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Posted 09 February, 2021

Philip Morris International Inc. appointed new CEO

CEO Change detected for ticker NYSE:PM in a 8-K filed on 09 February, 2021.


  Mr. Jacek Olczak, who is currently serving as the Company's Chief Operating Officer, will succeed Mr. Calantzopoulos as Chief Executive Officer effective immediately after the Annual Meeting.  

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Overview of Philip Morris International Inc.
Consumer Goods • Tobacco
Philip Morris International, Inc. is a holding company, which engages in the business of delivering a smoke-free future and evolving a portfolio for the long term to include products outside of the tobacco and nicotine sector. It operates through the following geographical segments: Europe Region (Europe), South and Southeast Asia, Commonwealth of Independent States, Middle East, and Africa Region (SSEA, CIS, and MEA), East Asia, Australia, and PMI Duty Free Region (EA, AU, and PMI DF), and Americas Region (Americas). The Europe segment includes all the European Union countries, Switzerland, the United Kingdom, Ukraine, Moldova, and Southeast Europe. The SSEA, CIS, and MEA segment focuses on South and Southeast Asia, the African continent, the Middle East, Turkey, Israel, Central Asia, Caucasus, and Russia. The EA, AU, and PMI DF segment is involved in the consolidation of international duty-free business with East Asia and Australia. The Americas segment is comprised of the United States, Canada, and Latin America. The company was founded by Philip Morris in 1847 and is headquartered in Stamford, CT.
Market Cap
$238B
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Philip Morris International Inc. by TradingView
Relevant filing section
Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


Compensatory Arrangements of Certain Officers1


Equity Awards. Named executive officers of Philip Morris International Inc. (the "Company") receive 40% of their targeted equity award in the form of restricted stock units, or RSUs, and 60% in the form of performance share units, or PSUs. Accordingly, on February 3 2021, the Compensation and Leadership Development Committee of the Board of Directors of the Company (the "Committee") approved the awards of RSUs and PSUs under the Philip Morris International Inc. 2017 Performance Incentive Plan to the Company's named executive officers in the amounts indicated below, with a grant date of February 4, 2021:


Name RSUs PSUs 

André Calantzopoulos 56,130 84,200 

Emmanuel Babeau 19,670 29,500 

Martin G. King 7,210 10,820 

Jacek Olczak 21,460 32,180 


The foregoing awards of RSUs are due to vest on February 21, 2024. The form of the RSU agreement as well as the RSU agreements for Messrs. Babeau and King are attached as Exhibits 10.1, 10.3 and 10.4, respectively, to this Item 5.02 of this Current Report on Form 8-K and incorporated by reference herein. 


The foregoing awards of PSUs are due to vest on February 21, 2024 at the end of a three-year (2021-2023) performance cycle only to the extent performance goals pre-established and pre-weighted by the Committee are achieved. The form of the PSU agreement as well as the PSU agreements for Messrs. Babeau and King are attached as Exhibits 10.2, 10.5 and 10.6, respectively, to this Item 5.02 of this Current Report on Form 8-K and incorporated by reference herein. 


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1 Messrs. Marc Firestone and Miroslaw Zielinski retired during the fiscal year ended December 31, 2020, and their early retirement agreements and releases are described in the Company's Current Reports on Form 8-K as filed with the U.S. Securities and Exchange Commission on November 6, 2020 and May 1, 2020, respectively. 


Annual Incentive Compensation Awards. The Committee approved annual incentive compensation awards for 2020, payable in cash, to the Company's named executive officers, as indicated below:


Name CHF 
US$ (a)


André Calantzopoulos 2,967,320 3,289,156 

Emmanuel Babeau* 994,950 1,102,862 

Marc Firestone** 963,910 1,068,456 

Martin G. King 684,450 758,685 

Jacek Olczak 1,620,000 1,795,705 


* Pro-rated reflecting commencement of employment on May 1, 2020.

** Pro-rated through early retirement date of October 31, 2020 pursuant to the terms of the early retirement agreement and release described in the Company's Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on November 6, 2020.

(a) Annual incentive compensation awards are converted to U.S. dollars using the conversion rate on February 4, 2021 of CHF 1.00 = $1.10846.


The annual incentive compensation awards were set based on a pre-established matrix formula employing six performance measures.


As set forth in the Company's Form 8-K filed with the U.S. Securities and Exchange Commission on December 10, 2020, Mr. André Calantzopoulos, who is currently serving as the Company's Chief Executive Officer, will become Executive Chairman of the Board effective immediately before the 2021 Annual Meeting of Shareholders to be held on May 5, 2021 (the "Annual Meeting") and will remain an employee of the Company. Mr. Jacek Olczak, who is currently serving as the Company's Chief Operating Officer, will succeed Mr. Calantzopoulos as Chief Executive Officer effective immediately after the Annual Meeting. 


In connection with the foregoing, on February 3, 2021, the Committee approved the following changes to the compensation of Messrs. Olczak and Calantzopoulos, effective May 5, 2021:


Mr. Olczak will be promoted to salary grade 28. His base salary will be increased to CHF 1,350,000 (approximately $1,501,592).2 Mr. Olczak's annual incentive compensation award target will be at 200% of his new base salary. His equity award target will be at 600% of his new base salary (40% in the form of RSUs and 60% in the form of PSUs). Mr. Olczak's stock ownership requirement will increase from 5 to 10 times his base salary. 


Recognizing the fact that, while he will fully assist in the management transition, Mr. Calantzopoulos will no longer have management responsibility of the Company, he will be removed from the Company's salary grade structure, and his base salary will be reduced from CHF 1,570,010 (approximately $1,746,306) to CHF 1,000,000 (approximately $1,112,290).2 He will no longer be eligible for annual incentive compensation awards. Reflecting his role in assisting the Chief Executive Officer in long-term strategy, Mr. Calantzopoulos will remain eligible for equity compensation awards with a target of 300% of his new base salary (40% in the form of RSUs and 60% in the form of PSUs), compared to his current target of 600%. His stock ownership requirement will be maintained at 10 times his base salary. 


Compensation for Messrs. Calantzopoulos and Olczak for 2021 will be pro-rated to reflect the different positions held by each of them during the year.


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2 Using the conversion rate on February 3, 2021 of CHF 1.00 = $1.11229.


The Company will provide additional information regarding the compensation of its named executive officers in the Company's proxy statement for the Annual Meeting, which will be issued in March 2021.


Election of Directors


Mr. Bonin Bough (age 43) was appointed to the Board of Directors effective February 4, 2021. He was appointed to the Finance and Consumer Relationships and Regulation Committees of the Board.


Mr. Bough will be compensated for his service on the Company's Board of Directors pursuant to the existing non-employee director compensation programs. These compensation programs are described in detail in the Company's proxy statement dated March 26, 2020, and filed with the U.S. Securities and Exchange Commission on such date.