Altria

On March 22, 2021, Thomas F. Farrell II, a director of Altria Group, Inc. (“Altria”) since 2008 and the independent Chairman of Altria’s Board of Directors (the “Board”), notified Altria of his decision to retire from service on the Board following the completion of his current term. Consequently, Mr. Farrell will not stand for re-election to the Board at Altria’s 2021 Annual Meeting of Shareholders (the “2021 Annual Meeting”), which is presently anticipated to be held on May 20, 2021. The Board will evaluate Board leadership succession and intends to appoint a new Chairman at its organizational meeting following the 2021 Annual Meeting.

On October 29, 2020, the Board of Directors (the “Board”) of Altria elected Dr. Ellen R. Strahlman to the Board and to the Board’s Finance and Innovation Committees effective November 2, 2020. The Board made an affirmative determination that Dr. Strahlman qualifies as an independent director under the New York Stock Exchange listing standards and Altria’s standards for director independence. Dr. Strahlman will be compensated for her service on the Board pursuant to Altria’s existing compensation program for non-employee directors, which is described under “ Director Compensation ” in Altria’s proxy statement for its 2020 Annual Meeting of Shareholders (filed with the Securities and Exchange Commission on April 2, 2020, as amended by Altria’s Supplement to Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 17, 2020) and incorporated in this

On October 9, 2020, John T. Casteen III, a director of Altria Group, Inc. (“Altria”) since 2010, notified Altria of his decision to retire from service on its Board of Directors following the completion of his current term. Consequently, Mr. Casteen will not stand for re-election to the Board of Directors at Altria’s 2021 Annual Meeting of Shareholders, which is presently anticipated to be held on May 20, 2021.

On August 20, 2020, the Board of Directors (the “Board”) of Altria Group, Inc. (the “Company”) elected Jody L. Begley to become the Company’s Executive Vice President and Chief Operating Officer effective September 1, 2020. Mr. Begley, age 49, currently serves as the Company’s Senior Vice President, Tobacco Products and has been continuously employed by the Company or its subsidiaries in various positions since 1995. As a result of Mr. Begley’s election as Executive Vice President and Chief Operating Officer, his new salary band will be band B. The Compensation and Talent Development Committee of the Board set his annual base salary at $650,000. Mr. Begley’s annual incentive award plan, long-term incentive plan (“LTIP”) and annual equity award targets are consistent with current salary band B targets as follows: Mr.

Shareholder Approval of Performance Incentive Plan On May 14, 2020, Altria Group, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, shareholders approved the Company’s 2020 Performance Incentive Plan (the “2020 PIP”), which had been previously approved by the Company’s Board of Directors (the “Board”) subject to shareholder approval. The 2020 PIP provides for annual and long-term incentive awards to eligible employees of the Company or its subsidiaries or affiliates. Awards may be paid in the form of cash, restricted stock, restricted stock units, performance stock units, stock options, stock appreciation rights or other stock-based awards or any combination thereof, as determined by the Compensation and Talent Development Committee of the Board.

Board and Executive Changes On April 14, 2020, Howard A. Willard III informed the Board of Directors (the “Board”) of Altria Group, Inc. (the “Company”) of his decision to retire as a director of the Company and as Chairman and Chief Executive Officer after 28 years of distinguished service to the Company and its subsidiaries, effective on April 14, 2020. Accordingly, Mr. Willard also will not stand for reelection to the Board at the Company’s 2020 Annual Meeting of Shareholders. The Company also announced that on April 16, 2020, the Board elected William F. Gifford, Jr. to become the Company’s Chief Executive Officer effective April 16, 2020. On April 16, 2020, the Board elected Salvatore Mancuso to become the Company’s Executive Vice President and Chief Financial Officer and Thomas F.

On March 19, 2020, Altria Group, Inc. (the “Company”) announced to its employees that Howard A. Willard III, the Company’s Chairman and Chief Executive Officer, has contracted the COVID-19 virus and is taking a temporary medical leave of absence. In connection with Mr. Willard’s leave of absence, on March 19, 2020, the Company’s Board of Directors determined that William F. Gifford, Jr., the Company’s Vice Chairman and Chief Financial Officer, will assume Mr. Willard’s authority and responsibilities until he returns from his leave of absence. Mr. Gifford, age 49, has served as the Company’s Vice Chairman and Chief Financial Officer since May 17, 2018 and has been continuously employed by the Company or its subsidiaries in various positions since 1994.

On February 26, 2020, the Compensation and Talent Development Committee of the Board of Directors (“Compensation Committee”) of Altria Group, Inc. (“Altria”) made compensation decisions described below for Howard A. Willard III, Altria’s Chairman and Chief Executive Officer. 2019 Annual Incentive Plan Award $0 2017-2019 Long-Term Incentive Plan (“LTIP”) Award $3,478,600 2020 Restricted Stock Unit (“RSU”) Award 88,017 shares 2020 Performance Stock Unit (“PSU”) Award 58,221 shares (1) 2020 Base Salary $1,250,000 (1) Represents the target number of shares of Altria common stock Mr. Willard may receive; actual number of shares delivered at the end of the performance period can range from 0% to 130% of target based on company performance against specified measures. In determining Mr.

On September 24, 2019, Kevin C. Crosthwaite, Jr. informed the Board of Directors (the “Board”) of Altria Group, Inc. (the “Company”) of his decision to resign as the Company’s Senior Vice President, Chief Strategy and Growth Officer, effective immediately. Mr. Crosthwaite also informed the Board that he will commence employment as the Chief Executive Officer of JUUL Labs, Inc. (“JUUL”) effective on September 25, 2019. The Company holds a 35% non-voting, economic interest in JUUL. Mr. Crosthwaite will (i) receive payments in recognition of his contributions under the Company’s 2019 annual incentive award plan and (ii) remain eligible to receive a 2017-2019 long-term cash incentive plan (“LTIP”) payment for his service as Senior Vice President, Chief Strategy and Growth Officer.

Election of Officer As previously reported, on January 8, 2019, Ivan S. Feldman, Vice President and Controller of the Company, announced his intention to retire effective April 30, 2019. On January 30, 2019, the Board of Directors of the Company (the “Board of Directors”) elected Steven D’Ambrosia to become Vice President and Controller of the Company, effective upon Mr. Feldman’s retirement. Mr. D’Ambrosia, age 52, currently serves as Senior Director, Accounting and Reporting, Altria Client Services LLC, a wholly owned subsidiary of the Company, a position he has held since August 2014. Prior to this role, he served as Director, Reporting and Analysis from 2008 through July 2014. Since 1995, he has been continuously employed by Company subsidiaries in various accounting, financial reporting, planning and analysis positions. As a result of his election, Mr.

On January 4, 2019, Craig A. Johnson, President and Chief Executive Officer, Altria Group Distribution Company, a wholly owned subsidiary of Altria Group, Inc. (the “Company”), announced his intention to retire effective March 1, 2019. Also, on January 8, 2019, Ivan S. Feldman, Vice President and Controller of the Company, announced his intention to retire effective April 30, 2019. 2

Compensation of New Chairman and Chief Executive Officer As previously reported, Howard A. Willard III was elected Chairman and Chief Executive Officer of Altria Group, Inc. (the “Company”) effective upon the conclusion of the Company’s Annual Meeting of Shareholders held on May 17, 2018 (the “Annual Meeting”). As a result of his election, Mr. Willard became a salary band A employee. On May 16, 2018, the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) set his annual base salary at $1,250,000, which is consistent for salary band A employees. Also in connection with his election, the Compensation Committee approved for Mr. Willard a special grant of 48,825 restricted stock units (“RSUs”) and 37,106 performance stock units (“PSUs”) at target. The RSUs and any PSUs earned will vest on June 1, 2023.

On February 20, 2018, Gerald L. Baliles, a director of Altria Group, Inc. (the “Company”) since 2008, notified the Company of his decision to retire from service on its Board of Directors following the completion of his current term. Consequently, Governor Baliles will not stand for re-election to the Board of Directors at the 2018 Annual Meeting of Shareholders, which is to be held on May 17, 2018.

Departure of Officer; Election of Officers The Company announced today that on January 30, 2018, Martin J. Barrington informed the Company’s Board of Directors (the “Board”) of his decision to retire as the Company’s Chairman, Chief Executive Officer and President after 25 years of distinguished service to the Company and its subsidiaries, effective upon the conclusion of the Company’s Annual Meeting of Shareholders on May 17, 2018 (the “2018 Annual Meeting”). The Company also announced that on January 31, 2018, the Board elected Howard A. Willard III to become the Company’s Chairman and Chief Executive Officer effective upon the conclusion of the 2018 Annual Meeting, and upon the recommendation of the Nominating, Corporate Governance and Social Responsibility Committee of the Board, elected Mr. Willard to the Board effective February 1, 2018. Mr.

On January 31, 2018, the Board of Directors (the “Board”) of Altria Group, Inc. (“Altria”) elected Mark E. Newman to the Board effective February 1, 2018. Mr. Newman is not being named to any committee of the Board at this time. The Board made an affirmative determination that Mr. Newman qualifies as an independent director under the New York Stock Exchange listing standards and Altria’s standards for director independence. Mr. Newman will be compensated for his service on the Board pursuant to the existing compensation program for non-employee directors, which is described in Altria’s proxy statement for its 2017 Annual Meeting of Shareholders (filed with the Securities and Exchange Commission on April 6, 2017). A copy of the press release issued by Altria announcing the appointment of Mr.

On May 3, 2017, Altria Group, Inc. (the “Company”) issued a press release announcing that Denise F. Keane, after 40 years of distinguished service with the Company and its subsidiaries, informed the Company on May 2, 2017 of her intention to retire as Executive Vice President and General Counsel of the Company, with a final day of employment on June 30, 2017. In connection with her retirement, Ms. Keane will remain eligible for a pro-rated cash payment for her service through June 30, 2017 under the Company’s 2017 annual incentive award program. Any pro-rated payment will be based on Company and individual performance ratings at target and will be made in the first quarter of 2018. Ms. Keane’s award target for the annual incentive award program is 95% of salary for the portion of 2017 during which she is employed, which is consistent with the pre-existing target for Salary Band B.

On February 24, 2017, Thomas W. Jones, a director of Altria Group, Inc. (the “Company”) since 2002, notified the Company of his decision to retire from service on its Board of Directors following the completion of his current term. Consequently, Mr. Jones will not stand for re-election to the Board of Directors at the 2017 Annual Meeting of Shareholders, which is presently anticipated to be held on May 18, 2017.

On January 26, 2016, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of Altria Group, Inc. (“Altria”) made the following compensation decisions for the following executive officers: Restricted Stock Unit Awards . The Compensation Committee approved the grant of restricted stock units under Altria’s shareholder-approved 2015 Performance Incentive Plan to the following executive officers in the amounts indicated below: Name Number of Restricted Stock Units Martin J. Barrington 110,123 William F. Gifford, Jr. 28,802 Craig A. Johnson 21,602 Denise F. Keane 28,802 Howard A. Willard III 28,802 The restricted stock units vest three years from the grant date. Each restricted stock unit represents the right to receive one share of Altria’s common stock upon vesting as well as dividend equivalent payments during the vesting period.