01—Abstract
Summary
Summary of the 8-K filed May 18, 2026. Cited figures are marked; the original filing is the authoritative source.
Altria Group, Inc. (MO) filed an 8-K on May 18, 2026, detailing executive compensation arrangements and reporting results from its Annual Meeting of Shareholders held on May 14, 2026.
The report formally announces the compensation packages for the newly appointed CEO, Salvatore Mancuso, and CFO, Heather A. Newman, effective May 14, 2026. This includes their base salaries, annual incentive and equity award targets, and long-term incentive plan awards, along with specific details on restricted and performance stock units for Mr. Mancuso.
The filing also outlines the retirement arrangements and post-employment consulting agreement for former CEO William F. Gifford, Jr., including final incentive payments and the treatment of his unvested stock awards. Shareholder voting results from the Annual Meeting indicate strong approval for the election of all 10 director nominees and the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year 2026.
Additionally, a non-binding advisory vote to approve the compensation of named executive officers was also approved. The report confirms Mr. Mancuso's election as CEO and Ms. Newman's as CFO, as previously disclosed, and details their compensation structures designed to align with their new leadership roles.
02—Key points
Key Highlights
- New CEO Salvatore Mancuso appointed with an annual base salary of $1,350,000, alongside significant RSU and PSU grants, and a 175% annual incentive award target.
- New CFO Heather A. Newman appointed with an annual base salary of $800,000 and a 100% annual incentive award target.
- Former CEO William F. Gifford, Jr. received pro-rated annual incentive payments totaling $995,822 and cash payments for unvested RSU and PSU awards totaling approximately $14.7 million.
- Mr. Gifford will serve as a consultant through December 31, 2026, at a rate of $250,000 per month, to aid in executive transition.
- All 10 director nominees were elected by shareholders.
- PricewaterhouseCoopers LLP was ratified as Altria's independent registered public accounting firm for fiscal year 2026.
- Shareholders approved, on an advisory basis, the compensation of Altria's named executive officers.
03—Questions
Frequently Asked Questions
What is the total compensation outlined for the new CEO, Salvatore Mancuso?
Mr. Mancuso's compensation includes a base salary of $1,350,000, a grant of 40,634 RSUs and 37,246 PSUs vesting in five years, an annual incentive award target of 175% of base salary, an annual equity award target of $8.5 million, and LTIP award targets of $4.0 million for the 2025-2027 and 2026-2028 plans. He also receives a $125,000 allowance for personal aircraft use from May 14, 2026, to December 31, 2026, and residential/cybersecurity monitoring.
How much did former CEO William F. Gifford, Jr. receive upon his retirement?
Mr. Gifford received a pro-rated annual incentive award payment of $995,822. He also received cash payments for his unvested 2024 and 2025 RSU awards totaling $6,859,062, and for his unvested 2024 and 2025 PSU awards, with an estimated target payment of $7,837,712 (subject to actual performance). He will also receive consulting fees of $250,000 per month through December 31, 2026.
What were the key shareholder voting outcomes at the Annual Meeting?
Shareholders overwhelmingly elected all 10 director nominees, ratified the selection of PricewaterhouseCoopers LLP as the independent auditor for fiscal year 2026, and approved, on a non-binding advisory basis, the compensation of Altria's named executive officers.
Are there any specific performance conditions attached to the new CEO's stock awards?
Yes, the 37,246 performance stock units (PSUs) granted to Mr. Mancuso have a vesting period of five years, ending May 15, 2031. The actual number of PSUs earned can range from 0% to 200% of the target amount, based on Altria's actual performance during the 2026-2028 performance period.
04—Continue