DEF 14A of Altria Group, Inc., Apr 3, 2025

DEF 14A of Altria Group, Inc.

Filed Apr 3, 2025 · FY20240001558370-25-004359

Open on EDGAR

  1. Board Nominees

    Board Nominees You are being asked to vote on the following 11 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 17.

  2. Board Nominees

    | | | | Director Since | | Board Committee Membership (1)(2) | | | | | | | Name and Principal Occupation | | Age | | Independent | AC | CC | EC | FC | IC | NC | | | Ian L.T. Clarke Retired Chief Financial Officer, Greater Toronto Airports Authority | 64 | 2022 | | ê | | | | | | | | Marjorie M. Connelly Retired Chief Operating Officer, Convergys Corporation | 63 | 2021 | | ê | | | | | | | | R. Matt Davis Retired President, North America, and Senior Vice President, Global Corporate Affairs, Dow Inc. and President, Driftwood Leadership, LLC | 60 | 2021 | | | | | | | | | | William F. Gifford, Jr. Chief Executive Officer, Altria Group, Inc. | 54 | 2020 | | | | | | | | | | Debra J. Kelly-Ennis Retired President and Chief Executive Officer, Diageo Canada, Inc. | 68 | 2013 | | | | | | | | | | Kathryn B. McQuade (3) Retired Executive Vice President and Chief Financial Officer, Canadian Pacific Railway Limited | 68 | 2012 | | | | | | | | | | George Muñoz Principal, Muñoz Investment Banking Group, LLC and Partner, Tobin & Muñoz | 73 | 2004 | | ê | | | | | | | | Virginia E. Shanks Retired Executive Vice President and Chief Administrative Officer, Pinnacle Entertainment, Inc. | 64 | 2017 | | | | | | | | | | Richard S. Stoddart Chair of Hasbro, Inc. and Former President and Chief Executive Officer of InnerWorkings, Inc. | 62 | 2025 | | ê | | | | | | | | Ellen R. Strahlman Retired Executive Vice President, Research & Development and Chief Medical Officer, Becton, Dickinson and Company | 67 | 2020 | | | | | | | | | | M. Max Yzaguirre Retired Executive Chairman, Forbes Bros. Holdings, Ltd. | 64 | 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 2025 Annual Meeting, our Board plans to determine 2025-2026 committee assignments. | | | | | | | (3) Chair of our Board of Directors. | | | | | |

  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

    | 72.7% Diversity | | Average Tenure: 6.7 Years | | Average Age: 64.3 Years | | | Gender | | 0-5 Years | | <60 Years | | | Ethnicity | | 6-10 Years | | 61-65 Years | | | >2 Diverse Characteristics | | >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 “Diversity and Demographic Background” chart on page 3.

  7. Composition and Diversity of Board Nominees

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

  8. Our Board of Directors

    Our Board of Directors Our Board currently consists of 11 directors. Directors are elected annually at each annual meeting to serve until the next annual meeting and until their successors are duly elected and qualified, subject to their earlier death, resignation or removal. With the exception of Mr. Stoddart who was elected as a director by our Board effective February 3, 2025, each of the nominees for director was elected by shareholders at the 2024 Annual Meeting. Biographical information and qualifications of the nominees for director are included under “Proposal 1 – Election of Directors” beginning on page 17.

  9. Director Compensation

    Director Compensation

  10. 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 45, 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.

  11. Non-Employee Director Compensation Table

    Non-Employee Director Compensation Table

  12. Non-Employee Director Compensation Table

    | | Fees | | | | | | Earned or | | | | | | Paid in | Stock | All Other | | | | Cash | Awards | Compensation | Total | | Name (1) | ($) | ($) (2) | ($) (3) | ($) | | Ian L.T. Clarke | 125,000 | 175,019 | — | 300,019 | | Marjorie M. Connelly | 150,000 | 175,019 | 30,000 | 355,019 | | R. Matt Davis | 125,000 | 175,019 | 28,000 | 328,019 | | Jacinto J. Hernandez (4) | 16,319 | — | 30,000 | 46,319 | | Debra J. Kelly-Ennis | 140,000 | 175,019 | 14,500 | 329,519 | | Kathryn B. McQuade | 220,000 | 325,028 | 30,000 | 575,028 | | George Muñoz | 150,000 | 175,019 | 27,850 | 352,869 | | Nabil Y. Sakkab (5) | 41,099 | — | 30,000 | 71,099 | | Virginia E. Shanks | 140,000 | 175,019 | 30,000 | 345,019 | | Ellen R. Strahlman | 140,000 | 175,019 | — | 315,019 | | M. Max Yzaguirre | 125,000 | 175,019 | 10,500 | 310,519 |

  13. Non-Employee Director Compensation Table

    | (1) Mr. Stoddart became a director effective February 3, 2025. |

  14. Non-Employee Director Compensation Table

    | (2) Pursuant to the 2015 Director Stock Plan, on May 16, 2024, each non-employee director received 3,800 shares of Altria common stock with an aggregate grant date fair market value of $175,019, and Ms. McQuade received an additional 3,257 shares of Altria common stock with an aggregate grant date fair market value of $150,009 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 $46.0575 per share was based on the average of the high and low trading prices of Altria common stock on May 16, 2024. |

  15. Non-Employee Director Compensation Table

    | (3) All Other Compensation consists of matching gifts paid in 2024 under our Match Your Dollars Program. |

  16. Non-Employee Director Compensation Table

    | (4) Mr. Hernandez retired from our Board effective February 23, 2024. |

  17. Non-Employee Director Compensation Table

    | (5) Dr. Sakkab retired from our Board effective May 16, 2024. |

  18. 2025 Director Nominee Biographies and Qualifications

    2025 Director Nominee Biographies and Qualifications

  19. 2025 Director Nominee Biographies and Qualifications

    | Independent Age: 64 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. | |

  20. 2025 Director Nominee Biographies and Qualifications

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

  21. 2025 Director Nominee Biographies and Qualifications

    | Independent Age: 63 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 Capital LLC (Advisor); Nuts.com (Advisory Board); Piedmont Virginia Community College Foundation. 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 and cybersecurity experience, general business knowledge and public company board experience, provide clear support for her nomination for election to our Board. | |

  22. 2025 Director Nominee Biographies and Qualifications

    | Independent Age: 60 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: Michigan State University, College of Communications Arts & Sciences Alumni Board; Lake State Railway Company. Previously served on the boards of World Freerunning Parkour Federation, Saratoga WarHorse Foundation, Inc. and 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. | |

  23. 2025 Director Nominee Biographies and Qualifications

    | Age: 54 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 Group, Inc. from May 2018 to April 2020. ■ Served as Executive Vice President and Chief Financial Officer of Altria Group, Inc. 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 Directorships: Anheuser-Busch InBev SA/NV (2016 to April 2023) (Euronext: ABI; NYSE: BUD). Other Directorships, Trusteeships and Memberships: Society of St. Vincent de Paul Richmond Council. Previously served on the board of 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. | |

  24. 2025 Director Nominee Biographies and Qualifications

    | Independent Age: 68 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. Furthermore, Ms. Kelly-Ennis’s skills and leadership experiences are complimented by her knowledge of Altria and our strategies, opportunities and challenges that she has gained in her years of service on our Board. | |

  25. 2025 Director Nominee Biographies and Qualifications

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

  26. 2025 Director Nominee Biographies and Qualifications

    | Independent Age: 68 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 and cybersecurity 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. Additionally, Ms. McQuade’s institutional knowledge of Altria and our strategies, opportunities and challenges that she gained during her tenure on our Board benefits her role as Chair of our Board and promotes Board effectiveness. | |

  27. 2025 Director Nominee Biographies and Qualifications

    | Independent Age: 73 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). Prior Public Company Directorships: BRC Inc. (2020 to April 2024) (NYSE: BRCC); 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. Previously served on the board of 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. In addition to his comprehensive financial background, Mr. Muñoz’s depth of experience as a member of our Board allows him to bring strong historical perspective to our Board and the committees on which he serves. | |

  28. 2025 Director Nominee Biographies and Qualifications

    | Independent Age: 64 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: Previously served on the board of 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. | |

  29. 2025 Director Nominee Biographies and Qualifications

    | Independent Age: 62 Director Since: 2025 Board Committees: ■ Audit ■ Innovation ■ Nominating, Corporate Governance and Social Responsibility | Richard S. Stoddart Position, Principal Occupation and Professional Experience: Chair of the Board of Hasbro, Inc. and former President and Chief Executive Officer of InnerWorkings, Inc. ■ Serves as the Chair of the Board of Hasbro, Inc., a multi-national toy manufacturing and entertainment holding company, since February 2022. ■ Served as interim Chief Executive Officer of Hasbro, Inc. from October 2021 until February 2022. ■ Served as President and Chief Executive Officer of InnerWorkings, Inc., a global marketing execution firm, from 2018 until October 2020 when InnerWorkings, Inc. was acquired. ■ Served as Chief Executive Officer of Leo Burnett Worldwide, one of the world’s largest advertising agencies, from February 2017 to 2018, after previously serving as the Chief Executive Officer of Leo Burnett North America from 2013 to 2016 and President of Leo Burnett North America from 2005 to 2013. Other Current Public Directorships: Hasbro, Inc. (NASDAQ: HAS). Prior Public Company Directorships: InnerWorkings, Inc. (2018 to 2020) (NASDAQ: INWK); Selina Hospitality PLC (2022 to 2024) (NASDAQ: SLNA). Other Directorships, Trusteeships and Memberships: Affinity Answers; Highdive, LLC; The Off The Street Club. Previously served on the board of Carbon Media Group, LLC. | | Director Qualifications: The NCGSR Committee believes that Mr. Stoddart’s significant experience in advertising, marketing, building global brands and businesses, as well his 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. | |

  30. 2025 Director Nominee Biographies and Qualifications

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

  31. 2025 Director Nominee Biographies and Qualifications

    | Independent Age: 67 Director Since: 2020 Board Committees: ■ Audit ■ Executive ■ Innovation (Chair) ■ 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. | |

  32. 2025 Director Nominee Biographies and Qualifications

    | Independent Age: 64 Director Since: 2022 Board Committees: ■ Compensation and Talent Development ■ Finance ■ Innovation | 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); Solaris Energy Infrastructure, Inc. (NYSE: SEI). 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. | |

  33. Compensation Philosophy

    | ■ | clear articulation of corporate and individual performance goals; |

  34. Compensation Philosophy

    | ■ | transparent measurement against both corporate and individual performance goals. |

  35. 2024 Performance of NEOs

    2024 Performance of NEOs The Committee considered several factors in approving each element of 2024 executive compensation. For the 2024 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. Our NEOs, along with other people leaders, were evaluated in 2024 for individual inclusive leadership as part of their performance evaluation. 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 2024 results. We discuss the 2024 performance of each NEO below.

  36. Principles

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

  37. 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; |

  38. Principles

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

  39. 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 |

  40. Principles

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

  41. Principles

    | (1) Consists of the target award under the 2024 Annual Incentive Award plan, the target 2024 equity awards and the target 2024 – 2026 LTIP award, in each case, using the 2024 salary range midpoint for the applicable salary band. |

  42. Long-Term Incentive Compensation

    Long-Term Incentive Compensation

  43. Long-Term Incentive Compensation

    | Equity Awards Annual RSU and PSU awards based on prior year’s individual performance and factors such as potential for advancement, retention and role criticality, vesting after a three-year period. PSU payout amount tied to performance against three-year target company financial performance measures. | ■ Align NEOs’ interests with shareholders through company performance and build stock ownership ■ Recognize individual performance after it is delivered and potential for advancement ■ Retain talented leaders | | Long-Term Incentive Plan Cash-based performance incentive plan based on performance against 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 |

  44. Post-Termination Benefits and Change in Control Payments

    Post-Termination Benefits and Change in Control Payments

  45. 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 |

  46. Post-Termination Benefits and Change in Control Payments

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

  47. 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, 2020 PIP and proposed 2025 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 (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 |

  48. 2024 Executive Compensation Program Decisions

    | ■ | increased the Annual Incentive Award target from 165% to 170% of salary; and |

  49. 2024 Executive Compensation Program Decisions

    | ■ | increased the annual equity award target from $6.0 million to $7.23 million. |

  50. 2024 Executive Compensation Program Decisions

    | ■ | implemented a threshold for the adjusted diluted EPS growth rate measure of our Annual Incentive Award, where a negative growth rate provides a result of 0% for the weighted rating of the adjusted diluted EPS growth rate measure, ensuring that only a positive growth rate results in a payout; and |

  51. 2024 Executive Compensation Program Decisions

    | ■ | increased the maximum ratings for the two financial measures (adjusted diluted EPS growth rate and cash conversion) for our PSUs and LTIP from 130% of target to 200% of target. While the relative TSR modifier is unchanged, the maximum impact from the relative TSR modifier cannot result in a final rating of the financial measures above 200%. Additionally, the Committee eliminated the individual performance multiplier component from the LTIP rating formula. |

  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, and reviews and approves any award target changes for employees in salary band I and above. Annual incentive awards are paid only after business results are assessed against pre-established performance measures and strategic initiatives, and individual performance is evaluated. No individual is guaranteed an award and the Committee retains the discretion to adjust awards upward or downward. In the event of a salary band change during the performance cycle, award targets are adjusted on a prorated basis. Each of our NEOs, other than Mr. McCarter, remained in his or her same salary band during 2024. In connection with his election as Executive Vice President and General Counsel, Mr. McCarter was promoted from band D to band B. The following formula was the basis for determining awards under the 2024 Annual Incentive Award plan:

  53. 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%) | | | |

  54. Annual Incentive Awards

    At the conclusion of each year, the Committee reviews Altria’s performance against pre-established financial measures and strategic initiatives and assigns a rating from 0% to 130%. For 2024, 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. The Committee approved the targets for the financial measures in February 2024, and subsequently revised the targets following the March 2024 sale of a portion of our investment in ABI and our subsequent $2.4 billion expansion of our share repurchase program using the proceeds from the sale. The revisions increased the adjusted diluted EPS target to reflect the impact of the expanded share repurchase program and decreased the adjusted discretionary cash flow and total adjusted OCI targets to reflect anticipated incremental investments in support of our Vision.

  55. Annual Incentive Awards

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

  56. Annual Incentive Awards

    In determining Altria’s performance in 2024 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% | 31.15% | | Total Adjusted OCI (1) (Rating Range) | | 30% | 27.05% | | Strategic Initiatives (Rating Range) | | 15% | 18.00% | | 2024 Annual Incentive Award Rating (rounded) | | | 106% |

  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 C 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)

    The 2024 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:

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

    | Strategic Initiative | Result | | ■ Maximize the long-term profitability of our traditional tobacco businesses and maintain category leadership while shifting resources to our innovative smoke-free products to deliver on our 2028 Enterprise Goals. | We met expectations as we ■ brought NJOY’s product proposition to more adult tobacco consumers across the U.S. by introducing a new brand equity campaign with impactful consumer messaging and expanding distribution to over 100,000 stores; ■ effectively and efficiently delivered value to adult smokers by continuing to evolve our revenue growth management capabilities; ■ continued to invest strategically and responsibly behind on!, including refreshed packaging and a new equity campaign, which helped Helix achieve profitability in the fourth quarter of 2024, ahead of our 2025 goal; and ■ enhanced our trade programs, supply chain and manufacturing infrastructure to better support an increasingly complex product portfolio and regulatory environment. |

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

    | ■ Develop a consistent pipeline of superior innovative smoke-free nicotine products based in adult tobacco consumer and foundational science insights through internal and external development and acquisition. | We met expectations as we ■ continued to establish a consistent pipeline of next generation e-vapor products by submitting to the FDA pre-market tobacco applications (“PMTA”) for the NJOY ACE 2.0 featuring access restriction technology with blueberry and watermelon flavored pods; ■ continued to develop a consistent pipeline of innovative oral products by submitting a PMTA for on! PLUS, an innovative pouch product made using our proprietary “soft-feel” material; ■ invested to compete and learn in the heated tobacco product category; and ■ enhanced our innovation infrastructure and capabilities. | | ■ Drive long-term enterprise value through the international expansion of reduced risk products and rapidly test-and-learn our entry into adjacent non-nicotine products and services. | We met expectations as we ■ delivered against near-term objectives for international growth and learning by maintaining on! distribution and expanding on! PLUS in Sweden and the United Kingdom; and ■ refined and enhanced our non-nicotine product and development strategy by focusing on our core competencies, consumer centricity, rapid test-and-learn and external partnerships. | | ■ Lead the external environment in support of harm reduction, invest in our talent and culture and enhance the digital capabilities that enable us to achieve our Vision. | We exceeded expectations as we ■ advocated for effective solutions to rid the marketplace of illicit e-vapor products. We also encouraged the FDA to authorize more smoke-free products to meet consumer demand. Additionally, we encouraged the FDA to address the illicit market more aggressively by providing actionable intelligence to the federal task force based on detailed research and commissioning empty discarded pack studies on counterfeit/illicit products. We also pursued legislative solutions of enforcement, including regulatory reform measures, significant regulatory engagement and comments to an FDA proposed rule; and ■ advocated for harm reduction, not prohibition, as the proper framework for tobacco regulation in the U.S. by defending against prohibition-based proposals, released an expanded study demonstrating the impact of prohibitionist policies in California, New York and Washington, D.C. and meeting with the FDA to discuss concerns regarding nicotine analogues and tobacco 21 laws. These laws establish the legal age to purchase all tobacco products at 21. In addition, we maintained our leadership position in the external environment by establishing new relationships with public health stakeholders, further expanding AVT, and introducing an Underage Access Prevention pledge for independent retailers, signing up more than 55,000 stores. |

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

    The Committee used the Annual Incentive Award business performance rating, together with the individual performance of the NEOs, in determining the 2024 awards below. See “2024 Performance of NEOs” beginning on page 29.

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

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

  65. 2024 Annual Incentive Award Target Percentages, Award Ranges and Actual Awards

    2024 Annual Incentive Award Target Percentages, Award Ranges and Actual Awards

  66. 2024 Annual Incentive Award Target Percentages, Award Ranges and Actual Awards

    | | | | | | 2024 | | | | | | | | | | Business | Individual | Actual Award for | | | | | | | Target | Performance | Performance | 2024 Performance | | | | | Salary | Target | Award (1) | Rating (2) | Multiplier (3) | | (% of | | Name | Band | ($) | (%) | ($) | (%) | (%) | ($) | target) | | William F. Gifford, Jr. | A | 1,450,000 | 170 | 2,465,000 | 106 | 125 | 3,270,000 | 133 | | Salvatore Mancuso | B | 800,500 | 95 | 760,475 | 106 | 130 | 1,047,900 | 138 | | Jody L. Begley | B | 792,300 | 95 | 752,685 | 106 | 115 | 917,500 | 122 | | Robert A. McCarter III | B | 700,000 | 95 | 604,085(4) | 106 | 115 | 736,400(4) | 122 | | Heather A. Newman | C | 677,300 | 80 | 541,840 | 106 | 115 | 660,500 | 122 |

  67. 2024 Annual Incentive Award Target Percentages, Award Ranges and Actual Awards

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

  68. 2024 Annual Incentive Award Target Percentages, Award Ranges and Actual Awards

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

  69. 2024 Annual Incentive Award Target Percentages, Award Ranges and Actual Awards

    | (3) The individual performance multipliers for our NEOs other than the CEO were based on individual performance on a five-point scale and can range from 0% to 150%. The individual performance multiplier for our CEO was determined by the Committee and can range from 0% to 175%. |

  70. 2024 Annual Incentive Award Target Percentages, Award Ranges and Actual Awards

    | (4) Mr. McCarter’s target and actual 2024 Annual Incentive Awards were prorated for time in band D prior to his promotion to band B in connection with his election as Executive Vice President and General Counsel. |

  71. 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.

  72. Target Long-Term Incentive Mix (1)

    Target Long-Term Incentive Mix (1)

  73. Target Long-Term Incentive Mix (1)

    | (1) This chart reflects target awards under the 2024 – 2026 LTIP performance cycle and target equity awards granted in 2024. |

  74. Target Long-Term Incentive Mix (1)

    | 2024 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 ■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

    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. The Committee reviews the targets for CEO and NEO awards each year based on market data. Award amounts decided by the Committee each year, relative to those targets and within a pre-established range, recognize prior year individual performance, retention and, for our NEOs other than our CEO, factors such as potential for advancement and role criticality. 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 2024, the actual share payout can range from 0% to 200% 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. Individual awards are generally granted on the date of Committee approval and are subject to the cap prescribed in our 2020 PIP. No individual is guaranteed an award. 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. In connection with his election as Executive Vice President and General Counsel in April 2024, Mr. McCarter was promoted from band D to band B and received a special equity award of RSUs with a grant date fair value of $1.5 million to align his target total compensation with the market for his role and his band B level. After considering the nature of Mr. Begley’s role as Executive Vice President and Chief Operating Officer and reviewing market data, the Committee granted Mr. Begley a special equity award of RSUs in December 2024 with a grant date fair value of $1.5 million. Each of these special equity awards has a five-year vesting period. The targets, award ranges and actual equity awards for grants made to our NEOs in 2024 were as follows:

  76. Long-Term Incentive Compensation: Equity Awards

    | | | Equity | Equity | Actual Equity | Special Equity | | | Band at | Target | Award Range | Award (1) | Award (1) | | Name | Grant Date | ($) | ($) | ($) | ($) | | William F. Gifford, Jr. | A | 7,230,000 | 4,338,000 - 10,845,000 | 7,230,041 | — | | Salvatore Mancuso | B | 1,750,000 | 1,050,000 - 2,625,000 | 2,012,524 | — | | Jody L. Begley | B | 1,750,000 | 1,050,000 - 2,625,000 | 2,012,524 | 1,500,046 | | Robert A. McCarter III | D | 520,000 | 312,000 - 780,000 | 676,001 | 1,500,002 | | Heather A. Newman | C | 990,000 | 594,000 - 1,485,000 | 1,287,036 | — |

  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 2024, 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 2024 table on page 50.

  78. Long-Term Incentive Compensation: Equity Awards

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

  79. Financial Performance Measures for 2024 PSUs

    Financial Performance Measures for 2024 PSUs The formula for determining the number of shares delivered to our NEOs at the conclusion of the 2024 – 2026 performance cycle for the 2024 PSUs is:

  80. Financial Performance Measures for 2024 PSUs

    | 2024 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 2024 PSUs

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

  82. Financial Performance Measures for 2024 PSUs

    | (2) Versus the companies that comprised the S&P 500 Food, Beverage & Tobacco Index as of January 1, 2024 and remain in the Index as of December 31, 2026. |

  83. Financial Performance Measures for 2024 PSUs

    The weighted ratings of the financial measures, adjusted by the relative TSR modifier, determine the aggregate rating and the number of shares payable under the PSU awards. Each financial measure has a maximum rating of 200%; however, the maximum impact from the relative TSR modifier cannot result in a final rating of the financial measures being above 200%. The Committee believes that the combination of these measures provides solid alignment between Altria’s business strategies and our shareholders’ interests.

  84. 2022 PSU Performance

    2022 PSU Performance The PSUs granted in February 2022 with a 2022 – 2024 performance cycle (“2022 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 2022 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 after applying the business performance rating to the number of PSUs originally granted.

  85. 2022 PSU Performance

    | Financial Measures | Results and Rating (from 0% - 130%) | Weighting | Weighted Rating | | 2022 – 2024 Adjusted Diluted EPS Growth (1)(2) (Rating Range) | | 75% | 55.4% | | 2022 – 2024 Cash Conversion (1)(2) (Rating Range) | | 25% | 29.5% | | | | | 84.9% | | | | Multiplied By: | | | 2022 – 2024 Relative TSR Percentile (3)(4) (Rating Range) | | | 116% | | 2022 PSU Rating (0% - 156%) (rounded) | | | 98% |

  86. 2022 PSU Performance

    | (1) Adjusted diluted EPS and cash conversion are non-GAAP financial measures. See Exhibit C 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. 2022 PSU Performance

    | (2) Rating for each financial measure could not exceed 130%. |

  88. 2022 PSU Performance

    | (3) Versus the companies that comprised the S&P 500 Food, Beverage & Tobacco Index as of January 1, 2022 and remained in the Index as of December 31, 2024. |

  89. 2022 PSU Performance

    | (4) Altria’s three-year relative TSR percentile and cumulative percent return for the three-year period ending December 31, 2024, using the average closing price of the first and last 30 trading days of the performance period. |

  90. 2022 PSU Performance

    The 2022 PSUs granted and number of shares of Altria common stock delivered to our NEOs in February 2025 were as follows:

  91. 2022 PSU Performance

    | | 2022 PSUs | 2022 PSU | Altria Shares | | | Granted | Performance Rating | Delivered | | Name | (#) | (%) | (#) | | William F. Gifford, Jr. | 49,909 | 98 | 48,911 | | Salvatore Mancuso | 15,453 | 98 | 15,144 | | Jody L. Begley | 17,468 | 98 | 17,119 | | Robert A. McCarter III | 5,191 | 98 | 5,088 | | Heather A. Newman | 10,642 | 98 | 10,430 |

  92. Long-Term Incentive Compensation: 2024 – 2026 LTIP Awards

    Long-Term Incentive Compensation: 2024 – 2026 LTIP Awards

  93. Long-Term Incentive Compensation: 2024 – 2026 LTIP Awards

    | 2024 – 2026 LTIP Highlights ■Three-year performance cycle ■Awards based on our performance against long-term financial and strategic goals and individual performance |

  94. Long-Term Incentive Compensation: 2024 – 2026 LTIP Awards

    The 2024 – 2026 LTIP is a long-term cash incentive performance plan that uses a three-year performance cycle (January 1, 2024 to December 31, 2026), 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. Fifty percent of 2024 – 2026 LTIP awards will be based on the same financial measures, weightings and formula as the 2024 PSUs described above. The other 50% of the 2024 – 2026 LTIP awards will be based on the Committee’s quantitative and qualitative review of our achievement of 2026 milestones toward our 2028 Enterprise Goals. The rating range for the financial measures (weighted 50%) is 0-200%, and the rating range for performance against the 2026 milestones (weighted 50%) is 0-130%. 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 2026 milestones during the entire award cycle. The Committee retains the discretion to adjust awards upward or downward, 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 2024 – 2026 LTIP awards for our NEOs:

  95. Long-Term Incentive Compensation: 2024 – 2026 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% | + | 2026 Milestones | | | | Or | | | | | | | | | | Dollar Target (1) (Below Band B) | 75% | | 25% | | | | | | | | 50% | | | | | 50% | | |

  96. Long-Term Incentive Compensation: 2024 – 2026 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. |

  97. Long-Term Incentive Compensation: 2024 – 2026 LTIP Awards

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

  98. Long-Term Incentive Compensation: 2024 – 2026 LTIP Awards

    | (3) Versus the companies that comprised the S&P 500 Food, Beverage & Tobacco Index as of January 1, 2024 and remain in the Index as of December 31, 2026. |

  99. Long-Term Incentive Compensation: 2024 – 2026 LTIP Awards

    Details regarding the 2026 strategic performance milestones were 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 2024 – 2026 LTIP performance cycle (as we do below for the 2022 – 2024 LTIP) after the compensation decisions for the then-current NEOs have been made. Following the conclusion of the 2024 – 2026 LTIP performance cycle, the Committee will assess Altria’s performance against the financial measures (adjusted by the TSR modifier) and strategic performance milestones to determine the final LTIP business performance rating, which can range from 0% to 165%.

  100. Long-Term Incentive Compensation: 2024 – 2026 LTIP Awards

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

  101. Long-Term Incentive Compensation: 2024 – 2026 LTIP Awards

    The award targets for our NEOs for the 2024 – 2026 LTIP performance cycle shown below do not include the application of the business performance rating, which will not occur until after the end of the 2024 – 2026 performance cycle.

  102. Long-Term Incentive Compensation: 2024 – 2026 LTIP Awards

    | | | | Individual | | | | Band Target | Award | | | | (% of Salary for bands A and B, | Target (1) | | Name | Band | $ for bands C and D) | ($) | | William F. Gifford, Jr. | A | 260% | 3,755,766 | | Salvatore Mancuso | B | 140% | 1,156,234 | | Jody L. Begley | B | 140% | 1,144,777 | | Robert A. McCarter III | B/D | 140% / 351,900 | 927,849 | | Heather A. Newman | C | 676,500 | 676,500 |

  103. Long-Term Incentive Compensation: 2024 – 2026 LTIP Awards

    | (1) The award targets reflect prorated amounts for Messrs. Gifford, Mancuso and Begley due to salary changes during 2024. The award target for Mr. McCarter reflects a prorated amount in connection with his election as Executive Vice President and General Counsel effective April 1, 2024. While Ms. Newman had a salary change during 2024, salary changes do not impact band C LTIP participants due to band C having a dollar target. |

  104. Long-Term Incentive Compensation: 2022 – 2024 LTIP Awards

    Long-Term Incentive Compensation: 2022 – 2024 LTIP Awards The 2022 – 2024 LTIP used a three-year performance cycle (January 1, 2022 to December 31, 2024) with the same financial measures, weightings and formula as the 2024 – 2026 LTIP described above, except the maximum rating for each financial measure was capped at 130% for the 2022 – 2024 LTIP. The 2022 – 2024 LTIP performance cycle concluded on December 31, 2024 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. Our performance against the financial measures was as follows:

  105. Long-Term Incentive Compensation: 2022 – 2024 LTIP Awards

    | Financial Measures (50%) | Results and Rating (from 0% - 130%) | Weighting | Weighted Rating | | 2022 – 2024 Adjusted Diluted EPS Growth (1)(2) (Rating Range) | | 75% | 55.4% | | 2022 – 2024 Cash Conversion (1)(2) (Rating Range) | | 25% | 29.5% | | | | | 84.9% | | | | Multiplied By: | | | 2022 – 2024 Relative TSR Percentile (3)(4) (Rating Range) | | | 116% | | 2022 – 2024 LTIP Financial Measures Rating (0% - 156%) (rounded) | | | 98% |

  106. Long-Term Incentive Compensation: 2022 – 2024 LTIP Awards

    | (1) Adjusted diluted EPS and cash conversion are non-GAAP financial measures. See Exhibit C 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. |

  107. Long-Term Incentive Compensation: 2022 – 2024 LTIP Awards

    | (2) Rating for each financial measure could not exceed 130%. |

  108. Long-Term Incentive Compensation: 2022 – 2024 LTIP Awards

    | (3) Versus the companies that comprised the S&P 500 Food, Beverage & Tobacco Index as of January 1, 2022 and remained in the Index as of December 31, 2024. |

  109. Long-Term Incentive Compensation: 2022 – 2024 LTIP Awards

    | (4) Altria’s three-year relative TSR percentile and cumulative percent return for the three-year period ending December 31, 2024, using the average closing price of the first and last 30 trading days of the performance period. |

  110. Long-Term Incentive Compensation: 2022 – 2024 LTIP Awards

    The Committee assessed performance against the strategic initiatives listed below, as well as the transformation of our companies’ innovative smoke-free portfolio at the end of 2024 versus the beginning of 2022. For example, at the beginning of 2022, we faced challenges with our limited reduced harm portfolio. Our participation in the e-vapor category was through our former 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 PMI and subject to a defined expiration date. Additionally, we needed to build momentum of on!. By the end of 2024, we negotiated the sale of our commercialization rights to the IQOS Tobacco Heating System, entered into a joint venture with JTI to enable a more favorable long-term strategy in heated tobacco and internally developed a heated tobacco capsule product 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, which has a product portfolio with marketing granted orders from the FDA. In addition, in Great Britain, we launched an e-commerce test in December 2024 for our internally developed heated tobacco capsule product, SWIC, and made progress toward a PMTA and accelerated work on a modified risk tobacco product application (“MRTPA”) for Ploom, a heated tobacco stick product under our joint venture with JTI. The Committee recognized that our companies’ reduced harm portfolio had significantly improved during the plan cycle. Performance against the strategic initiatives was as follows:

  111. Long-Term Incentive Compensation: 2022 – 2024 LTIP Awards

    | Strategic Initiatives (50%) | Performance against Strategic Initiatives | | | ■ Submit an MRTPA for on!, submit a PMTA for an internally developed novel oral product and have substantially completed a PMTA for an internally developed heated tobacco product. | We met expectations as we submitted a PMTA for an internally developed novel oral product, on! PLUS, and made significant progress on an MRPTA for on!. We deprioritized a PMTA on an internally developed heated tobacco product to focus on an international regulatory filing for a test in Great Britain. | | | ■ Develop options for and implement an enterprise heated tobacco strategy. | We met expectations as we continued our product development efforts by achieving product lock on SWIC. In addition, we completed all commercial production and launched an e-commerce test of SWIC in Great Britain, while also developing a research plan to support an international test strategy. Our partnership with JTI continued, as we built contract manufacturing and commercialization infrastructure to support initial distribution and long-term volume growth of Ploom, while also accelerating our MRTPA submission to enable joint submission and efficiencies with planned PMTA submissions. | | | ■ Deliver on! volume of 320 million cans over three years or achieve at least a 26% share of the nicotine pouch segment by the end of 2024. | We exceeded expectations with on! volume over three years of 357.1 million cans and Helix achieving profitability in the fourth quarter of 2024 ahead of plan. on!’s share of the nicotine pouch segment was 19.5pp for the fourth quarter of 2024. on! is maintaining the second largest position in oral nicotine pouches with an 8.3pp share of oral tobacco in 2024, an increase of 1.5pp versus 2023. | | | ■ Make progress toward reaching our inclusion index aiming point as compared to 2021, 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 exceeded the aiming point of our Inclusion Composite score (80) with a score of 81 in July 2024 (+7 points from June 2021). We built strategic workforce planning capabilities and launched our Optimize & Accelerate initiative to, among other things, realign and redeploy talent against critical business priorities by automating, standardizing and outsourcing administrative processes in a more cost-effective way. | | | ■ Grow international pouch volume to 84 million cans over three years. | We shifted our international pouch strategy to focus on increasing manufacturing capacity in Sweden to meet increased demand, reducing standard variable costs of on! PLUS and pursuing strategic international partnerships. | | | ■ Maximize the contribution of our investments to our long-term benefit of our company and shareholders. | We exceeded expectations as we exchanged a minority economic investment in JUUL for certain intellectual property rights. We also executed a partial sale of our investment in ABI and used the proceeds to support a $2.4 billion accelerated share repurchase program. | | | ■ Demonstrate substantial progress toward our 2025 corporate responsibility focus area outcomes and ESG expectations. | We exceeded expectations as we believe our efforts contributed to the underage use of traditional tobacco products reaching historically low levels and youth vaping rates decreasing to the lowest level in a decade. We achieved essentially all of our 2030 environmental targets by year-end 2023 and announced new SBTi-validated targets in 2024. Additionally, we completed an Equity & Civil Rights Assessment. | | | 2022 – 2024 LTIP Strategic Measures Rating (0% - 130%) | | 120% | | 2022 – 2024 LTIP Business Performance Rating (50% Financial, 50% Strategic) (0% - 143%) | | 109% |

  112. Long-Term Incentive Compensation: 2022 – 2024 LTIP Awards

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

  113. Long-Term Incentive Compensation: 2022 – 2024 LTIP Awards

    The 2022 – 2024 LTIP awards for our NEOs were determined based on the individual award targets and assessment of business performance, with no adjustments based on individual performance.

  114. Long-Term Incentive Compensation: 2022 – 2024 LTIP Awards

    | | | | LTIP | | | | | Individual | Business | 2022 – 2024 | | | | Award | Performance | Actual | | | | Target (1) | Rating | Award | | Name | Band | ($) | (0% - 143%) | ($) | | William F. Gifford, Jr. | A | 3,431,341 | 109 | 3,740,000 | | Salvatore Mancuso | B | 1,047,931 | 109 | 1,142,200 | | Jody L. Begley | B | 1,052,654 | 109 | 1,147,400 | | Robert A. McCarter III | B | 509,498 | 109 | 555,400 | | Heather A. Newman | C | 676,500 | 109 | 737,400 |

  115. Long-Term Incentive Compensation: 2022 – 2024 LTIP Awards

    | (1) Award targets reflect prorations due to salary changes for bands A and B during the performance period. |

  116. 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.

  117. 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 52 and the Non-Qualified Deferred Compensation table on page 54. |

  118. Post-Termination Benefits and Change in Control Payments

    | ■ | Change in Control Payments. Our 2015 PIP, our 2020 PIP and our proposed 2025 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 55. |

  119. 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 55. |

  120. Role of the Compensation and Talent Development Committee

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

  121. 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.

  122. Role of Consultants

    Role of Consultants For 2024, the Committee engaged Meridian Compensation Partners (“Meridian”) as the Committee’s independent consultant. Meridian provides the Committee advice and services, including:

  123. Role of Consultants

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

  124. Role of Consultants

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

  125. Role of Consultants

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

  126. Role of Consultants

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

  127. Role of Consultants

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

  128. Role of Consultants

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

  129. Role of Consultants

    | ■ | Providing competitive compensation information regarding incentive plan design and other pay program features; |

  130. Role of Consultants

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

  131. Role of Consultants

    | ■ | Providing a competitive review of annual and long-term incentives, as well as financial and strategic metrics. |

  132. Role of Consultants

    For the year ended December 31, 2024, 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.

  133. Benchmarking

    Benchmarking

  134. Risk Assessment

    | 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 authority to exercise negative discretion to reduce payouts ■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 misconduct or the restatement of our financial statements ■Individual performance assessments that align NEO interests with the interests of shareholders |

  135. Altria’s Equity Grant Practices

    Altria’s Equity Grant Practices We follow a quarterly cadence for granting equity awards, generally granting awards at the end of February, May, August and November. These grants are made directly by the Committee or, subject to certain limitations, by our CEO through the delegation of the Committee's authority. We may grant awards at other times in certain circumstances, such as a new hire or promotion; however, we generally delay such grants until the next quarterly grant date. We do not take material nonpublic information into account when determining the timing and terms of equity awards, and we do not time the disclosure of material nonpublic information for the purpose of affecting the value of equity awards. Our executive compensation program does not currently include grants of stock options or stock appreciation rights and none are outstanding.

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

    “Clawback” Policies Regarding the Adjustment or Recovery of Compensation We have two “clawback” policies providing for the adjustment or recovery of compensation in certain circumstances. Under our clawback policy that is structured to comply with the requirements of the Dodd-Frank Act (filed as an exhibit to our 2024 Form 10-K), 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 our annual incentive awards, LTIP awards and PSUs. Under our other clawback policy, which applies to all executives, 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 reoccurrence. In December 2024, we amended the policy to also provide that our Board or the Committee may take such action it deems necessary or appropriate in the event it determines that a current or former executive has engaged in misconduct, regardless of whether there is a financial reporting error in calculating any of the compensation paid to the executive. Action in the event of a restatement or misconduct 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.

  137. Summary Compensation Table

    Summary Compensation Table The following table provides the compensation information of our NEOs for 2024, 2023 and 2022.

  138. 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 2024 | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | William F. Gifford, Jr., | 2024 | 1,433,333 | 7,230,041 | 3,270,000 | 3,740,000 | 10,866,155 | 249,083 | 26,788,612 | | Chief Executive Officer, | 2023 | 1,350,000 | 6,600,049 | 2,730,000 | 3,990,000 | 3,630,508 | 228,071 | 18,528,628 | | Altria Group, Inc. | 2022 | 1,333,333 | 6,500,044 | 2,580,000 | 5,570,000 | — | 216,323 | 16,199,700 | | Salvatore Mancuso, | 2024 | 796,550 | 2,012,524 | 1,047,900 | 1,142,200 | 946,441 | 79,655 | 6,025,270 | | Executive Vice President | 2023 | 743,983 | 2,012,588 | 821,000 | 1,204,400 | 1,375,541 | 84,406 | 6,241,918 | | and Chief Financial Officer, Altria Group, Inc. | 2022 | 704,367 | 2,012,554 | 791,100 | 1,706,500 | — | 80,445 | 5,294,966 | | Jody L. Begley, | 2024 | 788,400 | 3,512,570 | 917,500 | 1,147,400 | 981,102 | 78,840 | 7,425,812 | | Executive Vice President | 2023 | 752,650 | 2,012,588 | 812,500 | 1,214,800 | 1,439,900 | 85,273 | 6,317,711 | | and Chief Operating Officer, Altria Group, Inc. | 2022 | 713,950 | 2,275,028 | 838,800 | 1,660,500 | — | 81,403 | 5,569,681 | | Robert A. McCarter III, | 2024 | 677,250 | 2,176,003 | 736,400 | 555,400 | — | 101,588 | 4,246,641 | | Executive Vice President | | | | | | | | | | and General Counsel, Altria Group, Inc. | | | | | | | | | | Heather A. Newman, | 2024 | 671,017 | 1,287,036 | 660,500 | 737,400 | 527,577 | 67,102 | 3,950,632 | | Senior Vice President, | 2023 | 633,000 | 1,386,081 | 651,900 | 823,200 | 824,942 | 73,308 | 4,392,431 | | Chief Strategy & Growth Officer, Altria Group, Inc. | 2022 | 569,650 | 1,386,030 | 636,500 | 1,108,600 | — | 66,973 | 3,767,753 |

  139. 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 2024, together with their grant date values and vesting terms, is disclosed in the Grants of Plan-Based Awards during 2024 table on page 50. The assumptions we used in calculating the grant date fair values of the RSUs and the PSUs awarded in 2024 are described in Note 13 “Stock Plans” to our consolidated financial statements in the 2024 Form 10-K. The table below provides the grant date fair value of the PSUs awarded in 2024 for each of our NEOs assuming the maximum performance level is achieved. |

  140. Summary Compensation Table

    | William F. Gifford, Jr. | Salvatore Mancuso | Jody L. Begley | Robert A. McCarter III | Heather A. Newman | | ($) | ($) | ($) | ($) | ($) | | 7,230,009 | 1,610,027 | 1,610,027 | 540,801 | 1,029,659 |

  141. 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 changes in the discount rate and mortality assumptions. The increase in Mr. Gifford’s present value was primarily due to his achievement of 30 years of service in 2024, which makes him eligible for an unreduced pension. Mr. McCarter was hired after January 1, 2008 and, therefore, is not eligible to participate in our pension plans. |

  142. Summary Compensation Table

    | (3) Details of other compensation for each of our NEOs are provided below. |

  143. Summary Compensation Table

    | | | Allocation to | Personal | | | | | | | Defined | Use of | | | | | | | Contribution | Company | Car | | | | | | Plans (a) | Aircraft (b) | Expenses (c) | Security (d) | Total | | Name | Year | ($) | ($) | ($) | ($) | ($) | | William F. Gifford, Jr. | 2024 | 143,333 | 100,000 | — | 5,750 | 249,083 | | | 2023 | 135,000 | 83,063 | 10,008 | — | 228,071 | | | 2022 | 133,333 | 72,982 | 10,008 | — | 216,323 | | Salvatore Mancuso | 2024 | 79,655 | — | — | — | 79,655 | | | 2023 | 74,398 | — | 10,008 | — | 84,406 | | | 2022 | 70,437 | — | 10,008 | — | 80,445 | | Jody L. Begley | 2024 | 78,840 | — | — | — | 78,840 | | | 2023 | 75,265 | — | 10,008 | — | 85,273 | | | 2022 | 71,395 | — | 10,008 | — | 81,403 | | Robert A. McCarter III | 2024 | 101,588 | — | — | — | 101,588 | | | | | | | — | | | | | | | | — | | | Heather A. Newman | 2024 | 67,102 | — | — | — | 67,102 | | | 2023 | 63,300 | — | 10,008 | — | 73,308 | | | 2022 | 56,965 | — | 10,008 | — | 66,973 |

  144. Summary Compensation Table

    | (a) Amounts represent allocations to tax-qualified and non-qualified supplemental defined contribution plans. |

  145. Summary Compensation Table

    | (b) Personal use of our aircraft reflects incremental costs, including trip-related crew hotels and meals, in-flight food and beverages, landing and ground handling fees, hourly maintenance contracts, hangar or aircraft parking, fuel (based on the average monthly cost of fuel per hour flown) and other smaller variable costs. For purposes of calculating incremental costs, we would include the incremental costs of any deadhead flights, or portions thereof, made in connection with personal travel. Fixed costs incurred in any event to operate our aircraft (e.g., aircraft purchase costs, depreciation, maintenance not related to personal trips and flight crew salaries) would not be included. Mr. Gifford is required to pay his own taxes on imputed taxable income resulting from personal use of our aircraft. |

  146. Summary Compensation Table

    | (c) Car expenses reflect an annual cash vehicle allowance that ended in 2023. |

  147. Summary Compensation Table

    | (d) Security includes online personal data removal to mitigate the risk of social engineering cyber-attacks. |

  148. Summary Compensation Table

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

  149. Grants of Plan-Based Awards during 2024

    Grants of Plan-Based Awards during 2024

  150. Grants of Plan-Based Awards during 2024

    | | | | | | | | | 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. | 2024 | — | 2,465,000 | 5,607,875(1) | | | | | | | | 2024 – 2026 | — | 3,755,766 | 6,197,015(2) | | | | | | | | 2/27/2024 | | | | — | 85,883 | 171,766 | | 3,615,004 | | | 2/27/2024 | | | | | | | 88,718 | 3,615,037 | | Salvatore Mancuso | 2024 | — | 760,475 | 1,482,926(1) | | | | | | | | 2024 – 2026 | — | 1,156,234 | 1,907,786(2) | | | | | | | | 2/27/2024 | | | | — | 19,125 | 38,250 | | 805,013 | | | 2/27/2024 | | | | | | | 29,634 | 1,207,511 | | Jody L. Begley | 2024 | — | 752,685 | 1,467,736(1) | | | | | | | | 2024 – 2026 | — | 1,144,777 | 1,888,882(2) | | | | | | | | 2/27/2024 | | | | — | 19,125 | 38,250 | | 805,013 | | | 2/27/2024 | | | | | | | 29,634 | 1,207,511 | | | 12/10/2024 | | | | | | | 26,897 | 1,500,046 | | Robert A. McCarter III | 2024 | — | 604,085 | 1,177,965(1) | | | | | | | | 2024 – 2026 | — | 927,849 | 1,530,951(2) | | | | | | | | 2/27/2024 | | | | — | 6,424 | 12,848 | | 270,400 | | | 2/27/2024 | | | | | | | 9,954 | 405,601 | | | 4/1/2024 | | | | | | | 34,463 | 1,500,002 | | Heather A. Newman | 2024 | — | 541,840 | 1,056,588(1) | | | | | | | | 2024 – 2026 | — | 676,500 | 1,116,225(2) | | | | | | | | 2/27/2024 | | | | — | 12,231 | 24,462 | | 514,830 | | | 2/27/2024 | | | | | | | 18,951 | 772,206 |

  151. Grants of Plan-Based Awards during 2024

    | (1) Reflects the target and maximum awards under the 2024 Annual Incentive Award plan. Actual awards paid under the 2024 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. |

  152. Grants of Plan-Based Awards during 2024

    | (2) Represents the possible future payouts for the full three-year performance cycle of the 2024 – 2026 LTIP to be paid in early 2027. 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. Gifford, Mancuso, Begley and McCarter. The 2024 – 2026 LTIP performance cycle commenced on January 1, 2024 and will conclude on December 31, 2026. The maximum represents the awards payable assuming the highest level of business performance is achieved. |

  153. Grants of Plan-Based Awards during 2024

    | (3) Reflects target and maximum PSUs granted to our NEOs in 2024, which will vest on February 26, 2027. The actual number of units that vest will range between 0% and 200% 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 based on the number of PSUs that vest. |

  154. Grants of Plan-Based Awards during 2024

    | (4) Reflects RSUs granted to our NEOs in 2024. Grants made on February 27, 2024, April 1, 2024 and December 10, 2024 will vest on February 26, 2027, March 29, 2029 and November 28, 2029, respectively. Holders of RSUs receive cash dividend equivalents paid quarterly during the vesting period. |

  155. Grants of Plan-Based Awards during 2024

    | (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 2024 are described in Note 13 “Stock Plans” to our consolidated financial statements in the 2024 Form 10-K. |

  156. Outstanding Equity Awards as of December 31, 2024

    Outstanding Equity Awards as of December 31, 2024

  157. Outstanding Equity Awards as of December 31, 2024

    | | 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. | 2/27/2024 | 2/26/2027 | 88,718 | 4,639,064 | 85,883 | 4,490,822 | | | 2/27/2023 | 2/26/2026 | 70,311 | 3,676,562 | 67,013 | 3,504,110 | | | 2/24/2022 | 2/27/2025 | 78,396 | 4,099,327 | 49,909 | 2,609,742 | | | 4/16/2020 | 4/16/2025 | 51,540 | 2,695,027 | 33,735 | 1,764,003 | | Salvatore Mancuso | 2/27/2024 | 2/26/2027 | 29,634 | 1,549,562 | 19,125 | 1,000,046 | | | 2/27/2023 | 2/26/2026 | 25,728 | 1,345,317 | 16,348 | 854,837 | | | 2/24/2022 | 2/27/2025 | 24,273 | 1,269,235 | 15,453 | 808,037 | | | 8/19/2020 | 8/21/2025 | 34,357 | 1,796,528 | — | — | | Jody L. Begley | 12/10/2024 | 11/28/2029 | 26,897 | 1,406,444 | — | — | | | 2/27/2024 | 2/26/2027 | 29,634 | 1,549,562 | 19,125 | 1,000,046 | | | 2/27/2023 | 2/26/2026 | 25,728 | 1,345,317 | 16,348 | 854,837 | | | 2/24/2022 | 2/27/2025 | 27,439 | 1,434,785 | 17,468 | 913,402 | | Robert A. McCarter III | 4/1/2024 | 3/29/2029 | 34,463 | 1,802,070 | — | — | | | 2/27/2024 | 2/26/2027 | 9,954 | 520,495 | 6,424 | 335,911 | | | 2/27/2023 | 2/26/2026 | 8,642 | 451,890 | 5,492 | 287,177 | | | 2/24/2022 | 2/27/2025 | 8,154 | 426,373 | 5,191 | 271,437 | | | 1/28/2020 | 1/28/2025 | 14,036 | 733,942 | — | — | | Heather A. Newman | 2/27/2024 | 2/26/2027 | 18,951 | 990,948 | 12,231 | 639,559 | | | 2/27/2023 | 2/26/2026 | 17,719 | 926,527 | 11,259 | 588,733 | | | 2/24/2022 | 2/27/2025 | 16,717 | 874,132 | 10,642 | 556,470 | | | 8/19/2020 | 8/21/2025 | 22,905 | 1,197,702 | — | — |

  158. Outstanding Equity Awards as of December 31, 2024

    | (1) Market values are based on $52.29, the closing price of Altria common stock on December 31, 2024; and amount assumes target performance goals are achieved. |

  159. Outstanding Equity Awards as of December 31, 2024

    | (2) Amount assumes target performance goals are achieved. The actual number of units that vest will range between 0% to 156% of target for grants prior to January 1, 2024 and 0% to 200% thereafter, depending on actual performance during the applicable performance cycle. |

  160. Stock Vested during 2024

    Stock Vested during 2024

  161. Stock Vested during 2024

    | | Stock Awards | | | | Number of Shares | Value Realized | | | Acquired on Vesting | on Vesting | | Name | (#) | ($) | | William F. Gifford, Jr. | 127,126 | 5,199,453 | | Salvatore Mancuso | 42,641 | 1,744,017 | | Jody L. Begley | 42,641 | 1,744,017 | | Robert A. McCarter III | 11,018 | 450,636 | | Heather A. Newman | 25,172 | 1,029,535 |

  162. Stock Vested during 2024

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

  163. 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 2024 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 table included in footnote 3 to the Summary Compensation Table. Mr. McCarter was hired after January 1, 2008 and, therefore, is not covered under our pension plans.

  164. 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 | 30.25 | 2,106,055 | –– | | | Benefit Equalization Plan (pension portion) | 30.25 | 22,884,837 | –– | | Salvatore Mancuso | Altria Retirement Plan | 34.25 | 2,228,110 | –– | | | Benefit Equalization Plan (pension portion) | 34.25 | 8,736,501 | –– | | Jody L. Begley | Altria Retirement Plan | 29.50 | 1,337,762 | –– | | | Benefit Equalization Plan (pension portion) | 29.50 | 5,342,326 | –– | | Heather A. Newman | Altria Retirement Plan | 24.67 | 844,769 | –– | | | Benefit Equalization Plan (pension portion) | 24.67 | 2,285,937 | –– |

  165. Pension Benefits

    | (1) Years of credited service are as of December 31, 2024. |

  166. 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 2024 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 5.6% 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 18 “Benefit Plans” to our consolidated financial statements in the 2024 Form 10-K for a description of the financial accounting assumptions referred to above. |

  167. 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 who participate in the Altria Retirement Plan, is based on the following formula and terms:

  168. 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) |

  169. 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. Messrs. Gifford and Mancuso are currently eligible for an unreduced retirement benefit. Mr. Begley is currently eligible for reduced early retirement benefits. Ms. Newman is not currently eligible for either a reduced or unreduced early retirement benefit.

  170. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation

  171. 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) | — | 108,833 | 19,374 | — | 825,692 | | Salvatore Mancuso | Benefit Equalization Plan (deferred profit-sharing portion) | — | 45,155 | 8,477 | — | 360,765 | | Jody L. Begley | Benefit Equalization Plan (deferred profit-sharing portion) | — | 44,340 | 6,964 | — | 297,660 | | Robert A. McCarter III | Benefit Equalization Plan (deferred profit-sharing portion) | — | 65,688 | 10,641 | — | 453,426 | | Heather A. Newman | Benefit Equalization Plan (deferred profit-sharing portion) | — | 32,602 | 2,434 | — | 106,450 |

  172. Non-Qualified Deferred Compensation

    | (1) The amounts in this column reflect contributions to the deferred profit-sharing portion of the BEP earned in 2024, which were credited to the participant’s account as of the last business day of February 2025 and are included in the “Allocation to Defined Contribution Plans” column of the table included in footnote 3 to the Summary Compensation Table on page 49. The BEP DPS is further described below. |

  173. Non-Qualified Deferred Compensation

    | (2) The values in this column consist of amounts credited as earnings for 2024 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 48. |

  174. Non-Qualified Deferred Compensation

    | (3) The aggregate balances shown include allocations reported in the Summary Compensation Table for previous years for Mr. Gifford, $618,051; for Mr. Mancuso, $176,188; for Mr. Begley, $174,002; and for Ms. Newman, $79,473. Allocations were also made for years when these individuals were not NEOs. |

  175. CEO Pay Ratio

    CEO Pay Ratio For 2024, our last completed fiscal year:

  176. CEO Pay Ratio

    | ■ | the annualized total compensation, including non-cash benefits, of our CEO (Mr. Gifford) was $26,805,168; |

  177. CEO Pay Ratio

    | ■ | the annual total compensation, including non-cash benefits, of the median Altria employee (excluding our CEO) was $158,795; and |

  178. CEO Pay Ratio

    | ■ | the ratio of our CEO’s annual total compensation to that of the median Altria employee was 169 to 1. |

  179. CEO Pay Ratio

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

  180. CEO Pay Ratio

    | ■ | We compiled a list of all employees as of December 31, 2024, which showed 6,184 total employees. |

  181. CEO Pay Ratio

    | ■ | As permitted by the de minimis exemption under applicable SEC rules, we then excluded all non-U.S. employees (143) located in Canada (38), Sweden (103) and the United Kingdom (2), as they represented 5% or less of our total workforce. |

  182. CEO Pay Ratio

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

  183. CEO Pay Ratio

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

  184. CEO Pay Ratio

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

  185. CEO Pay Ratio

    | ■ | Altria’s 2024 contribution to each employee’s defined contribution plan account; and |

  186. 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. |

  187. CEO Pay Ratio

    | ■ | We annualized the 2024 compensation of all full- and part-time employees hired after January 1, 2024 who were not temporary or seasonal. We did not make a full-time equivalent adjustment for any employee. |

  188. 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. |

  189. CEO Pay Ratio

    For purposes of the ratio described above, we determined the median employee’s total compensation for 2024 in the same manner used to determine our CEO’s total compensation for 2024 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 2024 was an ALCS 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.

  190. 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 “Compensation Discussion and Analysis” beginning on page 27.

  191. 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) | ($) | | 2024 | — | — | 26,788,612 | 24,949,438 | 5,800,571 | 7,535,200 | 157.88 | 132.50 | 11,264 | 5.12 | | 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 |

  192. 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. |

  193. 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. For 2024, 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: |

  194. 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 | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | CEO Adjustments | 7,230,041 | 10,866,155 | 9,426,677 | 3,518,826 | 66,579 | — | 1,135,944 | 2,108,996 | | Average Non-CEO NEOs Adjustments | 2,270,710 | 818,373 | 2,673,182 | 801,103 | 15,924 | — | 325,134 | 600,332 |

  195. Pay Versus Performance

    | (a) Fair values shown apply updated assumptions from the grant date assumptions described in Note 13 “Stock Plans” to our consolidated financial statements included in our 2024 Form 10-K. Fair values for PSUs take into account the probable outcome of the performance conditions as of the last day of 2024 or, if earlier, the vesting date. Fair values for RSUs use the price of Altria common stock as of the last day of 2024 or, if earlier, the vesting date. |

  196. Pay Versus Performance

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

  197. Pay Versus Performance

    | (c) The amounts show the change in the present value of each NEO’s pension benefits for 2024 from December 31, 2023 to December 31, 2024. |

  198. Pay Versus Performance

    | (d) Reflects the fair value as of December 31 for outstanding and unvested grants awarded during 2024. |

  199. Pay Versus Performance

    | (e) For awards granted before 2024, reflects the change in fair value between the end of 2023 and 2024 for outstanding and unvested awards. |

  200. Pay Versus Performance

    | (f) For awards that vested, reflects the change in fair value between the end of 2023 and the vest date. |

  201. Pay Versus Performance

    | (g) Reflects the fair value as of the end of 2023 for awards forfeited during the year. |

  202. Pay Versus Performance

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

  203. 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. |

  204. Pay Versus Performance

    | (3) The non-CEO NEOs included in the 2024 average compensation are Salvatore Mancuso, Jody L. Begley, Robert A. McCarter III and Heather A. Newman. 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. |

  205. 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 2024 Form 10-K. |

  206. Pay Versus Performance

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

  207. Pay Versus Performance

    | (6) Adjusted diluted EPS is a non-GAAP financial measure. See Exhibit C 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. |

  208. Pay Versus Performance

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

  209. Pay Versus Performance

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

  210. Pay Versus Performance

    | (1) Adjusted diluted EPS is a non-GAAP financial measure. See Exhibit C 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. |

  211. 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.

  212. 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 |

  213. Pay Versus Performance

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

  214. Pay Versus Performance

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

  215. 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. |

  216. Pay Versus Performance

    | At the 2024 Annual Meeting, over 95% of the votes cast approved our NEO compensation on an advisory basis. |

  217. 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 2024 Annual Meeting, 95.1% 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 27 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.”

  218. Pay Versus Performance

    | | RECOMMENDATION FOR | | Our Board recommends a vote FOR this proposal. | |

  219. 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 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”) unless our Board modifies its policy of holding this vote on an annual basis.

  220. Pay Versus Performance

    | Proposal 4 | Approval of the 2025 Performance Incentive Plan | Our Board recommends a vote FOR this proposal. |

  221. Pay Versus Performance

    We currently grant equity awards to our management under the 2020 PIP, which was approved by our shareholders at our 2020 Annual Meeting of Shareholders. Under the terms of the 2020 PIP, no awards can be made after May 31, 2025. Consequently, on February 27, 2025, our Board adopted the 2025 Performance Incentive Plan (the “2025 PIP”), subject to approval by our shareholders. The 2025 PIP is intended to be the successor to the 2020 PIP. Any shares remaining under the 2020 PIP will no longer be available to be granted as new awards after May 31, 2025. No awards can be made under the 2025 PIP unless it is approved by our shareholders at the 2025 Annual Meeting. The 2025 PIP provides for the potential issuance of up to 25 million shares of Altria common stock. This represents approximately 1.5% of all outstanding shares and is the same number of shares authorized under the 2020 PIP. Our Board believes that the 2025 PIP is an important element of Altria’s overall compensation program. We believe the 2025 PIP will support our ongoing efforts to develop and retain world-class leaders and enable us to provide incentives that are aligned with the interests of our shareholders.

  222. Highlights of the 2025 Director Stock Plan

    | | 2025 Director Stock Plan | 2015 Director Stock Plan | | Annual Limit on Cash and Stock Non-Employee Director Compensation | Annual limit of $700,000 on the total of the cash and stock compensation paid to each non-employee director other than the Board Chair. | No limit on total compensation for non-employee directors. | | Annual Limit on Cash and Stock Paid to Board Chair | Annual limit of $1,200,000 on the total of the cash and stock compensation paid to the non-employee director Board Chair. | No limit on total compensation for non-employee director Board Chair. |