01—Abstract
Summary
Summary of the 8-K filed February 28, 2024. Cited figures are marked; the original filing is the authoritative source.
This 8-K filing from Altria Group, Inc. details the compensation arrangements for Executive Vice President and General Counsel, Murray R.
Garnick, upon his retirement effective April 1, 2024. The Compensation & Talent Development Committee has approved pro-rated cash payments for Mr. Garnick's annual incentive award for 2024 and his long-term incentive plans (LTIPs) covering the 2022-2024 and 2023-2025 performance periods. These payments are contingent on individual and company performance, with specific targets and valuation methodologies outlined.
Additionally, Mr. Garnick will receive pro-rated cash payments in lieu of unvested restricted stock units (RSUs) and performance share units (PSUs) granted in 2022 and 2023. The value of these payments will be determined based on average stock prices prior to retirement and, for PSUs, adjusted for actual company performance over the relevant cycles. This approach aligns with Altria's established guidelines for departing executive officers, ensuring consistency in compensation treatment.
02—Key points
Key Highlights
- Murray R. Garnick, EVP and General Counsel, to retire effective April 1, 2024.
- Mr. Garnick will receive pro-rated cash payments for his 2024 annual incentive award, targeting $244,700 based on target performance.
- Pro-rated cash payments approved for 2022-2024 and 2023-2025 Long-Term Incentive Plans (LTIPs), based on target individual and actual company performance.
- Unvested RSU and PSU awards granted in 2022 and 2023 will be forfeited, but will be replaced by pro-rated cash payments.
- Estimated aggregate cash payment for unvested RSUs is approximately $1,066,279, based on recent stock prices.
- Estimated aggregate cash payment for unvested PSUs at target performance is approximately $798,665, subject to future company performance adjustments.
- Compensation treatment is consistent with Altria's guidelines for departing executive officers.
03—Questions
Frequently Asked Questions
What is the main purpose of this 8-K filing?
The main purpose of this 8-K filing is to disclose the specific compensation arrangements and payments that will be made to Murray R. Garnick, Executive Vice President and General Counsel, upon his retirement effective April 1, 2024.
Will Mr. Garnick receive his full incentive compensation despite retiring before the end of performance periods?
No, Mr. Garnick will receive pro-rated cash payments for his annual incentive award and long-term incentive plans (LTIPs). His unvested stock awards (RSUs and PSUs) will be forfeited, but he will receive pro-rated cash equivalents for them, with the PSU value subject to actual company performance.
How is the value of Mr. Garnick's final payouts determined?
The cash payments for RSUs will be based on the average closing price of Altria's stock over the 20 trading days preceding April 1, 2024. For PSUs, the payment will also be adjusted by Altria's actual business performance over the respective three-year performance cycles.
Are these compensation payouts unusual for a retiring executive?
Altria states that the compensation treatment for Mr. Garnick is consistent with the company's 'Guidelines on Compensation Treatment for Departing Executive Officers' adopted in 2021. This suggests that such arrangements are standard practice for departing executives under specific circumstances.
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