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Begley Executive Vice President and Chief Operating Officer 53
−Removed: Bryant Vice President and Treasurer 54
Steven D’Ambrosia Vice President and Controller 58
−Removed: Garnick Executive Vice President and General Counsel 64
Chief Executive Officer 54
Salvatore Mancuso Executive Vice President and Chief Financial Officer 59
+Added: McCarter III Executive Vice President and General Counsel 52
Newman Senior Vice President, Chief Strategy & Growth Officer 47
−Removed: Hildebrandt Surgner, Jr.
−Removed: Vice President, Corporate Secretary and Associate General Counsel 58
Whitaker Senior Vice President, Chief Human Resources Officer and Chief Compliance Officer
All of the above-mentioned executive officers have been employed by Altria or our subsidiaries in various capacities during the past five years.
−Removed: As previously announced, Mr.
−Removed: Garnick will retire as Executive Vice President and General Counsel, effective April 1, 2024.
−Removed: McCarter III (age 51) was elected to become Executive Vice President and General Counsel upon Mr.
−Removed: Garnick’s retirement.
−Removed: McCarter currently serves as Senior Vice President and Associate General Counsel, ALCS, a position he has held since November 2020.
−Removed: Prior to this role, he served as Vice President and Associate General Counsel, ALCS, from July 2015 through October 2020.
−Removed: McCarter has been continuously employed by ALCS in legal positions since 2015.
−Removed: Whitaker’s wife and Mr.
−Removed: Surgner’s wife are first cousins.
+Added: Insider Trading Policy
+Added: We have adopted an insider trading policy that governs transactions in our securities by our directors, officers and employees, and by Altria and our subsidiaries.
+Added: Our insider trading policy is designed to promote compliance with insider trading laws, rules and regulations applicable to us.
+Added: A copy of our insider trading policy is filed with this Annual Report on Form 10-K as Exhibit 19.
+Added: T able of Contents
Codes of Conduct and Corporate Governance
4 unchanged sentences
Any waiver granted by us to our principal executive officer, principal financial officer or controller under the Code of Conduct, and certain amendments to the Code of Conduct, will be disclosed on our website at www.altria.com within the time period required by applicable rules.
−Removed: In addition, we have adopted corporate governance guidelines and charters for our Audit, Compensation and Nominating, Corporate Governance and Social Responsibility Committees and the other committees of our Board of Directors.
+Added: In addition, we have adopted corporate governance guidelines and charters for our Audit, Compensation and Talent Development and Nominating, Corporate Governance and Social Responsibility Committees and the other committees of our Board of Directors.
All of these documents are available free of charge on our website at www.altria.com.
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(3) Includes 18,507,747 shares available under the 2020 Performance Incentive Plan and 533,843 shares available under the 2015 Stock Compensation Plan for Non-Employee Directors, and excludes shares reflected in column (a).
−Removed: Refer to “Ownership of Equity Securities of Altria - Directors, Nominees and Executive Officers” and “Ownership of Equity Securities of Altria - Certain Other Beneficial Owners” sections of our proxy statement.
+Added: Refer to “Ownership of Equity Securities - Directors, Nominees and Executive Officers” and “Ownership of Equity Securities - Certain Other Beneficial Owners” sections of our proxy statement.
Certain Relationships and Related Transactions, and Director Independence.
−Removed: Refer to “Related Person Transactions, Director Code and Code of Conduct” and “Board and Governance Matters - Altria Board of Directors - Director Independence Determinations” sections of our proxy statement.
−Removed: Principal Accounting Fees and Services.
+Added: Refer to “Board and Governance Matters - Our Board of Directors - Related Person Transactions, Director Code and Code of Conduct” and “Board and Governance Matters - Our Board of Directors - Director Independence Determinations” sections of our proxy statement.
+Added: Principal Accountant Fees and Services.
Refer to “Audit Committee Matters - Independent Registered Public Accounting Firm’s Fees” and “Audit Committee Matters - Pre-Approval Policy” sections of our proxy statement.
+Added: T able of Contents
Exhibits and Financial Statement Schedules.
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4.5 The Registrant agrees to furnish copies of any instruments defining the rights of holders of long-term debt of the Registrant and its consolidated subsidiaries that does not exceed 10 percent of the total assets of the Registrant and its consolidated subsidiaries to the Commission upon request.
+Added: T able of Contents
10.1 Comprehensive Settlement Agreement and Release related to settlement of Mississippi health care cost recovery action, dated as of October 17, 1997.
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Incorporated by reference to Altria Group, Inc.’s Annual Report on Form 10-K for year ended December 31, 2018 (File No.
+Added: T able of Contents
10.19 Form of Employee Grantor Trust Enrollment Agreement.
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Incorporated by reference to Altria Group, Inc.’s Quarterly Report on Form 10-Q for the period ended March 31, 2019 (File No.
−Removed: 10.27 Form of Performance Stock Unit Agreement, dated as of February 26, 2019.
+Added: 10.27 Form of Restricted Stock Unit Agreement (2020).
Incorporated by reference to Altria Group, Inc.’s Quarterly Report on Form 10-Q for the period ended March 31, 2020 (File No.
+Added: 10.28 Form of Performance Stock Unit Agreement (2020).
+Added: Incorporated by reference to Altria Group, Inc.’s Quarterly Report on Form 10-Q for the period ended March 31, 2020 (File No.
10.29 Form of Restricted Stock Unit Agreement (2021).
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Gifford, Jr., dated February 23, 2023.
−Removed: Incorporated by reference to Altria Gr oup, Inc.
−Removed: ’ s Annual Report on Form 10-K for the year ended December 31, 2022 (File No.
+Added: Incorporated by reference to Altria Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2022 (File No.
+Added: T able of Contents
10.41 Form of Agreement and General Release (September 2019).
Incorporated by reference to Altria Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2019 (File No.
+Added: 10.42 United Kingdom Sub-Plan of the Altria Group, Inc.
+Added: 2020 Performance Plan, as Amended.
+Added: Incorporated by reference to the Altria Group, Inc.’s Quarterly Report on Form 10-Q for the period ended September 30, 2024 (File No.
+Added: 19 Insider trading policy.
21 Subsidiaries of Altria Group, Inc.
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Dodd-Frank Compensation Recoupment Policy.
+Added: Incorporated by reference to Altria Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2023 (File No.
99.1 Certain Litigation Matters.
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Vice President and Controller February 26, 2025
+Added: CLARKE, Directors
GEORGE MUÑOZ,
−Removed: MAX YZAGUIRRE Directors
+Added: MAX YZAGUIRRE
/s/ WILLIAM F.
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.