | 2022 | 1,921,542 | — | 1,717,117 | (212,267) | 56,245 | — | 335,235 | 604,879 | | 2021 | 1,806,406 | 441,174 | 1,900,621 | 502,384 | 22,142 | — | 274,281 | 564,549 | | 2020 | 1,985,373 | 1,622,524 | 1,788,516 | (553,066) | (76,170) | — | 184,480 | 317,873 |

  201. Pay Versus Performance

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

  202. Pay Versus Performance

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

  203. Pay Versus Performance

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

  204. Pay Versus Performance

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

  205. Pay Versus Performance

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

  206. Pay Versus Performance

    | 60 | www.altria.com |

  207. Pay Versus Performance

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

  208. Pay Versus Performance

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

  209. Pay Versus Performance

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

  210. Pay Versus Performance

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

  211. Pay Versus Performance

    | (3) The non-CEO NEOs included in the 2021, 2022 and 2023 average compensation are Salvatore Mancuso, Murray R. Garnick, Jody L. Begley and Heather A. Newman. The non-CEO NEOs included in the 2020 average compensation are Salvatore Mancuso, Murray R. Garnick, Jody L. Begley and Charles N. Whitaker. |

  212. Pay Versus Performance

    | (4) The peer group is the S&P 500 Food, Beverage & Tobacco Index, which is the same peer group used in the performance graph in Part II, Item 5 of our 2023 Form 10-K. |

  213. Pay Versus Performance

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

  214. Pay Versus Performance

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

  215. Pay Versus Performance

    The following graphs show the relationships between compensation actually paid for our CEO and non-CEO NEOs versus select measures:

  216. Pay Versus Performance

    | Altria Group, Inc. – Proxy Statement | 61 |

  217. Pay Versus Performance

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

  218. Pay Versus Performance

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

  219. Pay Versus Performance

    | Most Important Performance Measures | | Adjusted Diluted EPS (1) | | Adjusted Discretionary Cash Flow (1) | | Total Adjusted OCI (1) | | Cash Conversion (1) | | Relative TSR | | Strategic Initiatives |

  220. Pay Versus Performance

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

  221. Pay Versus Performance

    | 62 | www.altria.com |

  222. Pay Versus Performance

    | Proposal 3 | Non-Binding Advisory Vote to Approve the Compensation of Altria’s Named Executive Officers | | | Our Board recommends a vote FOR this Proposal. |

  223. Pay Versus Performance

    We are providing shareholders with the opportunity to express their opinions on our executive compensation program through a non-binding advisory vote to approve the compensation of our named executive officers, as such compensation is disclosed in this Proxy Statement. In response to the preference expressed by our shareholders at our 2023 Annual Meeting, our Board adopted a policy of holding this non-binding advisory vote annually. At our 2023 Annual Meeting, 94.1% of the shares voted were cast in support of the compensation of our named executive officers. We believe that our executive compensation program successfully aligns the interests of our named executive officers with the interests of our shareholders by promoting our annual and long-term business strategies, rewarding the successful execution of those strategies in a fair and financially disciplined manner and supporting our ability to attract, develop and retain world-class leaders. We encourage shareholders to review carefully the “Compensation Discussion and Analysis” and accompanying compensation tables and narrative discussion beginning on page 26 for a more detailed description of our executive compensation program and decisions, including our pay-for-performance philosophy and alignment. We are asking shareholders to vote on the following non-binding resolution: “RESOLVED, that shareholders of Altria Group, Inc. approve on an advisory basis the compensation of the Company’s named executive officers, as described in the Compensation Discussion and Analysis section, the compensation tables, related footnotes and narrative discussion of this Proxy Statement.”

  224. Pay Versus Performance

    | Our Board recommends a vote FOR this proposal. |

  225. Pay Versus Performance

    This vote is not binding upon Altria, our Board or the Committee. Nevertheless, the Committee values the opinions expressed by shareholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for our named executive officers. We currently intend to hold the next non-binding advisory vote to approve the compensation of our named executive officers at our 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”) unless our Board modifies its policy of holding this vote on an annual basis.

  226. Pay Versus Performance

    | Altria Group, Inc. – Proxy Statement | 63 |

  227. Pay Versus Performance

    | Proposal 4 | Report on Congruence of Political and Lobbying Expenditures with the Company’s Vision, Responsibility Focus Areas and Cultural Aspiration | | | Our Board recommends a vote AGAINST this shareholder proposal. |

  228. Pay Versus Performance

    Trinity Health, 766 Brady Avenue, Apt. 635, Bronx, New York 10462, claiming beneficial ownership of Altria common stock with a market value of at least $2,000 for at least three years, together with nine co-proponents, submitted the proposal set forth below. The names, addresses and shareholdings of the co-proponents will be furnished upon request made to our Corporate Secretary. Altria is not responsible for the content of the shareholder proposal, which is printed below exactly as it was submitted. Resolved: Shareholders request that Altria annually analyze and report on the congruence of both political spending and lobbying expenditures during the preceding year, compared to its public Vision, Responsibility Focus Areas and Cultural Aspirations statements, listing and explaining instances of incongruent or misaligned expenditures, and reporting whether the identified incongruencies will lead to changes in future expenditures. Whereas: A New York Times article, “Big Tobacco Heralds a Healthier World While Fighting Its Arrival”, (1) reported: “Major cigarette companies, like Altria and R.J. Reynolds, acknowledge that cigarettes are dangerous and addictive, and they are heralding their investments in electronic cigarettes and other less-harmful alternatives to cigarettes. But, behind the scenes , they are taking steps to slow the very smokeless future they claim to want: The companies have submitted letters protesting the proposed menthol ban in traditional cigarettes, and they have signaled they will similarly resist any efforts to lower nicotine levels.” Altria is a long-time supporter of the American Legislative Exchange Council (ALEC), an organization that brings together corporate lobbyists and legislators and drafts model legislation for state and federal legislators to propose. It is one of the top corporate sponsors of ALEC’s annual conference. Altria’s senior director of government affairs spoke at ALEC’s 2023 conference, and, according to an article by the Center for Media and Democracy, urged “state lawmakers to deregulate the tobacco industry despite the lethal, addictive nature of its products, which are responsible for nearly 500,000 death a year in the U.S.”(2) Altria also supports initiatives conflicting with its environmental commitments, one of its Responsibility Focus Areas.(3) Altria set science-based greenhouse gas reduction targets yet is a member of the US Chamber of Commerce as well as ALEC, both of which lobbied to roll back specific climate regulations and regulations to slow the transition towards a lower-carbon economy. While Altria has articulated support for the right to vote(4), the League of Women Voters and over 300 organizations sent a letter to Altria and other corporations to stop funding ALEC because of its voter restriction efforts.(5) Altria does not disclose the amount of payments to trade associations (TAs) and social welfare groups (SWGs). Companies can give unlimited amounts to TAs and SWGs that spend millions on lobbying. The federal Lobbying Disclosure Act doesn't require reporting of state lobbying . (1)https://www.nytimes.com/2022/11/06/health/tobacco-fda-menthol-ban-nicotine.html?smid=em-share (2)https://www.exposedbycmd.org/2023/08/21/tobacco-giant-altria-buys-access-to-alec-lawmakers-urges-deregulation/ (3)https://www.altria.com/responsibility/protect-the-environment?src=resp-at-a-glance (4)https://www.altria.com/about-altria/our-voice-and-actions/where-we-stand-on-voting-rights (5)https://www.commoncause.org/press-reIease/common-cause-fair-fight-action-and-over-300-organizations-call-on-corporations-to-cut-ties-with-alec/

  229. Pay Versus Performance

    | 64 | www.altria.com |

  230. Pay Versus Performance

    While Altria scores well on the Center for Political Accountability (CPA)’s Zicklin Index of Corporate Political Disclosure and Accountability, it has not adopted CPA’s Model Code of Conduct(6), which includes: “disclose dues and other payments made to trade associations and contributions to other tax-exempt organizations that are or that it anticipates will be used for political expenditures. The disclosures shall describe the specific political activities undertaken.”(7) Altria’s 2022 Lobbying and Political Activity Transparency and Integrity Report provides very useful information; our proposal would close a critical gap in information provided and greatly enhance transparency .

  231. Pay Versus Performance

    | Our Board recommends a vote AGAINST this shareholder proposal for the following reasons: Our third annual Transparency Report, available on our website at https://www.altria.com/about-altria/government-affairs, provides extensive information that allows our shareholders to evaluate how our government affairs activities align with our Vision and Responsibility Focus Areas. This proposal, which is substantively identical to a proposal overwhelmingly rejected by shareholders last year, disregards the comprehensive disclosures contained in our Transparency Report, which we summarize below. Consequently, we believe the preparation of the requested report is unnecessary and would not benefit our shareholders. We Have Been a Leader in Political Activities Transparency for 17+ Years To better inform our shareholders and the public, we have provided detailed information for over 17 years regarding both our lobbying and political activities and our comprehensive governance and oversight framework. In 2007, when we began disclosing information about such activities, we were one of the very few companies in the Fortune 500 to do so. Today, we believe our annual Transparency Report’s wide-ranging disclosures continue to surpass those of almost every other company, making it a pioneering approach to public policy and political activities disclosure. In fact, a December 2023 report by the Sustainable Investments Institute found that we were one of only seven companies in the S&P 500 that provides investors with information on state-level lobbying expenditures and one of two such companies that provides “consequential narratives on [our] corporate policy priorities.” We Currently Disclose Information Across 20+ Categories of Lobbying and Political Activities Our Transparency Report provides detailed information across more than 20 categories to offer a transparent review of our government affairs engagements, our companies’ public policy positions and the ethical framework for how we participate in the public policy and political arenas. We also regularly examine how we can enhance our disclosures. For example, based on discussions with the proponents, last year we began disclosing our assessment of whether our principal trade associations and other public policy-oriented organizations are aligned with our most important legislative priorities. The information contained in our Transparency Report includes these key topics: | | | Legislative Priorities | We disclose our key legislative priorities, our rationale for lobbying on these topics, and examples of how we engaged in the previous year. | | Vetting Process for Support of Policy-Oriented Organizations | We describe the annual review process that occurs prior to contributing to any trade association or other public policy organization, enabling us to mitigate any potential reputational risks. We also describe how we resolve any potential concerns with an organization’s activities. | | Values Alignment Assessment | We assess whether the principal trade associations and policy-oriented organizations we support align with our Vision and our top legislative priorities. Our assessment of our 2023 support found no significant disagreement on these key issues. |

  232. Pay Versus Performance

    (6)https://www.politicalaccountability.net/wp-content/uploads/2022/06/CPA-Zicklin-Model-Code-of-Conduct-for-Corporate-Political-Spending.pdf (7)https://www.politicalaccountability.net/wp-content/uploads/2022/06/CPA-Zicklin-Model-Code-of-Conduct-for-Corporate-Political-Spending.pdf

  233. Pay Versus Performance

    | Altria Group, Inc. – Proxy Statement | 65 |

  234. Pay Versus Performance

    | Policy-Oriented Organizations Supported | We disclose our volunteer leadership engagements with our principal trade associations and public-policy organizations. Our current Transparency Report lists 31 organizations we consider to be our current principal memberships. | | Organizations of Government Officials Supported | We disclose our support of organizations of government officials. Our current Transparency Report lists 31 such organizations that received financial contributions in the past year. | | Lobbying Reports & Expenditures | We provide direct access to our quarterly federal lobbying reports and links to the government databases that contain the over 400 state lobbying reports we file each year. We also disclose the total reported expenditures for our federal and state lobbying (dating back to 2014 for federal lobbying and 2019 for state lobbying). | | Political Contributions & Criteria for Support | We disclose all political action committee and corporate political contributions, by recipient and amount, that we have made since 2009, as well as our rationale for participation in the political arena and our criteria for supporting candidates for public office. This list is updated twice a year. | | Compliance Program & Board Oversight | We detail our well-established and thorough political law and ethics compliance program and the oversight provided by our Board of Directors. | | We are Proud of the Accolades We Receive for Our Transparency Activities We are proud that we continue to be nationally recognized for our lobbying and political activities transparency. The independent Tobacco Transformation Index has repeatedly found Altria to be a leader in lobbying and political activities transparency, and its latest report ranked us number one among 15 tobacco companies in terms of lobbying disclosures, including providing information regarding “lobbying and advocacy memberships, financial contributions, and activities.” Additionally, the Center for Political Accountability-Zicklin Index has acknowledged our longtime leadership in political activities disclosure by rating Altria as a “trendsetter” for the past eight years, denoting we earned one of its top five rankings among the S&P 500. | |

  235. Pay Versus Performance

    | 66 | www.altria.com |

  236. Pay Versus Performance

    | Proposal 5 | Report Assessing the Benefits to Altria of Extended Producer Responsibility Laws for Spent Tobacco Filters for Tobacco Companies Operating in the U.S. Market | | | Our Board recommends a vote AGAINST this shareholder proposal. |

  237. Pay Versus Performance

    As You Sow, 2020 Milvia Street, Suite 500, Berkeley, California 94704, on behalf of Warren Wilson College claiming beneficial ownership of Altria common stock with a market value of at least $2,000 for at least three years, submitted the proposal set forth below. Altria is not responsible for the content of the shareholder proposal, which is printed below exactly as it was submitted. WHEREAS: Plastic, with a lifecycle social cost at least ten times its market price, threatens the world’s oceans, wildlife, and public health.(1) Concern about the growing scale and impact of global plastic pollution has elevated the issue to crisis levels.(2) Of particular concern are single-use plastics (SUPs),(3) which make up the largest component of the 24-34 million metric tons of plastic ending up in waterways annually. Cigarette filters are a form of single-use plastics. They are the most littered item globally with 4.5 trillion discarded annually, comprising 300,000 tons of potential plastic microfibers released into the environment. Cigarette filters do not biodegrade and can remain in the environment indefinitely in the form of microplastics. Discarded cigarette filters can contain more than 15,000 plastic microfibers and thousands of toxic chemicals. When cigarette filters are littered on streets and beaches, they can leach harmful pollutants into soil and water, including heavy metals and nicotine, which are toxic to fish and other sea creatures(4) Annual costs of cleaning up littered filters are significant: $2.6 billion for China and $766 million for India.(5) Cleanup costs have traditionally been borne by taxpayers rather than the industry placing these problematic products on the market. As a producer of plastic waste, Altria must begin to take financial responsibility for the cleanup of its cigarette filter/butt waste. The European Union’s Single-Use Plastics Directive imposes Extended Producer Responsibility (EPR) on tobacco producers to cover the costs of collecting and processing cigarette filters, and Denmark, France, and Spain have already imposed cleanup fees.(6) More than 100 companies support EPR laws requiring them to finance the collection of waste packaging to keep plastics from becoming uncontrolled waste.(7) Altria has stated its “products have an impact on the environment, and we have a responsibility to minimize that impact.” U.S. EPR tobacco laws to cover the costs of collecting and treating butt filters would help address the problem and create a level playing field for manufacturers. In the interim, Altria can voluntarily contribute significant funding to U.S. state or municipal governments to help finance existing filter collection and cleanup efforts. RESOLVED: Shareholders request the Altria Board issue a public report, at reasonable expense and excluding proprietary information, assessing the benefits to the Company of extended producer responsibility laws for spent tobacco filters for tobacco companies operating in the U.S. market. SUPPORTING STATEMENT: The report should assess at Board discretion:

  238. Pay Versus Performance

    | ■ | The reputational, financial, and operational risks associated with failing to take responsibility for filter cleanup costs; |

  239. Pay Versus Performance

    | ■ | An appropriate level of voluntary financial contributions to support state cigarette filter cleanup efforts. |

  240. Pay Versus Performance

    (1) https://wwfint.awsassets.panda.org/downloads/wwf_pctsee_report_english.pdf (2) https://www.unep.org/resources/pollution-solution-global-assessment-marine-litter-and-plastic-pollution (3) https://eur-lex.europa.eu/legal-content/EN/TXT/PDF/?uri=CELEX:32019L0904&from=EN#page=8 (4) https://fingfx.thomsonreuters.com/gfx/legaldocs/gdpzqykgevw/Cigarette%20Litter%20Complaint%20filed%20copy.pdf; https://www.who.int/publications/i/item/9789240051287; https://oceanconservancy.org/wp-content/uploads/2023/06/ICCCharter-REDUCE-Report-2023-TFSOceanConservancy.pdf (5) https://www.who.int/publications/i/item/9789240051287 (6) https://www.europarl.europa.eu/doceo/document/E-9-2023-000787_EN.html#:~:text=The%20Single%2DUse%20Plastics%20Directive,incentivising%20consumers%20about%20responsible%20behaviour (7)https://www.ellenmacarthurfoundation.org/extended-producer-responsibility/overview

  241. Pay Versus Performance

    | Altria Group, Inc. – Proxy Statement | 67 |

  242. Pay Versus Performance

    | Our Board recommends a vote AGAINST this shareholder proposal for the following reasons: We have a long-standing commitment to corporate responsibility, and “Protect the Environment” is one of our six Responsibility Focus Areas. We are committed to reducing our environmental impact, both in our companies’ direct operations and in our value chain. This includes: managing climate change impacts and risks through science-based business practices; conserving the natural resources on which our businesses and communities rely; and reducing the environmental impact of using our companies’ products and packaging. In the U.S., four states have passed Extended Producer Responsibility (“EPR”) laws, all exclusively focused on packaging. Like many other companies, we are working to understand the potential business implications of these laws, engage with state-level regulatory bodies and prepare to comply. If applied to cigarette filters – which are not packaging, but part of the product itself – EPR laws would create considerable risk to Altria and our shareholders. We do not believe publishing the report requested by the proponent is a good use of company resources. We are confident such a report would conclude that EPR laws for spent tobacco (cigarette) filters would not benefit Altria. EPR Laws Directed at Spent Cigarette Filters Would Create Considerable Risk for Altria EPR laws typically take two forms: (1) requiring manufacturers to make packaging changes to reduce packaging waste and/or increase circularity (such as requiring producers to reduce the amount of plastic used in packaging and/or to meet certain recyclability thresholds); or (2) imposing a tax or fine to pay for end-of-life collection, recycling and/or disposal. Neither of these types of laws is viable if applied to cigarette filters. Changing the filter material is not currently feasible due to regulatory constraints, supply chain limitations, negative impact on the product and potential public health impact. In addition, adding to the already high tax burden on cigarettes through tax-based EPR laws would pose an additional financial burden on adult smokers and negatively impact our business. Nearly all traditional cigarettes in the U.S. (and worldwide) use cellulose acetate filters. Today, there are no commercially available filter alternatives that use biopolymers and/or that are recyclable through municipal recycling systems. Tobacco products in the U.S. are also regulated by the FDA. Even if there were an available alternative, changing cigarette filter materials would require that we demonstrate that the cigarettes are substantially equivalent to currently marketed cigarettes by submitting for FDA review comprehensive applications for every individual cigarette SKU commercialized by PM USA – an extremely costly, resource-intensive and lengthy process. For the FDA to authorize the product, the agency would need to determine that the change would not result in different product characteristics and not raise different questions of public health. FDA’s standard for approving changes to cigarettes is very difficult to meet and virtually impossible for changes to a key component such as a cigarette filter given its impact on cigarette smoke. The FDA approval process would require significant scientific evidence that does not exist, could take years to obtain and would likely raise different questions of public health. Given these supply chain and stringent regulatory limitations, EPR laws requiring changes to cigarette filters would, in effect, create a de facto product ban on cigarettes. Cigarettes are already the most highly taxed consumer product in the U.S. In fact, taxes make up nearly half of the retail price of cigarettes nationwide. Every year, the tens of billions of dollars in combined taxes, FDA user fees and tobacco settlement funds are collected at the federal, state and local levels. States and localities have considerable flexibility with how they use the tobacco tax money collected. Rather than further taxing the product, states and localities could direct a portion of existing tax revenue to support litter prevention and clean-up. Existing Efforts to Reduce Cigarette Butt Litter Are Working Cigarette butts are one of the most littered items in the world, which is why we have been investing for many years in programs and partnerships to prevent our products and packaging from becoming litter. For over 20 years, we have invested in Keep America Beautiful (“KAB”) in support of the nation’s largest Cigarette Litter Prevention Program (“CLPP”). KAB’s CLPP encourages enforcement of litter laws, raises awareness about the issue, places cigarette receptacles in key locations, distributes portable ashtrays to adult smokers and organizes community litter clean-ups. Since 2002, we have provided nearly $16 million to KAB to implement the CLPP in over 1,800 communities nationwide. KAB has documented up to an 80% decrease in cigarette litter in CLPP communities, with an average reduction of 50%. We also work to educate and inspire adult smokers to |

  243. Pay Versus Performance

    | 68 | www.altria.com |

  244. Pay Versus Performance

    | responsibly dispose of their cigarette butts. For example, through its website and periodic emails and direct mail, Marlboro encourages and incentivizes its adult smokers 21 and older to pledge to not litter cigarette butts. In 2022, more than 114,000 adult smokers signed the pledge. And through the Marlboro Rewards program, adult smokers can use rewards points to purchase portable litter devices or provide financial support for KAB’s CLPP. As a result of these and other efforts, combined with the ongoing decline in cigarette smoking rates, cigarette butt litter has declined precipitously in the U.S. According to KAB’s National Litter Study, cigarette butt litter declined nearly 70% between 2009 and 2020 - greater than the decline in cigarette sales volume during that time. We continue to learn from these efforts and evolve our approach in partnership with KAB. We are also exploring additional consumer engagement and retailer partnership opportunities to increase awareness of the issue and facilitate responsible cigarette butt disposal. |

  245. Pay Versus Performance

    | Altria Group, Inc. – Proxy Statement | 69 |

  246. Pay Versus Performance

    | Proposal 6 | Director Election Resignation Bylaw Proposal | | | Our Board recommends a vote AGAINST this shareholder proposal. |

  247. Pay Versus Performance

    The New York City Carpenters Pension Fund, 395 Hudson Street, 9th Floor, New York, New York 10014, claiming beneficial ownership of Altria common stock with a market value of at least $2,000 for at least three years, submitted the proposal set forth below. Altria is not responsible for the content of the shareholder proposal, which is printed below exactly as it was submitted.