8-KLeadership ChangesExhibits & Filings

Philip Morris International Inc. 8-K Report, Executive Changes (Feb 9, 2016)

Filed February 9, 2016For Securities:PM

Summary

Philip Morris International Inc. (PM) filed an 8-K on February 8, 2016, detailing changes to its executive compensation program and awards granted in early February 2016. The Compensation and Leadership Development Committee revised the variable compensation program to better align executive interests with shareholders through increased emphasis on longer-term incentives and performance-based awards. This filing provides specific details on equity awards, including restricted stock units (RSUs) and performance share units (PSUs), as well as cash-based annual incentive compensation for named executive officers for the 2015 performance year. Notably, the company has maintained the base salaries of its named executive officers for the fourth consecutive year, signaling a focus on variable and performance-driven compensation. The RSUs are scheduled to vest in February 2019, while the PSUs will vest at the end of a three-year performance cycle (2016-2018) contingent upon achieving pre-established performance goals. Investors should note that further details on executive compensation will be disclosed in the upcoming proxy statement.

Key Highlights

  • 1Revised variable compensation program to better align executive interests with shareholders, emphasizing long-term incentives.
  • 2Named executive officers received equity awards comprising 40% Restricted Stock Units (RSUs) and 60% Performance Share Units (PSUs).
  • 3RSUs and PSUs granted on February 4, 2016, are scheduled to vest on February 20, 2019.
  • 4PSU vesting is contingent upon achieving pre-established performance goals over a three-year cycle (2016-2018).
  • 5Approved 2015 annual incentive compensation awards payable in cash to named executive officers, based on a matrix of six performance measures.
  • 6Base salaries for named executive officers remained unchanged for the fourth consecutive year.
  • 7Additional executive compensation details will be provided in the March 2016 proxy statement.

Frequently Asked Questions

The Compensation and Leadership Development Committee revised the variable compensation program to better reflect current market practices and to more strongly align the longer-term interests of its executives with those of its shareholders, with a greater emphasis on performance-based and equity awards.

Under the amended program, 40% of the targeted equity award is granted in the form of Restricted Stock Units (RSUs), and 60% is granted in the form of Performance Share Units (PSUs). These awards were granted on February 4, 2016.

Both the RSUs and PSUs granted on February 4, 2016, are due to vest on February 20, 2019. However, the vesting of PSUs is conditional upon the achievement of pre-established performance goals over the 2016-2018 performance cycle.

No, for the fourth year in a row, the Compensation and Leadership Development Committee determined not to increase the base salaries of the named executive officers. Compensation is instead being driven by variable and performance-based incentives.