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Annual Meeting of Shareholders and Proxy Statement

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ANDRÉ CALANTZOPOULOS EXECUTIVE CHAIRMAN OF THE BOARD JACEK OLCZAK DIRECTOR AND CHIEF EXECUTIVE OFFICER

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DEAR FELLOW SHAREHOLDER: You are cordially invited to join us at the 2024 Annual Meeting of Shareholders of Philip Morris International Inc. (“PMI”, the “Company” or “we”) to be held on Wednesday, May 8, 2024, at 9:00 a.m. Eastern Daylight Time (“EDT”). As such, we are pleased to once again host a virtual meeting this year. Meaningful shareholder engagement is important to us, and our virtual Annual Shareholders Meetings, conducted solely online through a live webcast, have facilitated participation of our shareholders worldwide, regardless of their resources, size or physical location, while saving us and our shareholders time and travel expenses, and, importantly, reducing our environmental impact. 2 0 2 3  Y E A R  I N  R E V I E W In 2023, PMI delivered another year of strong financial performance with excellent organic top-line growth and the very positive contribution of smoke-free products compensating for cost increases and currency headwinds. This reflects the continued impressive performance of IQOS, the outstanding growth of ZYN, and the resilience of our combustible business. As we look back on the year, we must first and foremost salute the enormous efforts of our nearly 83,000 employees across the globe who again delivered strongly in a very challenging environment. L O O K I N G  T O  T H E  F U T U R E Last year brought continued challenges for the world and for PMI. Despite ongoing volatility in the operating environment, our people yet again rose to the occasion and spared no effort to deliver excellent business results and achieve several remarkable milestones on our path to becoming a smoke-free company. We continue to see significant opportunity in our business transformation away from combustible tobacco products through our leadership in smoke-free products, as well as further growth in wellness and healthcare over the long term.

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​	Sincerely,	​	​	Sincerely,	​
​	André Calantzopoulos	​	​	Jacek Olczak	​

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P R O X Y S U M M A R Y

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PMI at a Glance	​
PMI, one of the world’s leading international tobacco companies, is working to deliver a smoke-free future and to evolve its portfolio for the long-term to include products outside of the tobacco and nicotine sector. PMI’s principal executive offices are located at 677 Washington Blvd., Suite 1100, Stamford, Connecticut 06901, and it is listed on the New York Stock Exchange (NYSE: PM).	​
(a) Reflects PMI smoke-free product net revenues of $12.8 billion as a percentage of PMI total net revenues of $35.2 billion ​	​
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2023 Annual Performance Targets and Results	​
PMI met or exceeded all but one of the annual performance-based targets pre-established by the Compensation and Leadership Development Committee (“Compensation Committee”) for annual cash incentive compensation awards. Against an overall target of 100, the Compensation Committee certified a performance rating of 110. See below for achievements against individual performance targets and their relative weights. More information is available on pages 47-49.	​

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Growth Measure(a)

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Target

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Achieved Result

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Weight

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Performance Rating

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Share of Top 30 OI Markets(b)

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15-17

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19

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15%

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110

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Smoke-Free (“HTU”) Shipment Volume

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124-128

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125.3

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15%

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100

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Adjusted Net Revenues(c)

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7.0-8.0%

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7.8%

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20%

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100

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Adjusted OI(c)

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4.1-5.0%

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3.7%

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15%

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93

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Operating Cash Flow(d)

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(3.0)-(0.4)%

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(2.8)%

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20%

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100

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Strategic Initiatives

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100%

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110%

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15%

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110

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(a) See Exhibit B for a reconciliation of non-GAAP to the most directly comparable U.S. GAAP financial numbers. ​ (b) Number of top 30 OI markets (reflecting the deconsolidation of RBH) in which total share of heated tobacco units and cigarettes was growing or stable ​ (c) Organic growth ​ (d) Ex-currency growth ​

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P R O X Y S U M M A R Y

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Who we engaged	​	​	​	How we engaged	​	​	​	What we learned	​
In 2023, we met with 56 of our top 100​ institutional investors, either in person or virtually, representing approximately 70%​ of our available global shareholder base (which excludes index and pension funds that typically do not meet with management).	​	​	​	In addition to these regular Investor Relations engagements, we invited 91 of our largest shareholders (including their governance and sustainability decision makers), holding approximately 60% of our outstanding shares to participate in individual conference calls.	​	​	​	• Engagements provided us with a better understanding of our shareholders’ priorities, perspectives and positions. ​ • The substance of these engagements was reported to our Compensation Committee, our Nominating and Corporate Governance Committee, and our entire Board of Directors. ​	​
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P R O X Y S U M M A R Y

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

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

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B O A R D  O P E R A T I O N S  A N D  G O V E R N A N C E

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

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B O A R D  O P E R A T I O N S  A N D  G O V E R N A N C E

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

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

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B O A R D  O P E R A T I O N S  A N D  G O V E R N A N C E

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

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Meetings in 2023: 9

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COMMITTEE PURPOSE:​ • oversee the integrity of the financial statements and monitor financial reporting processes and systems of internal control; ​ • monitor the qualifications, independence and performance of the independent auditors; ​ • monitor the qualifications and performance of the internal auditors and internal audit function; ​ • monitor the Company’s compliance with legal and regulatory requirements; and ​ • provide an avenue of communication among management, the independent auditors, the internal auditors, the chief compliance officer and the Board ​

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COMPENSATION AND LEADERSHIP DEVELOPMENT COMMITTEE SUMMARY

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Meetings in 2023: 5

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COMMITTEE PURPOSE:​ • discharge the Board’s responsibilities relating to executive compensation; ​ • produce a report for inclusion in the proxy statement; and ​ • review talent management succession plans for the CEO and other senior executives. ​

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Werner Geissler (Chair)

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NOMINATING AND CORPORATE GOVERNANCE COMMITTEE SUMMARY

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Meetings in 2023: 4

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COMMITTEE PURPOSE:​ • identify qualified candidates for Board membership; ​ • recommend nominees for election or re-election at the annual meeting and candidates, as necessary, to fill vacancies and new directorships; ​ • advise the Board on corporate governance and sustainability matters; ​ • oversee self-evaluation of the Board and each committee of the Board; and ​ • oversight of political contributions and lobbying activities. ​

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Kalpana Morparia (Chair)

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SCIENCE AND TECHNOLOGY COMMITTEE SUMMARY

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Meetings in 2023: 4

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COMMITTEE PURPOSE: • oversee the long-term product portfolio strategy of the Company, focusing on research and development of new products and services, and improvements to existing products and services, including RRPs and development of the Company’s Wellness and Healthcare business; and ​ • monitor and review key legislative, regulatory and public policy issues and trends related to the research and development of RRPs and Wellness and Healthcare products. ​

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Shlomo Yanai (Chair)

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B O A R D  O P E R A T I O N S  A N D  G O V E R N A N C E

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the impact a risk could have on the organization if it occurs,

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B O A R D  O P E R A T I O N S  A N D  G O V E R N A N C E

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

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

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

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E L E C T I O N O F D I R E C T O R S

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

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E L E C T I O N O F D I R E C T O R S

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

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Citizenship

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Independence

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Audit & Risk

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Compensation & Leadership Development

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Nominating & Corporate Governance

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Science & Technology

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BONIN BOUGH Age: 46 Director since: 2021

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ANDRÉ CALANTZOPOULOS Age: 66 Director since: 2013

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MICHEL COMBES Age: 61 Director since: 2020

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JUAN JOSÉ DABOUB Age: 60 Director since: 2021

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WERNER GEISSLER Age: 70 Director since: 2015

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VICTORIA HARKER Age: 59 Director since: 2024

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LISA A. HOOK Age: 66 Director since: 2018

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KALPANA MORPARIA Age: 74 Director since: 2011

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JACEK OLCZAK Age: 59 Director since: 2021

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ROBERT B. POLET Age: 68 Director since: 2011

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DESSI TEMPERLEY Age: 51 Director since: 2021

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SHLOMO YANAI Age: 71 Director since: 2021

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E L E C T I O N O F D I R E C T O R S

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• High Integrity ​ • Proven Record of Success ​ • Leadership ​ • Understanding of our Global Business and Markets ​

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• Strength of Character and Judgment ​ • Corporate Governance Experience ​ • Talent Management/ Succession Planning ​

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• Diversity of Perspectives ​ • Intellectual/ Analytical Skills ​ • Strategic Planning ​ • Risk Assessment and Oversight ​

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EXPERIENCE

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Bough

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Calantzopoulos

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Combes

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Geissler

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Harker

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Olczak

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E L E C T I O N O F D I R E C T O R S

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Occupation: Founder and Chief Growth Officer, Diligence, LLC (also known as Bonin Ventures) Committees: Science and Technology

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BONIN BOUGH

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Director Since: 2021

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Age: 46

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CAREER HIGHLIGHTS

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Diligence, LLC (also known as Bonin Ventures), an entity focused on accelerating growth of innovative start-up companies • Founder and Chief Growth Officer, since 2014. ​ Triller, a global social media company • Chief Growth Officer, since 2020. ​ SheaMoisture • Chief Growth Officer, from 2016 to 2017. ​

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Mondelèz International, Inc. • Chief Media and E-Commerce Officer, from 2015 to 2016. ​ • Vice President, Global Media and Consumer Engagement, from 2012 to 2015. ​ The Kraft Heinz Company • Vice President, Global Media and Consumer Engagement, from 2012 to 2015. ​ PepsiCo, Inc. • Chief Digital Officer, from 2008 to 2012. ​

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Director Qualifications: With his unique executive marketing experience, Mr. Bough brings to the Board his considerable entrepreneurial expertise, particularly with respect to e-commerce, innovative technologies and acceleration of brand equity, as well as valuable insights for transforming and growing large, multinational businesses and start-ups. Other Directorships and Associations: Mr. Bough previously sat on the board of directors of SITO Mobile Ltd., a U.S. based mobile solution provider and mobile advertising platform, from 2018 to 2020.

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Occupation: Executive Chairman, Philip Morris International Inc. Committees: Science and Technology

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ANDRÉ CALANTZOPOULOS

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Director Since: 2013

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Age: 66

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CAREER HIGHLIGHTS

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Philip Morris International Inc. • Executive Chairman of the Board of Directors, since May 2021.* ​ • CEO, from 2013 until May 5, 2021. ​ • Chief Operating Officer from March 2008, following the spin-off from Altria Group, Inc., until becoming CEO in May 2013. ​

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• President and CEO, from April 2002 until the spin-off in March 2008. ​ • Various roles across Central Europe, including Managing Director of PM Poland and President of the Eastern European Region, from February 1985 to April 2002. ​

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Director Qualifications: In his role as Executive Chairman, Mr. Calantzopoulos’ all-encompassing knowledge of the Company and the tobacco industry serves the Company and the Board well. He has played an instrumental role in numerous key initiatives, leading the Company with his bold vision of a smoke-free future, and through its related evolution into a consumer-centric technology and science-driven business. * Mr. Calantzopoulos will retire as an officer of the Company immediately following the 2024 Annual Meeting of Shareholders, but will continue to serve on the Board as Non-Executive Chairman.

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E L E C T I O N O F D I R E C T O R S

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Occupation: Executive Vice President, Claure Group LLP Committees: Audit and Risk (Chair), and Nominating and Corporate Governance

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MICHEL COMBES

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Director Since: 2020

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Age: 61

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CAREER HIGHLIGHTS

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Claure Group LLP, a multi-billion-dollar global investment firm focused on multiple high growth sectors in Latin America • Executive Vice President, since October 2022. ​ SoftBank Group International, a privately held subsidiary of SoftBank Group Corp. and oversees several SoftBank portfolio companies • CEO, from January 2022 to June 2022. ​ • President, from April 2020 to January 2022. ​ Sprint Corporation • President from 2018 to 2020, Chief Financial Officer from January 2018 to May 2018, CEO from May 2018 to 2020, and a member of the Board of Directors, from 2018 to 2020. ​

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Altice Group • CEO, from 2016 to 2017, and Chief Operating Officer, from 2015 to 2016. ​ SFR Group • Chairman and CEO, from 2015 to 2017. ​ Alcatel-Lucent • CEO, from 2013 to 2015. ​ Vodafone Europe • CEO, from 2008 to 2012 ​ TDF Group (Télédiffusion de France) • Chairman and CEO ​ France Telecom • Executive Vice President ​ French Government • Several roles ​

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Director Qualifications: With his experience as a chief executive and chief financial officer in a number of large, multinational companies in the telephonic and digital communications, banking and portfolio strategy industries, Mr. Combes brings to the Board his considerable entrepreneurial business experience, extensive knowledge of international markets in highly regulated industries, and valuable insights in areas of cybersecurity, innovation, and consumer centricity. Furthermore, as a former CFO, the Board has also determined that Mr. Combes qualifies as an audit committee financial expert. Other Directorships and Associations: Mr. Combes currently sits on the board of directors of two other public companies: Etisalat UAE, headquartered in the United Arab Emirates, since March 2021, and F5, Inc. (formerly, F5 Networks), an American technology company, since October 2023. He previously served on the board of directors of MTS (Mobile TeleSystems) from 2013 to 2018, Sprint Corporation from 2018 to 2020, Altice N.V. and its subsidiary, Altice USA, Inc., from 2016 to 2017, F5 Networks from 2018 to 2021, and Assystem SA, from 2018 to 2023. He also served on several boards of directors of SoftBank Group Corp. portfolio companies. These companies included the public company boards of WeWork Inc., from 2020 to 2022, and SoFi Technologies, Inc., from 2021 to 2022. Mr. Combes also currently sits on the board of directors of three private companies: E-Space, since January 2023; V.tal, since November 2022; and Swile SAS, since October 2021.

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Occupation: Chairman, President and CEO, The Daboub Partnership of Arcis, LLC Committees: Compensation and Leadership Development and Science and Technology

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JUAN JOSÉ DABOUB

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Director Since: 2021

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Age: 60

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CAREER HIGHLIGHTS

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The Daboub Partnership/Arcis, LLC, a business consulting company • Chairman, President and CEO, since 2010. ​ Dorado Partners LLC, a private investment company • Vice Chairman, since 2014. ​ HUGE Business and Investment Council, a nonprofit business association dedicated to drive the creation of sustainable jobs in Honduras, U.S.A., Guatemala and El Salvador • President, since 2020. ​ Global Adaptation Institute, a foundation dedicated to the understanding of climate change • Founding CEO, from 2010 to 2013. ​ • Director on the Advisory Board, since 2010. ​

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World Economic Forum’s Global Agenda Council on Climate Change • Co-Chair, from 2012 to 2014. ​ World Bank Group • Managing Director, from 2006 to 2010. ​ Government of El Salvador • Several senior positions, including Minister of Finance and Chief-of-Staff to the President, from 1992 to 2004. ​

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Director Qualifications: Dr. Daboub’s substantial business leadership experience, deep governance expertise, and outstanding government, multilateral organization and humanitarian service on a worldwide scale, bring a unique perspective to the Company’s sustainability strategy, and its efforts to advocate for the development of science-based regulatory frameworks in connection with the development and commercialization of RRPs. The Board has also determined that Dr. Daboub qualifies as an audit committee financial expert. Other Directorships and Associations: Dr. Daboub currently sits on the board of directors of Grupo Financiero Ficohsa, S.A., a Central American banking and financial services company. Previously, from September 2020 to August 2021, Dr. Daboub served as a director of Tortoise Acquisition Corp. II, a special purpose acquisition company in the sustainable energy sector, and, from July 2021 to July 2023, of TortoiseEcofin Acquisition Corp. III, a special purpose acquisition company.

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Occupation: Operating Partner, Advent International Committees: Compensation and Leadership Development (Chair), Audit and Risk (Financial Expert) and Nominating and Corporate Governance

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WERNER GEISSLER

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Director Since: 2015

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Age: 70

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CAREER HIGHLIGHTS

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Advent International, a private equity firm • Operating Partner, since 2015. ​ Procter & Gamble, a consumer goods corporation • Vice Chairman and Special Advisor to the Chairman and CEO, prior to his retirement in 2015. ​ • Vice Chairman, Global Operations, from 2007 to 2014. ​

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• Group President, Central and Eastern Europe, Middle East and Africa, from 2004 to 2007. ​ • President, Northeast Asia, from 2001 to 2004. ​

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Director Qualifications: Mr. Geissler has a keen knowledge of the global consumer products business, having served as a senior consumer products executive in many of the markets and regions most important to the Company. His deep senior executive experience serves the Company and the Board well as Chair of the Compensation and Leadership Development Committee, which he chairs. Mr. Geissler has also had substantial P&L responsibility in his roles at Procter & Gamble and has an MBA in Finance and IT, which both inform his service as a member of the Audit and Risk Committee. Other Directorships and Associations: Mr. Geissler currently also sits on the board of directors of the Goodyear Tire & Rubber Company, a U.S. publicly traded company since July 2011.

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Occupation: Former CFO, TEGNA, Inc. Committees: Audit and Risk (Financial Expert)

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VICTORIA HARKER

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Director Since: 2024

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Age: 59

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CAREER HIGHLIGHTS

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TEGNA, Inc., a global media and digital communications company • Chief Financial Officer and Executive Vice President, from 2012 to 2023 ​ The AES Corporation, a global power company • Executive Vice President, Chief Financial Officer and President, Global Business Services, from 2006 to 2015. ​

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MCI, a telecommunications company • Acting Chief Financial Officer, Treasurer and Senior Vice President, Corporate Finance, from 2002 to 2005. ​ • Chief Financial Officer and Senior Vice President, Operations and Information Technology, from 1998 to 2002. ​

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

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Occupation: Managing Partner, Two Island Partners LLC Lead Independent Director, Philip Morris International Inc. Committees: Audit and Risk (Financial Expert), Compensation and Leadership Development, Nominating and Corporate Governance, and Science and Technology

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LISA A. HOOK

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Director Since: 2018

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Age: 66

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CAREER HIGHLIGHTS

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Two Island Partners LLC, a private equity and consulting firm • Managing Partner, since 2018. ​ Neustar, Inc., a global information services company focused on cloud-based workflow solutions for marketing, risk and security analytics • Member of the Board, from 2010 to 2019. ​ • President & CEO, from 2010 to 2018. ​ • President & Chief Operating Officer, from 2008 to 2010. ​ Sunrocket, Inc., a cloud-based voice communications company • President & CEO, from 2006 to 2007. ​

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America Online Inc., a web portal and online service provider • Several executive positions, from 2001 to 2004. ​ Brera Capital Partners, a global private equity investment firm • Partner ​ Alpine Capital Group, LLC, an investment banking firm • Managing Director ​ Time Warner, Inc., a media company • Executive ​

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Director Qualifications: Ms. Hook’s past experience as CEO of a U.S. publicly traded company, her past senior management roles and government appointments relating to telecommunications, plus her holistic understanding of digital identity, are key to deploying actionable insights that grow and guard many of the world’s largest corporations. In addition, with her extensive public board experience, Ms. Hook brings to the Board valuable insights in the areas of cybersecurity, data privacy, and digital transformation at a time when the Company is transitioning to a consumer-centric, highly digitalized business model. The Board has also determined that Ms. Hook qualifies as an audit committee financial expert. Other Directorships and Associations: Ms. Hook currently sits on the board of directors of two other public companies: Fidelity National Information Services, Inc., a U.S. multinational corporation and global leader in banking and payment solutions, and Nokia Corporation, a technology leader across mobile, fixed and cloud networks, headquartered in Finland. Ms. Hook served on the boards of directors of Ritchie Bros Auctioneers Incorporated, a Canadian global asset management and disposition company listed on the NYSE, from 2021 to 2023; Ping Identity Holding Corp., a pioneer in digital identity solutions, from 2019 to 2022; Partners Group Holding AG, a global asset management company, from 2020 to 2021; Unisys Corporation, a global information technology company, from 2019 to 2021; and RELX PLC and RELX NV, providers of information solutions, as Senior Independent Director from 2006 to 2016. Previously, she served as a director of Covad Communications and Time Warner Telecom, Inc. In 2012, she was appointed by President Obama to serve on the National Security Telecommunications Advisory Committee. Ms. Hook served as a legal advisor to the Chairman of the Federal Communications Commission and General Counsel of the Cable Group at Viacom International, Inc., a media company.

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E L E C T I O N O F D I R E C T O R S

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Occupation: Founder & Managing Partner, KalMor Advisors LLP Committees: Nominating and Corporate Governance (Chair) and Science and Technology

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KALPANA MORPARIA

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Director Since: 2011

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Age: 74

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CAREER HIGHLIGHTS

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KalMor Advisors LLP, a strategy and corporate advisory firm • Founder and Managing Partner, since 2021. ​ JPMorgan Chase & Co., a multinational investment bank and financial services holding company • Chairman of South and Southeast Asia, from March 2019 until her retirement in February 2021. ​ • CEO of South and Southeast Asia from April 2016 until March 2019. ​ • CEO of J.P. Morgan India, from 2008 to 2016. ​

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ICICI Bank, India’s second-largest bank • Vice Chair of ICICI’s insurance and asset management business, from 2007 to 2008. ​ • Joint Managing Director, from 2001 to 2007. ​

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Director Qualifications: With her strong executive leadership experience in finance, and her deep knowledge of international business, Ms. Morparia provides a keen perspective on economies in Asia, while her legal background and deep experience in highly regulated industries help her serve the Company and the Board well as Chair of the Nominating and Corporate Governance Committee. Other Directorships and Associations: Ms. Morparia currently sits on the board of directors of three other public companies: HSBC Holdings plc, a British multinational universal bank and financial services holding company, Dr. Reddy’s Laboratories Ltd., an Indian multinational pharmaceutical company, and Hindustan Unilever Limited, an Indian consumer goods company. She previously served on the board of directors of Delhivery Limited from October 2021 to February 2023. Ms. Morparia also serves on the Governing Board of Bharti Foundation, the Foundation for Audit Quality and the Generation India Foundation, each of which is a not-for-profit company. In 2023, Ms. Morporia was appointed as a member of the Governing Council of Krea University, India, and as a member of the Mentor Council of the Institute for Sustainability, Employment and Growth, a non-profit company (Section 8) that will aim to drive large scale impact across employment / livelihood generation and sustainability as well as inclusive growth in India.

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E L E C T I O N O F D I R E C T O R S

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Occupation: Chief Executive Officer, Philip Morris International, Inc. Committees: Science and Technology

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JACEK OLCZAK

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Director Since: 2021

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Age: 59

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CAREER HIGHLIGHTS

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Philip Morris International Inc. • CEO, since May 2021. ​ • Chief Operating Officer, from January 2018 until May 2021. ​ • Chief Financial Officer, from August 2012 until December 2017. ​

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• Various roles in finance and general management positions across Europe, including Managing Director of PMI’s markets in Poland and Germany, and as President of the European Union Region, from 1993 until January 2018. ​ Prior to joining PMI, Mr. Olczak worked for BDO Binder.

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Director Qualifications: Mr. Olczak’s intellect and all-encompassing knowledge of the Company serves him well as its CEO and as a member of the Board. As COO, he played an instrumental role in the Company’s transformation and the superior performance of our regions and markets, particularly, in his commitment to consumer centricity, digitalized consumer engagement, and manufacturing optimization, while remaining focused on the growth of our combustible capacities brand portfolio and the seamless deployment of RRPs in over 70 markets worldwide.

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Occupation: Chairman, Arica Holding B.V.; Chairman, SFMS B.V. Committees: Compensation and Leadership Development

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ROBERT B. POLET

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Director Since: 2011

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Age: 68

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CAREER HIGHLIGHTS

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SFMS B.V., a retail consumer staples company • Chairman, since 2018 ​ Arica Holding B.V., parent holding company of SFMS B.V. • Chairman, since 2018. ​ Rituals Cosmetics Enterprise B.V., a retail cosmetics company • Former Chairman, from 2017 to 2023. ​

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Gucci Group, a luxury fashion house • President, CEO and Chairman of the Management Board, from 2004 until 2011. ​ Unilever Group, a multinational consumer goods company • 26 years in a variety of executive roles, including President of Unilever’s Worldwide Ice Cream and Frozen Foods division, Chairman of Unilever Malaysia, Chairman of Van den Bergh and Executive Vice President of Unilever’s European Home and Personal Care division. ​

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Director Qualifications: As CEO of Gucci Group, Mr. Polet was responsible for managing global luxury brands such as Gucci, Bottega Veneta, Yves Saint Laurent, Boucheron, Balenciaga, Sergio Rossi, Alexander McQueen and Stella McCartney. He brings to the Board his considerable entrepreneurial business experience in the global luxury business. Furthermore, he has extensive executive experience overseeing major consumer packaged goods businesses, as well as an extensive knowledge of global markets. Other Directorships and Associations: Mr. Polet currently sits on the board of directors of Safilo Group S.p.A., an Italian publicly held eyewear company, where he also served as Chairman from 2011 to 2017. Mr. Polet previously served as a non-executive director of RELX PLC and RELX NV, providers of information solutions, and each a publicly held entity, from 2007 to 2016. He also previously sat on the board of directors of William Grant & Sons Ltd., an independent, family-owned, Scottish premium spirits company, from 2011 to 2022, most recently as senior independent director.

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E L E C T I O N O F D I R E C T O R S

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Occupation: Former Group CFO and Executive Board Member, Beiersdorf AG Committees: Audit and Risk (Financial Expert)

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DESSI TEMPERLEY

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Director Since: 2021

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Age: 51

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CAREER HIGHLIGHTS

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Beiersdorf AG, a manufacturer and retailer of personal-care products and pressure- sensitive adhesives • Group Chief Financial Officer and Executive Board Member, from 2018 until her retirement in April 2021. ​ Nestle S.A., a food & beverage company • Head of Investor Relations, CFO of Nestle Purina Petcare EMENA, Head of Global Planning and Performance Analysis, CFO of Nestle Southeast Europe Zone, Controller for CEE, and Supply Chain Controller NPPE, from April 2004 to June 2018. ​

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Director Qualifications: Ms. Temperley is a recently retired chief financial officer of a global public company with over 25 years of experience across a variety of sectors with several blue-chip multinationals. She has a proven track record of delivering strategic change with strong operational leadership resulting in superior financial results. The Board has also determined that Ms. Temperley qualifies as an audit committee financial expert. Other Directorships and Associations: In May 2020, Ms. Temperley joined the board of directors of Coca-Cola Europacific Partners, a publicly held bottling company, for which she also serves on the Audit Committee. In May 2021, following retirement from her executive career, Ms. Temperley also joined the board of directors of Corbion, a food and biochemical public company headquartered in the Netherlands, for which she also serves on the Audit Committee, the Sustainability Committee, and the Renumeration Committee. In September 2021, Ms. Temperley joined the board of directors of Cimpress, a publicly held company domiciled in Ireland that invests in and operates a wide variety of businesses that use mass customization to configure and produce small quantities of individually customized goods, for which she also serves on the Audit Committee.

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E L E C T I O N O F D I R E C T O R S

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Occupation: Chairman of the Board, Lumenis Ltd. Committees: Science and Technology (Chair) and Nominating and Corporate Governance

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SHLOMO YANAI

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Director Since: 2021

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Age: 71

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CAREER HIGHLIGHTS

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Lumenis Ltd., a medical devices company • Chairman of the Board, since 2020. ​ Moelis & Company, an investment bank • Senior Advisor, since 2016. ​ Cambrex Corp., a global pharmaceutical contract development and manufacturing company • Chairman, from 2013 to 2019. ​

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Teva Pharmaceuticals Industries Ltd.,,a pharmaceutical company • President and CEO, from 2007 to 2012. ​ Adama Industries, a global crop protection company • CEO, from 2002 to 2006. ​ Israeli Defense Forces • Variety of leadership roles over 32 years, retiring as a Major General. ​ • Received Israel’s Medal of Valor in 1973. ​

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Director Qualifications: Mr. Yanai’s extensive experience in the pharmaceuticals industry brings a unique perspective to the Company’s critical efforts to develop and commercialize RRPs, and to advocate for the development of science-based regulatory frameworks for the development and commercialization of such products. Other Directorships and Associations: Mr. Yanai currently also sits on the board of directors of Amneal Pharmaceuticals, Inc., a publicly held generics and specialty U.S. pharmaceutical company, for which he serves as a member of the compensation committee. Until October 2021, Mr. Yanai served on the board of directors of W.R. Grace and Company, a publicly held specialty chemicals U.S. company. He has served as Chairman of the board of directors of several private companies: Makhteshim Chemical Works Ltd., Agan Chemical Manufacturers Ltd, Milenia Agro Chemicals and Aroma Fine Chemicals Ltd. Mr. Yanai has also served as either Chairman or a member of the board of directors of the following publicly traded pharmaceutical companies: Protalix Biotherapeutics, Inc., PDL BioPharm, Inc., Perrigo plc, and Sagent Pharmaceuticals, Inc. Mr. Yanai was also a member of the board of directors of Elisra Group, a privately owned electronic device company, from 2002 to 2005, and Bank Leumi, Israel’s second largest publicly traded bank, from 2004 to 2007.

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C O M P E N S A T I O N  O F  D I R E C T O R S

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​	Annual cash retainer	​	​	$125,000	​
​	Annual equity award	​	​	$175,000	​
​	Committee Chair cash retainer	​	​	$35,000	​
​	Lead Independent Director cash retainer	​	​	$50,000	​
​	Committee member cash retainer	​	​	none	​
​	Committee meeting fees	​	​	none	​
​	Stock Options	​	​	none	​

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C O M P E N S A T I O N  O F  D I R E C T O R S

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Name

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Fees Earned or Paid in Cash(a) ($)

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Stock Awards(b) ($)

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All Other Compensation(c) ($)

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Total ($)

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Bonin Bough

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​

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125,000

​

​

​

​

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175,003

​

​

​

​

​

228

​

​

​

​

​

300,231

​

​

​

André Calantzopoulos(d)

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​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

Michel Combes

​

​

​

​

148,077

​

​

​

​

​

175,003

​

​

​

​

​

228

​

​

​

​

​

323,308

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​

​

Juan José Daboub

​

​

​

​

125,000

​

​

​

​

​

175,003

​

​

​

​

​

228

​

​

​

​

​

300,231

​

​

​

Werner Geissler

​

​

​

​

160,000

​

​

​

​

​

175,003

​

​

​

​

​

228

​

​

​

​

​

335,231

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​

​

Lisa A. Hook

​

​

​

​

169,890

​

​

​

​

​

175,003

​

​

​

​

​

228

​

​

​

​

​

345,121

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​

​

Jun Makihara

​

​

​

​

136,923

​

​

​

​

​

175,003

​

​

​

​

​

228

​

​

​

​

​

312,154

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​

​

Kalpana Morparia

​

​

​

​

160,000

​

​

​

​

​

175,003

​

​

​

​

​

228

​

​

​

​

​

335,231

​

​

​

Lucio A. Noto(e)

​

​

​

​

48,750

​

​

​

​

​

175,003

​

​

​

​

​

228

​

​

​

​

​

223,981

​

​

​

Frederik Paulsen(f)

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

Robert B. Polet

​

​

​

​

125,000

​

​

​

​

​

175,003

​

​

​

​

​

228

​

​

​

​

​

300,231

​

​

​

Dessi Temperley

​

​

​

​

125,000

​

​

​

​

​

175,003

​

​

​

​

​

228

​

​

​

​

​

300,231

​

​

​

Shlomo Yanai

​

​

​

​

148,077

​

​

​

​

​

175,003

​

​

​

​

​

228

​

​

​

​

​

323,308

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C O M P E N S A T I O N  O F  D I R E C T O R S

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​	Director Name	​	​	Deferred Shares as of December 31, 2023	​
​	Bonin Bough	​	​	6,478	​
​	Michel Combes	​	​	5,861	​
​	Lisa A. Hook	​	​	14,323	​
​	Jun Makihara	​	​	24,604	​
​	Lucio A. Noto	​	​	91,683	​
​	Dessi Temperley	​	​	4,545	​
​	Shlomo Yanai	​	​	3,767	​