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ANDRÉ CALANTZOPOULOS

EXECUTIVE CHAIRMAN OF THE BOARD

JACEK OLCZAK

DIRECTOR AND CHIEF EXECUTIVE OFFICER

DEAR FELLOW
SHAREHOLDER:

You are cordially invited to join us at the 2022 Annual Meeting of Shareholders of Philip Morris International Inc. (“PMI” or the “Company”) to be held on Wednesday, May 4, 2022, at 9:00 a.m. Eastern Daylight Time (“EDT”). As such, we are pleased to once again host a virtual meeting this year. Meaningful shareholder engagement is important to us, and our 2021 Virtual Annual Meeting of Shareholders, conducted solely online through a live webcast, significantly improved shareholder attendance and participation. We believe that this year, this format will again facilitate participation of our shareholders worldwide, regardless of their resources, size or physical location, while saving us and our shareholders time and travel expenses, and, importantly, reducing our environmental impact.

2 0 2 1 Y E A R I N R E V I E W

PMI delivered excellent business performance in 2021, driven by the continued, consistent and increasingly profitable growth of IQOS, recovering volumes and share in combustibles, and significant cost efficiencies. This was achieved despite the lingering headwinds of the COVID-19 pandemic and a shortage of IQOS device components due to global supply-chain disruptions.

We achieved important milestones in our business transformation, notably including the launch of IQOS ILUMA, the surpassing of 20 million IQOS users, and meaningful first steps in building our capabilities for future growth in wellness and healthcare. We also made significant progress towards achieving the goals of our 2025 Sustainability Roadmap, which we will share in our upcoming 2021 Integrated Report.

These achievements would not have been possible without the invaluable efforts of the entire PMI organization, and we salute our nearly 70,000 employees across the globe who delivered again in a very challenging environment.

2021 brought continued challenges for the world and PMI. We responded well to these challenges by demonstrating solidarity, agility, resilience and learning ability. Our people spared no effort to deliver excellent business results despite the ongoing volatility in the operating environment.

L O O K I N G T O T H E F U T U R E

This is an exciting time for PMI. We continue to see significant opportunity in our business transformation away from combustible tobacco products, through our leadership in smoke-free products, as well as our expansion into promising opportunities in wellness and healthcare. Propelled by science, innovation, and ambition, we are well- positioned to accelerate our journey towards a smoke-free future.

Your vote is important. We encourage you to sign and return your proxy card, or use telephone or Internet voting prior to the meeting, so that your shares of common stock will be represented and voted at the meeting even if you do not attend.

Sincerely,

André Calantzopoulos

Sincerely,

Jacek Olczak

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Notice of 2022 Virtual Annual Meeting of Shareholders

Meeting Date & Time

May 4, 2022, 9:00 a.m. EDT

Record Date

Each shareholder of record as of close of business on March 11, 2022 is entitled to one vote for each share of common stock held. As of the record date, there were 1,550,082,073 shares of
common stock issued and outstanding.

Voting Deadline

Proxies submitted by telephone or Internet must be received by 11:59 p.m. EDT, on May 3, 2022.

Date of Mailing

On or about March 24, 2022

2021 Annual Report

A copy of our 2021 Annual Report
is enclosed.

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There is no physical location for the shareholders to attend the 2022 Annual Shareholder Meeting. Shareholders may instead participate online at www.virtualshareholdermeeting.com/PMI2022. To participate, you will need to enter the 16-digit control number included on your proxy card, notice of Internet availability of proxy materials, or on the voting instruction form accompanying your proxy materials.

Meeting Agenda

Recommendation

To elect the fourteen directors named in this proxy Statement to our Board of Directors.

FOR each
director nominee

To vote on an advisory resolution
approving executive compensation.

FOR

To approve the Philip Morris International Inc. 2022 Performance Incentive Plan.

FOR

To ratify the selection of PricewaterhouseCoopers SA as independent auditors for the Company for the fiscal year ending December 31, 2022.

FOR

To vote on a shareholder proposal to phase out all production of PMI’s health-hazardous and addictive products by 2025, if properly presented at the meeting.

AGAINST

To transact other business properly coming before the meeting.

Your vote is important. We urge each shareholder to promptly sign and return the enclosed proxy card or to use telephone or internet voting. See the questions and answer section for information about voting by telephone or Internet, how to revoke a proxy, and how to vote your shares of common stock. If you plan to participate in the 2022 Virtual Annual Meeting of Shareholders, please follow the instructions set forth on page 81 in response to question 4.

By Internet

By Phone

By Mail

At the Meeting

Visit proxyvote.com with your proxy card in hand and follow the instructions to obtain your records and create an electronic voting instruction form.

Call 1-800-690-6903 with your proxy card in hand and follow the instructions to cast your vote.

Mark, sign and date your proxy card and return it in the postage-paid envelope provided or return it to: Vote Processing,
c/o Broadridge,
51 Mercedes Way, Edgewood, NY 11717.

During the meeting, visit virtualshareholder
meeting.com/PMI2022
with your 16-digit control number found on your
proxy card or other proxy materials.

Darlene Quashie Henry
Vice President, Associate General Counsel and Corporate Secretary
March 24, 2022

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Letter from the Board of Directors

DEAR FELLOW SHAREHOLDER:

While Philip Morris International Inc. (“PMI” or the “Company”) is widely known as a cigarette company, in 2016 it announced its new purpose: to deliver a smoke-free future by focusing its resources on developing, scientifically substantiating, and responsibly commercializing smoke-free products that are less harmful than smoking, with the aim of completely replacing cigarettes as soon as possible. These innovative alternative products do not burn tobacco or create smoke, and therefore emit significantly lower levels of carcinogens and other toxic substances than cigarettes.

Building on the Board’s Letter to Shareholders and the Statement of Purpose in PMI’s 2017 and 2020 Proxy Statements respectively, we reaffirm PMI’s purpose and acknowledge that, as the Company continues to transform its business and organization, its core effort to provide smoke-free alternatives that appeal to today’s adult smokers — and to work hard to convince them to switch — will not be enough. The Company needs to continue earning the trust and active cooperation of a host of stakeholders, from supply chain partners to regulators and public health authorities.

A smoke-free future is attainable, and the benefits it can bring to the people who would otherwise continue to smoke, and hence to global public health, are enormous. However, the Company cannot succeed alone. Together with governments and civil society, we can maximize this opportunity by achieving a consensus that smoke-free alternatives, when subject to proper government oversight and regulation, are part of a sound tobacco policy.

Smoking causes serious disease, and the best way to avoid the harms of smoking is never to start or, for those who smoke, to quit. For decades, tobacco control has focused on strict fiscal, marketing, and other measures to deter initiation and to encourage cessation. These must be continued. Nevertheless, while smoking prevalence rates continue to slowly decline, the World Health Organization projects that, due to population growth, the estimated number of 1.1 billion people who smoke tobacco products today will remain largely unchanged by 2025.

Nicotine, while addictive and not risk-free, is not the primary cause of smoking-related disease. The primary cause is the harmful chemicals emitted while burning tobacco and contained in the smoke. Eliminating combustion from nicotine-containing products is the way to significantly reduce their toxicity. Thanks to rapid advances in science and technology, and a strong PMI commitment, these products are now a reality.

In 2016, with the full support of the Board of Directors, the Company announced its new purpose of delivering a smoke-free future. Since then, the Company has fully aligned its employees with this purpose and swiftly shifted its organizational focus and resources to smoke-free alternatives. The Company is essentially disrupting its traditional business from the inside out and is leading the industry in this unprecedented transformation.

PMI’s smoke-free product portfolio currently includes heat-not-burn products, nicotine-containing vapor products, and oral nicotine products, all without combustion. Their development and manufacturing follow high standards of quality and consistency.

The Company is committed to scientifically substantiating the harm reduction potential of its smoke-free alternatives compared to cigarette smoking, including through rigorous preclinical and clinical assessments and sophisticated systems toxicology. Our scientific findings are publicly available and peer-reviewed, and we have submitted many of our findings to regulatory authorities, including the U.S. Food and Drug Administration. The totality of the scientific evidence makes the Company confident that switching completely to smoke-free products is likely to present less risk of harm than continuing to smoke. Post-market surveillance is necessary to continue building this confidence and, over time, quantify the reduction in morbidity and mortality through epidemiology.

To be clear, these smoke-free alternatives are not risk-free and should not be used by youth or adults who would not otherwise continue to smoke or use other nicotine products. The Company must market its smoke-free alternatives responsibly to minimize any unintended use while maximizing the switching of adult smokers who would otherwise continue smoking.

While cigarette sales today remain the largest part of PMI’s business in most countries, this is changing rapidly. The Company is actively accelerating the decline of cigarette smoking beyond what traditional tobacco control measures can achieve alone. To make its progress both measurable and verifiable, the Company developed a set of bespoke key performance indicators called Business Transformation Metrics. This set of metrics and related goals, which PMI reports on periodically, allow stakeholders to assess both the pace and the scale of its transformation and showcase how it is allocating resources away from its traditional cigarette business, aiming to base success on a future where it no longer makes or sells cigarettes.

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Although the Company’s transformation journey started with a vision centered on the critical mission of phasing out cigarettes, this is not its sole or ultimate end goal. Researching and developing noncombustible alternatives that are scientifically substantiated to be less harmful than cigarettes is the first step. Broadening access for adult smokers while simultaneously and deliberately working to phase out cigarette smoking completed the equation of its smoke-free purpose. In the process, the Company has expanded its social, human, intellectual, and manufactured capital in ways that allow it to go a step further, moving from a value proposition centered on doing less harm toward one where it can seek to have a net positive impact on society.

PMI is now actively working to expand its purpose and evolve into a broader lifestyle, consumer wellness and healthcare company, extending its value proposition and innovative capability to commercialize products that go beyond tobacco and nicotine. This is built on two key growth areas: (1) wellness products, where the Company is developing and looking to commercialize scientifically substantiated consumer health products and solutions with the aim to improve people’s lives (2) healthcare products, where it has already committed resources to its development pipeline of over-the-counter and prescription products.

This is part of a larger transformation that puts science, technology, and sustainability at the heart of PMI’s future by building on the Company’s expertise and investment in aerosol chemistry and physics, device technology, clinical research, and best-in-class preclinical safety and inhalation models.

PMI’s key stakeholder constituencies, which are fundamental to both the achieving of its purpose and to the pace of its progress, will be affected in different ways by PMI’s transformation. The Company will continue to engage and collaborate with relevant stakeholders to speed the transformation while mitigating negative consequences.

Consumers

Adult smokers and adult nicotine users are at the core of PMI’s business transformation. The public health benefit of smoke-free products depends not only on their potential to reduce the risk of smoking-related disease compared to continued smoking but also on how many adult smokers use smoke-free products as alternatives to cigarettes by as many adult smokers as possible. For smokers to switch to them, these alternatives must be accessible. Increasing accessibility means improving consumer awareness, acceptability, as well as the availability and affordability of our smoke-free products. Acceptability means delivering experiences that satisfy the needs of adult smokers while significantly reducing the exposure to the harmful and potentially harmful constituents of cigarette smoke. It is vital that we engage with adult smokers to raise awareness of smoke-free products and their benefits compared with cigarettes.

While PMI will continue to responsibly sell cigarettes as long as there is a significant legitimate demand, it will leverage its leading position to accelerate switching to better alternatives, continuing to focus its commercial efforts toward raising awareness of, and informing adult smokers in appropriate ways about, scientifically substantiated smoke-free products and the benefits of switching versus continued smoking. The Company carefully monitors the results of its marketing to minimize any unintended use of its smoke-free products by nonsmokers, especially youth.

In addition, PMI’s new businesses will leverage its know-how and capabilities in areas such as inhalation and aerosolization to create better products to target unmet medical and consumer needs and deliver a better experience and enhanced products for consumers and patients.

Employees

PMI’s ability to accomplish its purpose depends on the skills, dedication, and relentless efforts of its employees. The Company’s focus on a smoke-free future and long-term opportunities in wellness and healthcare has enhanced its ability to attract the new talent needed to support its transformation. The Company compensates its employees fairly and provides important benefits. It supports them with enriching job experiences, training, and education to help them develop new skills and maximize their employability in a rapidly changing world. The Company treats employees with respect, dignity, care, and fairness. It fosters diversity, inclusion, equal opportunity, and equal salary policies to ensure PMI’s workforce reflects modern society.

Regulators

Regulators can decisively accelerate the industry’s transformation toward, and the speed at which adult smokers switch to, smoke-free products by implementing risk-proportionate regulations and taxation for all nicotine-containing products and by providing smokers with accurate information. PMI is committed to engaging transparently with regulators, sharing its scientific research and post-market data. The Company is ready to support an industry-wide gradual phaseout of cigarettes as soon as a majority of smokers in a country have switched to scientifically substantiated smoke-free products. PMI

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believes that with the right regulatory encouragement and support from civil society, cigarette sales can end within 10 to 15 years in many countries.

Public Health Community

The public health community is, unfortunately, polarized on the issue of smoke-free products. Without question, their work to discourage youth and nonsmokers from starting to use any tobacco or nicotine product and to encourage cessation should continue. At the same time, when better alternatives to cigarettes exist, the discussion should not be whether they should be made available to the more than one billion people who smoke today, but how fast and within what regulatory framework to maximize their adoption while minimizing unintended use. The Company is urging this important stakeholder group to seize the immense opportunity that smoke-free products present for advancing public health within the current generation of smokers. PMI asks the public health community to scrutinize its smoke-free products, to provide feedback for improvement, and to be open to considering that PMI’s purpose aligns with the societal goal to change the health trajectories of the people who smoke.

Supply Chain

People working in the Company’s supply chain around the world, including tobacco farmers, rely on PMI for a substantial portion of their income. PMI deals fairly and ethically with its suppliers and is dedicated to acting as a good partner to other companies, large and small, that help us meet PMI’s mission. PMI recognizes that smoke-free products differ from cigarettes and entail change for some of its supply chain partners, and PMI is ready to help them in this transition.

Civil Society

Continued engagement and partnerships with civil society remain essential to the Company’s success. PMI respects the many communities and the environment around the world where it operates. PMI works hard to protect the environment through sustainable practices across its businesses, and to both address and prevent future social and environmental challenges, including reducing post-consumer waste (focusing on eco-design and circularity), tackling climate change, preserving nature, improving the quality of life of people in our supply chain, and fostering an empowered and inclusive workplace. The scope, metrics, and progress of these practices are outlined in PMI’s annual Integrated Report, published on PMI’s website.

Shareholders

The Company is confident in the core business growth prospects of smoke-free products and the significant additional long-term opportunity from innovating in wellness and healthcare. It is leading the new, highly promising category of smoke-free products and leveraging its unique capabilities to capture further areas of growth. PMI is dedicated to ensuring its shareholders continue to receive strong and sustainable financial returns over time. We are aware of the growing tendency among some investors toward exclusion and negative screening but do not believe these Strategics effectively drive positive change, especially with regard to convincing people who smoke to quit smoking or improve their lives. On the contrary, by investing in PMI and holding the Company accountable to its purpose and targets, investors can combine positive societal impact with long-term financial returns. The Company welcomes suggestions, pressure, and support through engagement with both current and potential investors.

The Company understands the need to continue to build legitimacy and trust by being honest, respectful, fair, and transparent and by aligning actions with words across all areas of its business. To assess the impact of PMI’s current and future value chains on society and the environment, the Company regularly conducts sustainability materiality analyses and measures and reports its performance through financial, environmental, and social metrics that are key to a sustainable corporate strategy.

It is management’s responsibility to ensure that the Company’s purpose is achieved through the appropriate structures, systems, processes, and people. The Board oversees management’s efforts to enhance shareholder value responsibly and sustainably over the long term in ways that are consistent with the Company’s purpose. Transparency and engagement between the Board and management are paramount, and we are all working toward PMI’s successful transformation.

To better align with shareholder and other stakeholder interests in achieving its purpose, the introduction of the Sustainability Index has allowed the Compensation and Leadership Development Committee of the Board to enhance the Company’s compensation practices, explicitly linking it to ESG performance and further ensuring a strong link between executive compensation and both short- and long-term performance.

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P R O X Y S U M M A R Y

PROXY SUMMARY

This proxy statement contains proposals to be voted on at our Annual Meeting and other information about our Company and our corporate governance practices. Below is a brief summary of certain information contained in this proxy statement. The summary does not contain all of the information you should consider. Please read the entire proxy statement carefully before voting.

Who We Are


PMI at a Glance
Philip Morris International (“PMI”), one of the world’s leading international tobacco companies, is working to deliver a smoke-free future and evolving its portfolio for the long-term to include products outside of the tobacco and nicotine sector. PMI’s principal executive offices are located at 120 Park Avenue, New York, New York 10017-5579 and it is listed on the New York Stock Exchange (NYSE: PM).
(a) Reflects PMI Reduced-risk product and Other net revenues of $9.2 billion as a percentage of PMI total adjusted net revenues of $31.7 billion (See Exhibit C regarding non-GAAP financial measures)


2021 Annual Performance Targets and Results
PMI met or out-performed all but one of the annual performance-based targets pre-established by the Compensation and Leadership Development Committee (“Committee”) for annual cash incentive compensation awards. Against an overall target of 100, the Committee certified a performance rating of 120. See below for achievements against individual performance targets and their relative weights. More information is available on pages 44-46.

Growth Measure(a)	Target	Achieved Result	Weight	Performance Rating
Share of Top 30 OI Markets(b)	16	14	15%	90
Smoke-Free (“HTU”) Shipment Volume	93.0-96.0	95.0	20%	100
Adjusted Net Revenues(c)	4.4-5.2%	7.6%	15%	142
Adjusted OI(c)	8.5-10.0%	13.0%	15%	136
Operating Cash Flow	4.5%	13.8%	20%	150
Strategic Priorities and Enablers	100	115%	15%	115
(a) See Exhibit C for a reconciliation of non-GAAP to the most directly comparable U.S. GAAP financial numbers (b) Number of top 30 OI markets (reflecting the deconsolidation of RBH) in which total share of heated tobacco units and cigarettes was growing or stable (c) Organic growth

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Investor Outreach

Throughout the year, the Company engages in an extensive shareholder outreach program during which it seeks input on a range of matters, including business performance, executive compensation, as well as environmental, social and governance (“ESG”) programs.



Who we engaged	How we engaged	What we learned
While the COVID-19 pandemic continued to impact our investor engagement schedule, in 2021, we met with 43 of our top 100 institutional investors, either in person or virtually, representing 64% of our available global shareholder base (which excludes index and pension funds that typically do not meet with management).	In addition to these regular Investor Relations engagements, we invited 90 of our largest shareholders (including their governance and ESG decision makers), holding approximately 60% of our outstanding shares to participate in individual conference calls.	• Engagements provided us with a better understanding of our shareholders’ priorities, perspectives and positions. • The substance of these engagements was reported to our Compensation and Leadership Development Committee, our Nominating and Corporate Governance Committee, and our entire Board of Directors.

In 2021, the Company also commissioned an investor perception study to understand the attitudes of our key sell-side and buy-side analysts toward the Company so that we can better address investor expectations in future communications. Those surveyed have expressed confidence in the overall effectiveness of our smoke-free strategy, including the earnings growth potential, the deployment of capital and the sustainability of our business. The results of this survey were presented to our senior management and to our Board of Directors.

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Human Capital



Our Workforce	Our Internal Transformation	Inclusion & Diversity	Response to COVID-19
133 Nationalities At December 31, 2021, we employed approximately 69,600 people worldwide of 133 different nationalities, including full-time, temporary and part-time staff.	Smoke-Free Future To be successful, we must continue transforming our culture and ways of working, align our talent with our business needs and innovate to become a truly consumer-centric business.	Chief Diversity Officer As part of our commitment to workplace diversity in 2020, our Board appointed a Chief Diversity Officer.	Adaptability We have focused on business continuity, health and safety of our employees, and have rapidly adapted our ways of working to a new environment.
Global Company We are subject to numerous different laws and regulations relating to our relationship with our employees. We engage with legally recognized employee representative bodies and we have collective bargaining agreements in many of the countries in which we operate.	Talent We attract, retain and motivate the best global talent with the right degree of diversity, experience, competencies and skills. We seek expertise in areas that are new to us such as digital and technical solutions while also developing our existing talent in those areas.	Gender Balance We launched a Women in Leadership program to support our female talents, we set a target of 40% female representation in management by the end of 2022 and were the first multinational company to receive a global EQUAL-SALARY certification from the EQUAL-SALARY Foundation.	Safety We have implemented additional safety measures for essential employees in our facilities and offices and continue to pay salaries to those employees who are unable to work due to government restrictions.
European Works Council In accordance with European Union requirements, we have established a European Works Council composed of management and elected members of our workforce.	Compensation We set the levels of our compensation and benefit programs that we believe are necessary to achieve these goals and remain competitive with other consumer product companies.	“ERGs” Employee resource groups enhance our sense of belonging, visibility, and greater understanding of different experiences and dimensions of diversity in our company.	Remote Work We have enhanced remote work arrangements as well as digital collaboration and related risk management.

Oversight and Management

Our Board of Directors (the “Board”) provides oversight of various matters pertaining to our workforce, and the Compensation and Leadership Development Committee of the Board is responsible for executive compensation matters and oversight of the risks and programs related to talent management. Our Code of Conduct, also known at PMI as the Guidebook for Success, highlights our commitment to ethical business conduct and honesty, respect, and fairness in our ways of working.

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B O A R D O P E R A T I O N S A N D G O V E R N A N C E

BOARD OPERATIONS AND
GOVERNANCE

Board of Directors


Responsibilities:			Meetings:
• Fosters the long-term success of the Company, consistent with its statutory duty to shareholders. • Establishes broad corporate policies, setting strategic direction, and oversees management, which is responsible for the day-to-day operations of the Company. • Oversees the Company’s enterprise risk assessment program (as described on pages 14-15. In fulfilling this role, each director must exercise his or her good faith business judgment in the best interests of the Company. • The Board approves the Company’s annual budget each year and receives updates of the Company’s performance against the budget throughout the year. • The Board also reviews and approves the Company’s three-year plan each year, typically in a two-day session. The Board regularly receives presentations on the Company’s longer-term objectives and plans.			• The Board holds regular meetings, typically during the months of February, March, May, June, September and December, and additional meetings when necessary. The organizational meeting follows immediately after the Annual Meeting of Shareholders. • The Board held eight regular meetings in 2021. The Lead Independent Director presides over regular executive sessions of the Board with no members of management present. • Directors are expected to attend Board meetings, the Annual Meeting of Shareholders and meetings of the Committees on which they serve, with the understanding that on occasion a director may be unable to attend. • During 2021, all nominees for director then in office attended at least 75% of the aggregate number of meetings of the Board and all Committees on which they served, and all director nominees then in office attended the 2021 Annual Meeting of Shareholders.

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B O A R D O P E R A T I O N S A N D G O V E R N A N C E

Governance Guidelines, Policies and Codes


The Guidebook for Success:			Other Governance Guidelines:
• The Board has adopted a code of conduct known at PMI as the Guidebook for Success. • The Guidebook for Success is an interactive, plain language tool that describes the fundamental beliefs and attributes that unite and guide us in pursuing PMI’s goals, illustrates how to meet our commitments to these beliefs and attributes, and explains why it is critical to do so. • The Guidebook applies to all employees, including the Company’s principal executive officer, chief operating officer, principal financial officer, and principal accounting officer or controller.			• The Board has also adopted a Code of Business Conduct and Ethics that applies to directors. • In addition, the Board has adopted a Policy on Related Person Transactions for the review of certain transactions in which the Company is a participant, and an officer, director or nominee for director has, had or may have a direct or indirect material interest. • All of these documents are available free of charge on the Company’s website, www.pmi.com/our-views-and-standards/standards/compliance-and-integrity, and will be provided free of charge to any shareholder requesting a copy by writing to the Vice President, Associate General Counsel and Corporate Secretary of Philip Morris International Inc. at Avenue de Rhodanie 50, 1007 Lausanne, Switzerland.

The information on the Company’s websites, including the Company’s 2020 Integrated Report as referenced in this proxy statement, is not, and shall not be deemed to be, a part of this proxy statement or incorporated into any other filings the Company makes with the U.S. Securities and Exchange Commission.

Leadership Structure

The Board believes that no particular leadership structure is inherently superior to all others under all circumstances. It determines from time to time the structure that best serves the interests of the Company and its shareholders under the then-prevailing circumstances.

Effective immediately before the 2021 Annual Meeting of Shareholders, André Calantzopoulos, who was our former Chief Executive Officer, became our Executive Chairman; he remains an employee of the Company. Mr. Lucio A. Noto became the Lead Independent Director.

In December 2020, the Board approved the appointment of Jacek Olczak, the Company’s then Chief Operating Officer, as the Chief Executive Officer, effective immediately following the 2021 Annual Meeting of Shareholders on May 5, 2021. The Board believes that it is in the Company’s best interest for Mr. Calantzopoulos to continue as Executive Chairman to ensure a seamless transition of leadership. As the Chief Executive Officer, all day-to-day management responsibility for the Company transferred to Mr. Olczak immediately after the 2021 Annual Meeting of Shareholders, and he reports to the full Board of Directors.

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Executive Chairman				Lead Independent Director
ANDRÉ CALANTZOPOULOS As Executive Chairman, Mr. Calantzopoulos: • facilitates communication between the Board and management; • assists the Chief Executive Officer with long-term strategy and serves as his sounding board; • presides at all meetings of shareholders and of the Board; and • assists in the preparation of agendas and materials for Board meetings, working together with the Lead Independent Director, who approves the agendas before they are disseminated to the Board. As always, input will be sought from all directors as to topics they wish to review. Because Mr. Calantzopoulos is an Executive Chairman and not independent, the Board will continue to have a Lead Independent Director.				LUCIO A. NOTO The non-management directors elect at the annual organizational meeting one independent director as the Lead Independent Director. As Lead Independent Director, Mr. Noto’s responsibilities are to: • preside over executive sessions of the non-management directors and at all meetings at which the Executive Chairman is not present; • call meetings of the non-management directors as he or she deems necessary; • serve as liaison between the Chief Executive Officer and the non-management directors; • approve agendas and schedules for Board meetings; • advise the Executive Chairman and the Chief Executive Officer of the Board’s informational needs and approve information sent to the Board; • together with the Executive Chairman of the Compensation and Leadership Development Committee, communicate goals and objectives to the Chief Executive Officer and the results of the evaluation of his performance; and • be available for consultation and communication if requested by major shareholders. The Lead Independent Director is invited to attend all meetings of Committees of the Board.

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B O A R D O P E R A T I O N S A N D G O V E R N A N C E

Committees of the Board

The Board has established various standing Committees to assist with the performance of its responsibilities. These Committees and their current members are listed below. The Board designates the members of these Committees and the Committee Chairs at its organizational meeting following the Annual Meeting of Shareholders, based on the recommendations of the Nominating and Corporate Governance Committee. The Board has adopted written charters for each of these Committees, and these charters are available on the Company’s website at www.pmi.com/who-we-are/corporate-governance/board-committees. The Chair of each Committee develops the agenda for that Committee and determines the frequency and length of committee meetings. Each Committee meets as often as it deems appropriate, and each has sole authority to retain its own legal counsel, experts and consultants.

The Audit Committee, the Compensation and Leadership Development Committee, and the Nominating and Corporate Governance Committee each consists entirely of non-management directors, all of whom the Board has determined are independent within the meaning of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Board has determined that all members of the Audit Committee are financially literate, and that each of Lucio A. Noto, Michel Combes, Lisa A. Hook, and Dessi Temperley is an “audit committee financial expert” within the meaning set forth in the regulations of the Securities and Exchange Commission. The Board has determined that Ms. Temperley’s ability to effectively serve on the Company’s Audit Committee is not impaired by simultaneously serving on the audit committees of four public companies, including PMI’s. No member of the Audit Committee, the Compensation and Leadership Development Committee or the Nominating and Corporate Governance Committee received any payments or other compensation in 2021 from Philip Morris International Inc. or its subsidiaries, other than compensation received as a director.

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AUDIT COMMITTEE SUMMARY

Meetings in 2021: 10

Lucio A. Noto
(Chair)

Michel Combes

Werner Geissler

Lisa A. Hook

COMMITTEE PURPOSE:

•

oversee the integrity of the financial statements and monitor financial reporting processes and systems of internal control;

•

monitor the qualifications, independence and performance of the independent auditors;

•

monitor the internal audit function; and

•

monitor the Company’s compliance with legal and regulatory requirements.

Jun Makihara

Dessi
Temperley

KEY RESPONSIBILITIES:

•

recommend to the Board whether the Company’s financial statements should be included in the Company’s annual and quarterly filings with the U.S. Securities and Exchange Commission (the “SEC”);

•

sole authority for recommending to the Board the appointment, and, compensating, retaining and overseeing the work, of the independent auditors;

•

evaluate the internal audit function, including the oversight of internal audit’s assurance and advisory services designed to assess the adequacy and effectiveness of the Company’s internal control systems, use of resources, and maturity of governance processes over the Company’s strategies;

•

evaluate the compliance function;

•

review financial risk assessment and management thereof;

•

oversee the Company’s policies and practices with respect to cybersecurity and data privacy risks, as well as data governance;

•

oversee the risk management of excessive or discriminatory taxation;

•

oversee the risk management of illicit trade;

•

oversee the risk management of manufacturing and supply chain disruption and device reliability;

•

oversee the risk management of climate change, pandemics and natural disasters;

•

oversee the risk management of the dilution of the rule of law;

•

approve the Company’s Code of Conduct, also known at PMI as the Guidebook for Success, and review the implementation and effectiveness of the Company’s compliance program;

•

establish “whistleblower” procedures and review claims of improper conduct; and

•

produce a report for inclusion in the proxy statement.

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COMPENSATION AND LEADERSHIP DEVELOPMENT
COMMITTEE SUMMARY

Meetings in 2021: 5

Werner
Geissler (Chair)

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Dr. Juan José Daboub

Lisa A. Hook

Jun Makihara

COMMITTEE PURPOSE:

•

discharge the Board’s responsibilities relating to executive compensation;

•

produce a report for inclusion in the proxy statement; and

•

review talent management succession plans for the CEO and other senior executives.

Lucio A. Noto

Robert B. Polet

KEY RESPONSIBILITIES:

•

review and approve the Company’s overall compensation philosophy and design;

•

review and approve corporate goals and objectives relevant to the compensation of the CEO and Executive Chairman, and evaluate their performance;

•

determine and approve the compensation of the CEO;

•

determine the compensation of the Executive Chairman for recommendation to the Board for approval;

•

review and approve the compensation of all executive officers;

•

recommend to the Board compensation plans, and administer and make awards under such plans and review the cumulative effect of its actions;

•

monitor compliance by executives with our share ownership requirements;

•

review and assist with the development of executive succession plans, evaluate and make recommendations to the Board regarding potential CEO candidates and evaluate and approve candidates to fill other senior executive positions;

•

oversee the management of risks related to compensation design and payout;

•

oversee the management of risks related to talent management, including the risk that the Company is unable to attract and retain the necessary talent with the right degree of diversity, experience and skills to achieve its ongoing business transformation;

•

review and discuss with management proposed annual disclosures regarding executive compensation matters;

•

oversee human capital management, including leadership and talent development programs; and

•

recommend to the Board whether the Compensation Discussion and Analysis should be accepted for inclusion in the proxy statement.

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CONSUMER RELATIONSHIPS AND REGULATION
COMMITTEE SUMMARY

Meetings in 2021: 4

Lisa A. Hook
(Chair)

Bonin Bough

André
Calantzopoulos

Werner Geissler

COMMITTEE PURPOSE:

•

oversee the Company’s RRP and combustible cigarette commercialization;

•

oversee the consumer-centricity strategy for the RRP business, including the establishment and maintenance of digital channels and digital consumer engagement, and enabling data-driven decision-making;

•

monitor key legislative, regulatory, and public policy issues and trends related to the post-market regulatory environment that may limit access to RRPs; and

•

oversee risk associated with changes in consumer preferences regarding RRPs.

Jun Makihara

Kalpana
Morparia

Lucio A. Noto

Jacek Olczak

Robert B. Polet

KEY RESPONSIBILITIES:

•

oversee adult consumer acquisition and retention strategies, consumer journey programs and customer care infrastructure;

•

oversee the RRP and combustible cigarette competitive environment;

•

oversee the geographic expansion of the Company’s RRPs;

•

oversee post-market regulatory developments relating to the commercialization of RRPs at the market level, including the risk that regulation may not differentiate between combustible products and RRPs or will discriminate against RRPs;

•

oversee the Company’s RRP product innovation calendar post-Gate 3 (i.e. the transition from concept to commercial development);

•

oversee the management of the risk that certain new market entrants may alienate consumers from the Company’s RRPs through marketing campaigns and messaging, and inferior product satisfaction, while not relying on substantiated science and appropriate R&D protocols and standards; and

•

oversee the management of the risk that credibility and reputational issues may stand in the way of promoting the benefits of RRPs as a necessary pillar of tobacco control and impair their commercial success.

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FINANCE COMMITTEE SUMMARY

Meetings in 2021: 5

Jun Makihara
(Chair)

Bonin Bough

André
Calantzopoulos

Michel Combes

COMMITTEE PURPOSE:

•

monitor the Company’s financial performance and condition, including financial policies, capital structure, and budgets; and

•

review with management all material matters relating to capital structure, financial policies, capital investments, and business and financial plans.

Dr. Juan José
Daboub

Werner Geissler

Lisa A. Hook

Kalpana Morparia

Lucio A. Noto

Jacek Olczak

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Frederik Paulsen

Robert B. Polet

Dessi Temperley

Shlomo Yanai

KEY RESPONSIBILITIES:

•

review the annual operating and capital expenditure budgets;

•

review long-range financial objectives at least annually;

•

review financing plans, including share repurchases, dividend payments, and changes to equity and debt structure;

•

review tax strategy, pension plans, and insurance policies;

•

review and approve capital expenditures over $100 million per annum;

•

oversee financial risk management policies;

•

oversee risk management of the Company’s pricing strategies, business development strategies, and currency volatility; and

•

oversee risk management of the Company’s competitive position, including risks arising from global macro-economic uncertainty and geopolitical instability

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NOMINATING AND CORPORATE GOVERNANCE
COMMITTEE SUMMARY

Meetings in 2021: 5

Kalpana
Morparia
(Chair)

Michel Combes

Lucio A. Noto

Robert B. Polet

COMMITTEE PURPOSE:

•

identify qualified candidates for Board membership;

•

recommend nominees for election at the annual meeting and as necessary to fill vacancies and new directorships; and

•

advise the Board on corporate governance and sustainability matters; and oversee self-evaluation of the Board and each Committee.

Shlomo Yanai

KEY RESPONSIBILITIES:

•

review qualifications of prospective candidates for director;

•

consider performance of incumbent directors and other relevant factors in determining whether to nominate them for re-elections;

•

oversee the Company’s ESG and sustainability strategies and performance, and advise the Board on ESG and sustainability matters;

•

make recommendations to the Board regarding director independence and the function, composition and structure of the Board and its Committees;

•

oversee the Company’s lobbying and trade association activities and expenditures;

•

review and recommend to the Board for approval the corporate governance guidelines;

•

recommend the process for the annual self-evaluation of the Board and its Committees for the Board’s approval; and

•

review director compensation.

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PRODUCT INNOVATION AND REGULATORY AFFAIRS
COMMITTEE SUMMARY

Meetings in 2021: 4

Frederik Paulsen (Chair)

André Calantzopoulos

Michel Combes

Dr. Juan José Daboub

COMMITTEE PURPOSE:

•

oversee the long-term product portfolio strategy of the Company, focusing on research and development of new products and services, and improvements to existing products and services, with a particular focus on RRPs and the Company’s new Wellness and Healthcare business; and

•

monitor and review key legislative, regulatory and public policy issues and trends related to the research and development of RRPs.

Lisa A. Hook

Lucio A. Noto

Jacek Olczak

Shlomo Yanai

KEY RESPONSIBILITIES:

•

monitor the Company’s internal scientific research, including the Company’s efforts to substantiate the risk-reduction potential of its RRPs through rigorous scientific methodologies, as well as the external body of scientific research relevant to the Company’s present and future RRPs;

•

monitor the Company’s pipeline of innovative products and services, including future RRPs and associated risks, such as product superiority, product reliability, and time to market;

•

monitor the development of the Company’s consumer wellness and healthcare business and related products;

•

oversee the risk management of the Company’s research and development efforts;

•

monitor the Company’s management of its intellectual property; and

•

make recommendations to the Board regarding significant R&D projects and budgets.

Board Risk Oversight

Risk oversight is conducted both by the Committees of the Board with respect to their areas of responsibility as well as by the full Board.

Management has identified and prioritized key enterprise risks based on four risk dimensions:

the impact a risk could have on the organization if it occurs,

the likelihood a risk will occur,

the velocity with which a risk would affect the organization if it occurs,

and the interconnectivity of a risk with other risks.

As part of its risk management practices, the Company has established a Corporate Risk Governance Committee (“CRGC”) made up of senior executive officers, including the Chief Financial Officer, Senior Vice President and General Counsel, Chief Digital & Information Officer, Vice President & PMI Controller, Global Head of Risk & Controls, Chief Information Security Officer, Vice President and Chief Ethics & Compliance Officer, and Vice President, Corporate Audit. In addition, the Chief Executive Officer and Vice President & Corporate Secretary are informed of the risk management observations and insights shared with the CRGC. Ownership of each of the prioritized risks is assigned to a member of senior management, and oversight of the management of each risk is assigned to a particular Board Committee or to the full Board. Management reports on these risks to the appropriate Committee and to the full Board throughout the year.

In addition, the internal audit function provides an assessment of governance processes pertaining to the Company’s strategic risk management and periodically reports the results of this assessment to the Audit Committee.

The Board has been receiving regular updates from the Company’s management regarding the impact and evolution of risks of the ongoing COVID-19 pandemic and other geopolitical events on our employees, our business and communities where we operate, as well as any relevant mitigation measures. The risk management oversight by each Committee is

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included in the committee summaries found on pages 9-14. The full Board oversees the management of risks relating to the Company’s business plan and litigation, and it receives reports on risk management by each Committee. The roles of the various components of risk assessment, management and oversight are shown below.

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Communications with the Board

Shareholders and other interested parties who wish to communicate with the Board may do so by writing to the Lead Independent Director, Board of Directors of Philip Morris International Inc., 120 Park Avenue, New York, New York 10017-5579. The non-management directors have established the following procedures for the handling of communications from shareholders and other interested parties, and has directed the Vice President, Associate General Counsel and Corporate Secretary to act as their agent in processing any communications received. All communications that relate to matters that are within the scope of the responsibilities of the Board and its Committees are to be forwarded the Lead Independent Director. Communications that relate to matters that are within the responsibility of one of the Board Committees are also to be forwarded to the Chair of the appropriate Committee. Communications that relate to ordinary business matters that are not within the scope of the Board’s responsibilities, such as customer complaints, are to be sent to the appropriate subsidiary. Solicitations, junk mail and obviously frivolous or inappropriate communications are not to be forwarded, but will be made available to any non-management director who wishes to review them.

Strong Governance Practices

The Nominating and Corporate Governance Committee of the Board reviews our corporate governance practices regularly and proposes modifications to our principles and other key governance practices as warranted for adoption by the Board. In 2020, the Board of Directors formed the Consumer Relationships and Regulation Committee, and reassigned responsibilities among the six Committees to further align the responsibilities of the Board and its Committees with the Company’s strategies. In light of the increasing

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importance of talent in our transformation, the Board also added the responsibility for the oversight of risks and programs related to talent management to the Compensation and Leadership Development Committee. The responsibilities of these Committees are described in pages 9-14. The following summarizes our key principles and practices and refers you to the pages of this proxy statement where you will find a more detailed discussion of various items:

•

Majority voting standard for uncontested election of directors (page 19)

•

Proxy access by-laws (page 18)

•

Non-management directors elect Lead Independent Director annually (page 7)

•

Directors may be removed with or without cause

•

Non-management directors meet regularly without management being present

•

No “poison pill” rights plan

•

Board-adopted “clawback” policy (page 50)

•

Rigorous share ownership requirements and anti-hedging and anti-pledging policies (pages 49-50)

•

Post-termination share holding requirement (page 50)

•

No tax gross-up on limited perquisites

•

Double-trigger vesting policy on change in control (pages 65-67)

•

Board committee oversight of political spending and lobbying (page 13)

•

Board committee oversight of sustainability strategy and performance (page 13)

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ELECTION OF DIRECTORS

Process for Nominating Directors

The Nominating and Corporate Governance Committee (the “Governance Committee”) is responsible for identifying and evaluating candidates for director and for recommending to the Board a slate of nominees for election at the Annual Meeting of Shareholders.

				SUCCESSION PLANNING The Governance Committee works with the Board of Directors to determine the appropriate characteristics, skills and experience for the Board as a whole and its individual members. The Governance Committee uses this criteria to identify potential candidates to fill vacancies in existing or new director positions.
				IDENTIFICATION OF CANDIDATES The Governance Committee reviews qualifications of candidates for director identified by the Governance Committee or suggested by Board members, stockholders, management or others in accordance with the director qualification criteria.
				DECISION AND NOMINATION The Governance Committee considers (i) the qualification of candidates for nomination to the Board for appointment or election; or (ii) the performance of incumbent directors in determining nomination for re-election, and recommends to the Board the slate of nominees for re-election to the Board at the Annual Shareholders Meeting.
				ELECTION All director nominees are annually elected or re-elected at the Annual Shareholders Meeting. Any incumbent director who is not re-elected in accordance with our bylaws must offer his or her resignation on which the Board, with the recommendation of the Governance Committee, will make a determination and publicly disclose its decision.

In evaluating the suitability of individuals for Board membership, the Governance Committee takes into account many factors. These include:

•

whether the individual meets requirements for independence;

•

the individual’s general understanding of the various disciplines relevant to the success of a large publicly traded company in today’s global business environment; and

•

the individual’s understanding of the Company’s global business and markets; the individual’s professional expertise and educational background, and other factors, including nationality and gender, that promote diversity of views and experience.

The Governance Committee evaluates each individual in the context of the Board as a whole, with the objective of recommending a group of directors that can best shepherd the success of the business and represent long-term shareholder interests through the exercise of sound judgment, using its breadth of knowledge and experience. In determining whether to nominate an individual for election or re-election, the Governance Committee will take into account the nature and extent of an individual’s other commitments, including membership on other public company boards, when determining whether it is appropriate to nominate such individual. In determining whether to recommend a director for re-election, the Governance Committee also considers the director’s attendance at meetings and participation in and contributions to the activities of the Board. The Governance Committee has not established any specific minimum qualification standards for nominees to the Board, although from time to time the Governance Committee may identify certain skills or attributes, such as financial experience, global business experience, consumer-centricity, digital transformation and scientific expertise, as being particularly desirable to help meet specific Board needs.

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In identifying candidates for Board membership, the Governance Committee relies on suggestions and recommendations from the Board, shareholders, management and others. The Governance Committee does not distinguish between nominees recommended by shareholders and other nominees. From time to time, the Governance Committee also retains search firms to assist in identifying candidates for director, gathering information about their background and experience, and acting as an intermediary with such candidates. Most recently, the Committee recommended to the Board Dessi Temperley after an initial introduction by a search firm.

Shareholders wishing to suggest candidates to the Governance Committee for consideration as directors must submit a written notice to the Vice President, Associate General Counsel and Corporate Secretary, who will provide it to the Governance Committee. Our by-laws set forth the procedures a shareholder must follow to nominate directors. These procedures are summarized in this proxy statement, under the caption “2023 Annual Meeting.”

In addition, our by-laws permit an eligible shareholder or group of shareholders who have owned 3% or more of PMI’s outstanding shares for at least three years to nominate and include in our proxy statement director candidates to occupy up to 20% of the authorized Board seats.

Recommendations of the Board; Director Attributes, Diversity, Refreshment and Tenure

It is proposed that fourteen directors be elected to hold office until the next Annual Meeting of Shareholders and until their successors have been elected. The Governance Committee has recommended to the Board, and the Board has approved, the persons named and, unless otherwise marked, a proxy will be voted for such persons. Each of the nominees, except for Ms. Temperley, was elected by the shareholders at the 2021 Annual Meeting. The Board believes that the experience, qualifications, attributes and skills of each of the nominees presented qualify them to oversee the complex global, regulatory, business, and financial issues facing the Company, and that the Board as a whole provides a breadth of knowledge, international experience, intellectual rigor and willingness to face challenging issues.

Our Board comprises a diverse group of individuals. Three nominees are women, and four are persons of color. Eleven different nationalities are represented, underscoring the global perspective of the Board taken as a whole.

The Board has experienced a significant amount of director refreshment since our spin-off in March 2008. Mr. Noto is the only original director since our spin-off that serves on the Board. Of the remaining members of the Board, two joined in 2011, one in 2013, two in 2014, one in 2015, one in 2018, one in 2020 and four in 2021. The average tenure of the Company’s nominees is 5.57 years. As new Board members gain experience, the Board rotates its various committee chairs.

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DIRECTOR ADDITIONS

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Although it is not anticipated that any of the persons named below will be unable or unwilling to stand for election, a proxy, in the event of such an occurrence, may be voted for a substitute designated by the Board. However, in lieu of designating a substitute, the Board may reduce its number of directors.

Independence of Nominees

After receiving the recommendation of the Governance Committee, the Board has determined that each of the following director nominees is independent of, and has no material relationship with, the Company: Michel Combes, Juan José Daboub, Werner Geissler, Lisa A. Hook, Jun Makihara, Kalpana Morparia, Lucio A. Noto, Frederik Paulsen, Robert B. Polet, Dessi Temperley, and Shlomo Yanai. To assist it in making these determinations, the Board has adopted categorical standards of director independence that are set forth in the Corporate Governance Guidelines. The Corporate Governance Guidelines are available on the Company’s website at www.pmi.com/who-we-are/corporate-governance/overview. Each of the above-named nominees qualifies as independent under these standards.

In making a determination that Mr. Bough is not independent, the Board considered a consulting agreement between the Company and Digilence, LLC (also known as Bonin Ventures), an entity owned by Mr. Bough. The Company paid approximately $1.27 million under this agreement in 2019. In 2020, the Company also paid to Digilence, LLC a de minimis amount.

Majority Vote Standard in Uncontested Elections

All directors are elected annually. The Company’s by-laws provide that, where the number of nominees for director does not exceed the number of directors to be elected, directors shall be elected by a majority rather than by a plurality vote. Under applicable law, a director’s term extends until his or her successor is duly elected and qualified. Thus, an incumbent director who fails to receive a majority vote would continue to serve as a holdover director. To address that possibility, our Corporate Governance Guidelines require a director who receives less than a majority of the votes cast to offer to resign. The Governance Committee would then consider, and recommend to the Board, whether to accept or reject the offer.

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Director Nominees

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PROPOSAL 1: ELECTION OF DIRECTORS

The Board of Directors recommends that you vote FOR each director nominee. These individuals bring a range of relevant experiences and overall diversity of perspectives that is essential to good governance and leadership of our company.

“FOR”

Committees

Nominees

Citizenship

Independence

Audit

Compensation
& Leadership
Development

Consumer
Relationships
& Regulation

Finance

Nominating
& Corporate
Governance

Product
Innovation
&
Regulatory
Affairs

BONIN BOUGH
Age: 44
Director Since: 2021

USA

ANDRÉ CALANTZOPOULOS
Age: 64
Director Since: 2013

Greece/
Switzerland

MICHEL COMBES
Age: 59
Director Since: 2020

France

●

JUAN JOSÉ DABOUB
Age: 58
Director Since: 2021

El Salvador

●

WERNER GEISSLER
Age: 68
Director Since: 2015

Germany

●

LISA A. HOOK
Age: 64
Director Since: 2018

USA

●

JUN MAKIHARA
Age: 64
Director Since: 2014

Japan

●

KALPANA MORPARIA
Age: 72
Director Since: 2011

India

●

LUCIO A. NOTO
Age: 83
Director Since: 2008

USA

●

JACEK OLCZAK
Age: 57
Director Since: 2021

Poland

FREDERIK PAULSEN
Age: 71
Director Since: 2014

Sweden

●

ROBERT B. POLET
Age: 66
Director Since: 2011

Netherlands

●

DESSI TEMPERLEY
Age: 49
Director Since: 2021

Bulgaria/UK

●

SHLOMO YANAI
Age: 69
Director Since: 2021

Israel

●

C = Committee Chair M = Committee Member

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Director Qualifications

Our Board is a diverse, highly engaged group that provides strong and effective oversight of our Company. Both individually and collectively, our directors have the qualifications, skills and experience needed to inform and oversee the Company’s long-term strategic growth. Each director has or has had senior executive experience, in many cases with large, complex organizations with significant global operations. Several directors have leadership experience in the global consumer products sector, and others bring expertise in financial information technology, cybersecurity, digital transformation, sustainability, and ESG matters. These and the other skills and attributes discussed below are key considerations in evaluating the composition of our Board, and inform our Board succession planning and director selection process.

K E Y A T T R I B U T E S O F A L L D I R E C T O R S

•

High Integrity

•

Proven Record of Success

•

Leadership

•

Understanding our Global Business and Markets

•

Strength of Character and Judgment

•

Corporate Governance Experience

•

Talent Management/ Succession Planning

•

Diversity of Perspectives

•

Intellectual/ Analytical Skills

•

Strategic Planning

•

Risk Assessment and Oversight

G L O B A L P E R S P E C T I V E

Our board is representative of the multicultural and diverse society we find ourselves in.

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3 Directors are citizens of the United States

André Calantzopoulos is a citizen of both Greece and Switzerland

***

Dessi Temperley is a citizen of both Bulgaria and the United Kingdom

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K E Y S K I L L S O F O U R B O A R D

Our director nominees’ individual experiences, qualifications, attributes and skills are highlighted in the following matrix. The matrix is intended as a high-level summary and not an exhaustive list of each nominee’s skills or contributions to the Board. Further biographical information about each director standing for re-election is set forth on the following pages.

EXPERIENCE

Bough

Calantzopoulos

Combes

Daboub

Geissler

Hook

Makihara

Morparia

Noto

Olczak

Paulsen

Polet

Temperley

Yanai

Senior
Executive

●

Tobacco
Industry

●

Global
Consumer-Centric
Engagement

●

Operations

●

Information Technology and Privacy

●

Sustainability/
ESG

●

Risk Assessment and Oversight

●

CFO or Banking

●

Civic Leadership

●

Global
Pharmaceutical

●

Marketing and Retail

●

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Occupation:

Founder and Chief Growth Officer, Diligence LLC (also known as Bonin Ventures)

Committees:

Consumer Relationships and Regulation, and Finance

BONIN BOUGH

Director Since:
2021

Age: 44

CAREER HIGHLIGHTS

Diligence, LLC (also known as Bonin Ventures), an entity focused on accelerating growth of innovative start-up companies

•

Founder and Chief Growth Officer, since 2014.

Triller, a global social media company

•

Chief Growth Officer, since 2020.

SheaMoisture

•

Chief Growth Officer, from 2016 to 2017.

CNBC’s “Cleveland Hustles”

•

Television show host in 2016.

Mondelèz International, Inc.

•

Chief Media and E-Commerce Officer, from 2015 to 2016.

•

Vice President, Global Media and Consumer Engagement, from 2012 to 2015.

The Kraft Heinz Company

•

Vice President, Global Media and Consumer Engagement, from 2012 to 2015.

PepsiCo, Inc.

•

Chief Digital Officer, from 2008 to 2012.

Director Qualifications:

With his unique executive marketing experience, Mr. Bough brings to the Board his considerable entrepreneurial expertise, particularly with respect to e-commerce, innovative technologies and acceleration of brand equity, as well as valuable insights for transforming and growing large, multinational businesses and start-ups.

Occupation:

Executive Chairman, Philip Morris International Inc.

Committees:

Consumer Relationships and Regulation, Finance and Product Innovation and Regulatory Affairs

ANDRÉ
CALANTZOPOULOS

Director Since:
2013

Age: 64

CAREER HIGHLIGHTS

Philip Morris International Inc.

•

Executive Chairman of the Board of Directors, since May 2021.

•

Chief Executive Officer (“CEO”), from 2013 until May 5, 2021.

•

Chief Operating Officer from March 2008, following the spin-off from Altria, until becoming CEO in May 2013.

•

President and Chief Executive Officer, from April 2002 until the spin-off in March 2008.

•

Various roles across Central Europe, including Managing Director of PM Poland and President of the EE Region, from February 1985 to April 2002.

Director Qualifications:

Mr. Calantzopoulos’s intellect and all-encompassing knowledge of the Company will serve the Company and the Board well as Executive Chairman of the Board. He has played an instrumental role in numerous key initiatives, leading the Company with his bold vision of a smoke-free future, and through its related evolution into a consumer-centric technology and science-driven business.

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Occupation:

Chief Executive Officer, SoftBank Group International

Committees:

Audit (Financial Expert), Finance, Nominating and Corporate Governance and Product Innovation, and Regulatory Affairs

MICHEL COMBES

Director Since:
2020

Age: 59

CAREER HIGHLIGHTS

SoftBank Group International, a privately held subsidiary of SoftBank Group Corp
and oversees several SoftBank portfolio companies

•

Chief Executive Officer and Director, since January 2021

•

President and Director, from April 2020 to January 2021.

Sprint Corporation

•

President from January 2018, Chief Financial Officer from January 2018 to May 2018 and CEO from May 2018 to 2020 and a member of the Board of Directors, from 2018 to 2020.

Altice USA, Inc.

•

CEO and Chief Operating Officer, from 2015 to 2017.

SFR Group

•

Chairman and CEO, from 2015 to 2017.

Alcatel-Lucent

•

CEO, from 2013 to 2015.

Vodafone Europe

•

CEO

TDF Group (Télédiffusion de France)

•

Chairman and CEO

France Telecom

•

Executive

French Government

•

Several roles

Director Qualifications:

With his experience as a chief executive and chief financial officer in a number of large, multinational companies in the telephonic and digital communications, banking and portfolio strategy industries, Mr. Combes brings to the Board his considerable entrepreneurial business experience, extensive knowledge of international markets in highly regulated industries, and valuable insights in innovation and consumer centricity. Furthermore, as a former CFO, Mr. Combes has the financial expertise to serve as a member of the Audit Committee.

Other Directorships and Associations:

Mr. Combes is a director of SoFi Technologies, Inc., Assystem and Etisalat UAE. He previously served on the Board of MTS (Mobile TeleSystems) from 2013 to 2018, Sprint from 2018 to 2020, Altice Group from 2016 to 2017 and F5 Networks from 2018 to 2021.

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E L E C T I O N O F D I R E C T O R S

Occupation:

Chairman, President and CEO, The Daboub Partnership of Arcis, LLC

Committees:

Compensation and Leadership Development, Finance, and Product Innovation and Regulatory Affairs

JUAN JOSÉ DABOUB

Director Since:
2021

Age: 58

CAREER HIGHLIGHTS

The Daboub Partnership of Arcis, LLC, a business consulting company

•

Chairman, President and CEO, since 2010.

Dorado Partners LLC, a private investment company

•

Vice Chairman, since 2014.

Global Adaptation Institute, a foundation dedicated to the understanding of climate change

•

CEO, from 2010 to 2013.

•

Director since 2010.

World Economic Forum’s Global Agenda Council on Climate Change

•

Co-Chair, from 2012 to 2014.

World Bank Group

•

Managing Director, from 2006 to 2010.

Government of El Salvador

•

Several senior positions, including Minister of Finance and Chief-of-Staff to the President, from 1992 to 2004.

Director Qualifications:

Dr. Daboub’s substantial business leadership experience, deep governance expertise, and outstanding government, multilateral organization and humanitarian service on a worldwide scale, bring a unique perspective to the Company’s ESG strategy, and its efforts to advocate for the development of science-based regulatory frameworks in connection with the development and commercialization of RRPs. The Board has also determined that Dr. Daboub qualifies as an audit committee financial expert.

Other Directorships and Associations:

Dr. Daboub is currently serving as a board member of TortoiseEcofin Acquisition Corp. III, a special purpose acquisition company and Grupo Financiero Ficohsa, S.A., a Central American banking and financial services company. From September 2020 to August 2021, Dr. Daboub served as a director of Tortoise Acquisition Corp.II, a special purpose acquisition company in the sustainable energy sector.

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E L E C T I O N O F D I R E C T O R S

Occupation:

Operating Partner, Advent International

Committees:

Compensation and Leadership Development Committee (Chair) Audit, Consumer Relationships and Regulation, and Finance

WERNER GEISSLER

Director Since:
2015

Age: 68

CAREER HIGHLIGHTS

Advent International, a private equity firm

•

Operating Partner, since 2015.

Procter & Gamble, a consumer goods corporation

•

Vice Chairman and Special Advisor to the Chairman and CEO, prior to his retirement in 2015.

•

Vice Chairman, Global Operations, from 2007 to 2014.

•

Group President, Central and Eastern Europe, Middle East and Africa, from 2004 to 2007.

•

President, Northeast Asia, from 2001 to 2004.

Director Qualifications:

Mr. Geissler has a keen knowledge of the global consumer products business, having served as a senior consumer products executive in many of the Company’s most important markets and regions. His deep senior executive experience serves the Company and the Board well as Chair of the Compensation and Leadership Development Committee. Mr. Geissler has also had substantial P&L responsibility in his roles at Procter & Gamble, and has an MBA in Finance which both inform his service as a member of the Audit Committee.

Other Directorships and Associations:

Mr. Geissler is a director of the Goodyear Tire & Rubber Company.

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E L E C T I O N O F D I R E C T O R S

Occupation:

Managing Partner, Two Island Partners LLC

Committees:

Consumer Relationships and Regulation Committee (Chair), Audit (Financial Expert), Compensation and Leadership Development, Finance, and Product Innovation and Regulatory Affairs

LISA A. HOOK

Director Since:
2018

Age: 64

CAREER HIGHLIGHTS

Two Island Partners LLC, a private equity and consulting firm

•

Managing Partner, since 2018.

Neustar, Inc., a global information services company focused on cloud-based workflow solutions for marketing, risk and security analytics

•

Member of the Board, from 2010 to 2019.

•

President & Chief Executive Officer, from 2010 to 2018.

•

President & Chief Operating Officer, from 2008 to 2010.

Sunrocket, Inc., a cloud-based voice communications company

•

President & Chief Executive Officer, from 2006 to 2007.

America Online Inc., a web portal and online service provider

•

Several executive positions, from 2001 to 2004.

Brera Capital Partners, a global private equity investment firm

•

Partner

Alpine Capital Group, LLC, an investment banking firm

•

Managing Director

Time Warner, Inc., a media company

•

Executive

Director Qualifications:

Ms. Hook’s past experience as CEO of a company, her past senior management roles and government appointments relating to telecommunications, plus her holistic understanding of digital identity, are key to deploying actionable insights that grow and guard many of the world’s largest corporations. In addition, with her extensive public board experience, Ms. Hook brings to the Board valuable insights in the areas of cybersecurity, data privacy, and digital transformation at a time when the Company is transitioning to a consumer-centric, highly digitalized business model.

Other Directorships and Associations:

Ms. Hook serves on the board of Fidelity National Information Services, Inc., a global leader in banking and payment solutions, Ping Identity Holding Corp., a pioneer in digital identity solutions and Ritchie Bros Holding Ltd., a global asset management and disposition company. Ping has announced that Ms. Hook will not be standing for reelection at its annual meeting. Her term on its board will end May 3, 2022. Nokia Corporation has announced that Ms. Hook will stand for election to its Board of Directors at its April 5, 2022 annual general meeting.

Ms. Hook served as a Director of Partners Group Holding AG, a global asset management company, from 2020 to 2021, as a Director of Unisys Corporation, a global information technology company, from 2019 to 2021, and as Senior Independent Director of RELX PLC and RELX NV, providers of information solutions, from 2006 to 2016. Previously, she served as a director of Covad Communications and Time Warner Telecom, Inc. In 2012, she was appointed by President Obama to serve on the National Security Telecommunications Advisory Committee.

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E L E C T I O N O F D I R E C T O R S

Occupation:

Retired Businessman

Committees:

Finance (Chair), Audit, Compensation and Leadership Development, and Consumer Relationships and Regulation

JUN MAKIHARA

Director Since:
2014

Age: 64

CAREER HIGHLIGHTS

Neoteny Co. Ltd., a Japanese venture incubator

•

Chairman, from 2000 until 2015.

Goldman, Sachs & Co., a multinational investment bank and financial services company, from 1981 to 2000

•

General Partner, from 1992 to 1998.

•

Co-Head Japanese Equities Group and Co-Branch Manager, from 1995 to 1998.

•

Co-Head Japanese Investment Banking Group, from 1992 to 1995.

Director Qualifications:

Mr. Makihara brings his deep experience in finance to his position as Chair of the Finance Committee. The Board also benefits from his entrepreneurial spirit and a thorough knowledge of business in Asia, which is of great importance to the Company’s business as we continue to launch new products and execute our strategic initiatives in various Asian markets.

Other Directorships and Associations:

Mr. Makihara is a director of Monex Group, Inc., a financial services company, and TradeStation Group, Inc., an online brokerage that is a wholly-owned subsidiary of Monex Group. He was previously a board member at Shinsei Bank, Ltd., a Japanese based commercial, leasing and consumer finance bank, from 2011 to 2022 and at its wholly-owned subsidiary UDC Finance Limited (Auckland NZ), the largest non-bank finance company in New Zealand from 2020 to 2022. He is a trustee of the Protestant Episcopal Cathedral Foundation in Washington, D.C. and a board member of the Japan Society in New York. He also served on the board of RHJ International S.A., a financial services company, from 2005 to 2014.

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E L E C T I O N O F D I R E C T O R S

Occupation:

Founder & Managing Partner, KalMor Advisors LLP

Committees:

Nominating and Corporate Governance (Chair), Consumer Relationships, and Regulation and Finance

KALPANA MORPARIA

Director Since:
2011

Age: 72

CAREER HIGHLIGHTS

KalMor Advisors LLP, a strategy and corporate advisory firm

•

Founder and Managing Partner, since 2021.

JPMorgan Chase & Co., a multinational investment bank and financial services holding company

•

Chairman of South and South East Asia, from March 2019 until her retirement in February 2021.

•

CEO of South and South East Asia from April 2016 until March 2019.

•

CEO of J.P. Morgan India, from 2008 to 2016.

ICICI Bank, India’s second-largest bank

•

Vice Chair of ICICI’s insurance and asset management business, from 2007 to 2008.

•

Joint Managing Director, from 2001 to 2007.

Director Qualifications:

With her strong executive leadership experience in finance, and her deep knowledge of international business, Ms. Morparia provides a keen perspective on economies in Asia, while her legal background and deep experience in highly regulated industries help her serve the Company and the Board well as Chair of the Nominating and Corporate Governance Committee.

Other Directorships and Associations:

Ms. Morparia is a director of Dr. Reddy’s Laboratories Ltd., Delhivery Limited and Hindustan Unilever Limited. Ms. Morparia also serves on the Governing Board of Bharti Foundation, the Foundation for Audit Quality and the Generation India Foundation, each of which is a not-for-profit company.

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E L E C T I O N O F D I R E C T O R S

Occupation:

Managing Partner, Midstream Partners, LLC

Lead Independent Director, Philip Morris International Inc.

Committees:

Audit (Chair and Financial Expert), Compensation and Leadership Development, Consumer Relationships and Regulation, Finance, Nominating and Corporate Governance, and Product Innovation and Regulatory Affairs

LUCIO A. NOTO

Director Since:
2008

Age: 83

CAREER HIGHLIGHTS

Midstream Partners, LLC, a company that invests in liquid natural gas projects

•

Managing Partner, since March 2001.

ExxonMobil Corporation, a multinational oil and gas corporation

•

Vice Chairman, from November 1999 to January 2001, following the merger of Exxon and Mobil Corporation.

Mobil Corporation

•

Chairman and Chief Executive Officer, Chief Financial Officer, and various other positions, from 1962 until the merger of Exxon and Mobil Corporation in 1999.

Director Qualifications:

As the former chief financial officer and chief executive officer of a large, multinational oil company, together with his past governance experience serving on the boards and audit committees of a number of major international companies, Mr. Noto brings an extensive knowledge of internal controls and risk assessment to his role as Chair of the Audit Committee and a strong “hands-on” approach as Lead Independent Director.

Other Directorships and Associations:

Mr. Noto served as a director of Penske Automotive Group, Inc. from 2001 to 2020. He also served on the boards of IBM from 1995 to 2008, Altria Group, Inc. from 1998 to 2008, Shinsei Bank from 2005 to 2008, Commercial International Bank from 2006 to 2009 and RHJ International S.A., a financial services company, from 2011 to 2015.

Occupation:

Chief Executive Officer, Philip Morris International, Inc.

Committees:

Consumer Relationships and Regulation, Finance, and Product Innovation and Regulatory Affairs

JACEK OLCZAK

Director Since:
2021

Age: 57

CAREER HIGHLIGHTS

Philip Morris International Inc.

•

Chief Executive Officer, since May 2021.

•

Chief Operating Officer, from January 2018 until May 2021.

•

Chief Financial Officer, from August 2012 until December 2017.

•

Various roles in finance and general management positions across Europe, including Managing Director of PMI’s markets in Poland and Germany, and as President of the European Union Region, from 1993 until January 2018.

Director Qualifications:

Mr. Olczak’s intellect and all-encompassing knowledge of the Company will serve the Company and the Board well. As COO, he played an instrumental role in the Company’s transformation and the superior performance of our Regions and markets. Mr. Olczak has demonstrated a strong commitment to consumer centricity, digitalized consumer engagement, and manufacturing optimization, while remaining focused on the growth of our cigarette brand portfolio and the seamless deployment of RRPs in 71 markets in cities or nationwide . Mr. Olczak’s invaluable contributions also include recently completed acquisitions of Fertin Pharma A/S and Vectura Group Plc, which will advance our further transformation into a healthcare business.

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E L E C T I O N O F D I R E C T O R S

Occupation:

Chairman, Ferring Group

Committees:

Product Innovation and Regulatory Affairs (Chair) and Finance

FREDERIK PAULSEN

Director Since:
2014

Age: 71

CAREER HIGHLIGHTS

Ferring Group, a research-driven, specialty biopharmaceutical group

•

Chairman, since 1988, having joined the company in 1976

Director Qualifications:

Dr. Paulsen’s substantial experience as head of a successful multinational biopharmaceutical group, together with his knowledge of scientific research, bring a unique perspective to the Company’s critical efforts to develop reduced-risk products.

Other Directorships and Associations:

Dr. Paulsen is a member of the board of the Pro Universitate of the Christian Albrechts University in Kiel, Germany and a trustee of the Salk Institute of Biological Research in La Jolla, California, USA.

Occupation:

Chairman, Rituals Cosmetics Enterprise B.V.
Chairman, Arica Holding B.V.
Chairman, SFMS B.V.

Committees:

Compensation and Leadership Development, Consumer Relationships and Regulation, Finance, and Nominating and Corporate Governance

ROBERT B. POLET

Director Since:
2011

Age: 66

CAREER HIGHLIGHTS

Rituals Cosmetics Enterprise B.V., a retail cosmetics company

•

Chairman

SFMS B.V., a retail consumer staples company

•

Chairman

Arica Holding B.V., parent holding company of SFMS B.V.

•

Chairman

Safilo Group S.p.A., an eyewear company

•

Chairman, from 2011 to 2017.

Gucci Group, a luxury fashion house

•

President, Chief Executive Officer and Chairman of the Management Board, from 2004 until 2011.

Unilever Group, a multinational consumer goods company

•

26 years in a variety of executive roles, including President of Unilever’s Worldwide Ice Cream and Frozen Foods division, Chairman of Unilever Malaysia, Chairman of Van den Bergh and Executive Vice President of Unilever’s European Home and Personal Care division.

Director Qualifications:

As a chief executive, Mr. Polet was responsible for managing such global luxury brands as Gucci, Bottega Veneta, Yves Saint Laurent, Boucheron, Balenciaga, Sergio Rossi, Alexander McQueen and Stella McCartney. He brings to the Board his considerable entrepreneurial business experience in the global luxury business. Furthermore, he has extensive executive experience overseeing major consumer packaged goods businesses, as well as an extensive knowledge of global markets.

Other Directorships and Associations:

Mr. Polet is a director of Safilo Group S.p.A. and the senior independent director of William Grant & Sons Ltd., a premium spirits company. Mr. Polet served as senior independent director of RELX PLC and RELX NV, providers of information solutions, from 2007 to 2016

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E L E C T I O N O F D I R E C T O R S

Occupation:

Former Group CFO and Executive Board Member, Beiersdorf AG

Committees:

Audit (Financial Expert) and Finance

DESSI TEMPERLEY

Director Since:
2021

Age: 49

CAREER HIGHLIGHTS

Beiersdorf AG, a manufacturer and retailer of personal-care products and pressure-sensitive adhesives

•

Group Chief Financial Officer and Executive Board Member, from 2018 until her retirement in April 2021.

Nestle S.A., a food & beverage company

•

Head of Investor Relations, CFO of Nestle Purina Petcare EMENA, Head of Global Planning and Performance Analysis, CFO of Nestle South East Europe Zone, Controller for CEE, and Supply Chain Controller NPPE, from April 2004 to June 2018.

Cable & Wireless plc / Cable & Wireless Russia, former telecommunications services company

•

Finance Manager—Global Capital Investments and Finance Director—Russia & CIS, from 1999 until 2004.

Director Qualifications:

Ms. Temperley is a recently retired global public company Chief Financial Officer with over 25 years of experience across a variety of sectors with several blue-chip multinationals. She has a proven track record of delivering strategic change with strong operational leadership resulting in superior financial results.

Other Directorships and Associations:

In May 2020, Ms. Temperley joined the Board of Directors of Coca-Cola Europacific Partners, a publicly held bottling company, where she also serves on the Audit Committee.
In May 2021, following retirement from her executive career, Ms. Temperley joined the board of Corbion, a public food and biochemical company, where she also serves on the Audit Committee.

In September 2021, Ms. Temperley joined the board of Cimpress, a publicly held company that invests in and operates a wide variety of businesses that use mass customization to configure and produce small quantities of individually customized goods, where she also serves on the Audit Committee.

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E L E C T I O N O F D I R E C T O R S

Occupation:

Chairman of the Board, Lumenis Ltd.

Committees:

Finance, Nominating and Corporate Governance, and Product Innovation and Regulatory Affairs

SHLOMO YANAI

Director Since:
2021

Age: 69

CAREER HIGHLIGHTS

Lumenis Ltd., a medical devices company

•

Chairman of the Board, since 2020.

Moelis & Company, an investment bank

•

Senior Advisor, since 2016.

Teva Pharmaceuticals Industries Ltd., a pharmaceutical company

•

President and Chief Executive Officer, from 2007 to 2012.

Adama Industries, a global crop protection company

•

Chief Executive Officer, from 2002 to 2006.

Director Qualifications:

Mr. Yanai’s extensive experience in the pharmaceuticals industry brings a unique perspective to the Company’s critical efforts to develop and commercialize RRPs, and to advocate for the development of science-based regulatory frameworks for the development and commercialization of such products.

Other Directorships and Associations:

Mr. Yanai is a Board member at Amneal Pharmaceuticals, Inc. Until October 2021, Mr. Yanai also served as a Director of W.R. Grace and Company, a specialty chemicals company. Mr. Yanai was also the Chairman of the Board of Makhteshim Chemical Works Ltd., Agan Chemical Manufacturers Ltd, Milenia Agro Chemicals and Aroma Fine Chemicals Ltd. Mr. Yanai has also served as either Chairman of the board or a board member of the following pharmaceutical companies: Cambrex Corp., Protalix Biotherapeutics, Inc., PDL BioPharm, Inc., Perrigo plc, and Sagent Pharmaceuticals, Inc. Mr. Yanai was also a member of the Board of Elisra Group, an electronic device company, from 2002 to 2005, and Bank Leumi, Israel’s second-largest bank, from 2004 to 2007. Mr. Yanai received Israel’s Medal of Valor in 1973, and served for 32 years with the Israeli Defense Forces in a variety of leadership roles, and retired with the rank of Major General.

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C O M P E N S A T I O N O F D I R E C T O R S

COMPENSATION OF DIRECTORS

Compensation Philosophy

Directors who are full-time employees of the Company receive no additional compensation for services as a director. The Company’s philosophy is to provide competitive compensation necessary to attract and retain high-quality non-employee directors. The Board believes that a substantial portion of director compensation should consist of equity-based compensation to assist in aligning directors’ interests with the interests of shareholders.

C O M P E N S A T I O N

At his request, Dr. Paulsen serves as a director without compensation. The compensation of all other non-employee directors is set forth in the accompanying chart.

PMI’s non-employee directors’ compensation for 2021 was set at the following levels and continues in effect for 2022:

	Annual cash retainer			$125,000
	Annual equity award			$175,000
	Interim Chairman’s cash retainer*			$100,000
	Lead Independent Director cash retainer			$35,000
	Committee Chair cash retainer			$35,000
	Committee member cash retainer			none
	Committee meeting fees			none
	Stock Options			none

Through May 5, 2021

S H A R E R E T E N T I O N R E Q U I R E M E N T

A non-employee director may not sell or otherwise dispose of PMI shares received pursuant to the annual share award (other than shares withheld from the grant to pay taxes) unless he or she continues after the disposition to own PMI shares having an aggregate value of at least five times the then-current annual cash retainer. The Company’s anti-hedging and anti-pledging policies also apply to non-employee directors (see page 50).

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C O M P E N S A T I O N O F D I R E C T O R S

The following table presents the compensation received by the non-employee directors for fiscal year 2021.

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)		All Other Compensation ($)		Total ($)
Bonin Bough		113,195		218,750(a)		0		331,945
Juan José Daboub		82,292		175,000		34,167(b)		291,459
Michel Combes		125,000		175,000		0		300,000
Werner Geissler		160,000		175,000		0		335,000
Lisa A. Hook		160,000		175,000		0		335,000
Jennifer Li(c)		55,556		0		0		55,556
Jun Makihara		160,000		175,000		0		335,000
Kalpana Morparia		160,000		175,000		0		335,000
Lucio A. Noto		256,118		175,000		0		431,118
Frederik Paulsen		0		0		0		0
Dessi Temperley		9,028		0		0		9,028
Robert B. Polet		125,000		175,000		0		300,000
Shlomo Yanai		82,292		175,000		0		257,292

(a)

Mr. Bough joined the Board in February 2021 and received a pro-rated stock award through May 5, 2021 in addition to his full 2021 annual award.

(b)

The amount in the “All Other Compensation” column for Mr. Daboub represents the imputed income to him for expenses related to an event sponsored by the Company.

(c)

Ms. Li did not stand for re-election at PMI’s Annual Meeting of Shareholders. As such, her last day of service on the Board was May 4, 2021.

Non-employee directors may also elect to defer the award of shares of common stock and all or part of the annual and Committee retainers. Deferred fee amounts are “credited” to an unfunded account and may be “invested” in nine “investment choices,” including a PMI common stock equivalent account. These “investment choices” parallel the investment options offered to employees under the PMI Deferred Profit-Sharing Plan and determine the “earnings” that are credited for bookkeeping purposes to a non-employee director’s account.

The Company reimburses non-employee directors (other than Dr. Paulsen) for their reasonable expenses incurred in attending Board of Directors, Committee and shareholder meetings, and other corporate functions, including travel, meals and lodging. Non-employee directors (other than Dr. Paulsen) also are covered by business travel and accident insurance, which the Company maintains for their benefit when they travel on Company business, as well as group life insurance.

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STOCK OWNERSHIP INFORMATION

Ownership of Equity Securities

The following table shows the number of shares of common stock beneficially owned as of March 11, 2022, by each director, nominee for director and named executive officer, and the directors, nominees for director and executive officers of the Company as a group. At March 11, 2022, the number of shares of the Company’s common stock outstanding was 1,550,082,073. Unless otherwise indicated, each of the named individuals has sole voting and investment power with respect to the shares shown. The beneficial ownership of each director, nominee for director and executive officer, and of the directors, nominees for director and executive officers as a group, is less than 1% of the outstanding shares.

	Name			Amount and Nature of Beneficial Ownership(1)
	Drago Azinovic			122,597
	Emmanuel Babeau			41,740
	Bonin Bough			2,472
	André Calantzopoulos			800,300
	Michel Combes			2,943
	Juan José Daboub			1,908
	Werner Geissler			76,263
	Lisa A. Hook			9,662
	Jorge Insuasty			24,690
	Jun Makihara			22,355
	Kalpana Morparia			20,755
	Martin G. King			128,463
	Lucio A. Noto			123,688
	Jacek Olczak			251,807
	Frederik Paulsen			0
	Robert B. Polet			22,284
	Dessi Temperley			0
	Stefano Volpetti			0
	Frederic de Wilde			153,010
	Shlomo Yanai			1,839
	Group (27 persons)			2,068,528

(1)

Includes shares of deferred stock as follows: Mr. Bough, 2,471; Mr. Combes 1,909; Ms. Hook, 9,622; Mr. Makihara, 18,995; Mr. Noto, 84,110. Also includes 39,281 shares held in trust for Mr. Noto as to which he has not disclaimed beneficial ownership. Also includes 1,360 shares indirectly beneficially owned by Mr. Makihara (shares held by spouse).

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STOCK OWNERSHIP INFORMATION

In addition to the shares shown in the table above, as of March 11, 2022, those directors who participate in the Company’s director deferred fee program had the following PMI share equivalents allocated to their accounts: Mr. Makihara, 16,025 and Mr. Noto, 123,876. See “Compensation of Directors” on page 34 for a description of the deferred fee program for directors.

The following table sets forth information regarding persons or groups known to the Company to be beneficial owners of more than 5% of the outstanding common stock as of December 31, 2021.

Name and Address of Beneficial Owner	Number of Shares Beneficially Owned	Percent of Class
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355	126,627,443(1)	8.1%
BlackRock, Inc. 55 East 52nd Street New York, NY 10055	94,109,468(2)	6.0%
Capital World Investors 333 South Hope Street Los Angeles, CA 90071	80,459,730(3)	5.2%

(1)

According to a Schedule 13G/A, dated February 9, 2021, filed with the U.S. Securities and Exchange Commission on February 10, 2022, by The Vanguard Group presenting the number of shares as of December 31, 2021.

(2)

According to a Schedule 13G/A, dated February 2, 2022, filed with the U.S. Securities and Exchange Commission on February 3, 2022, by BlackRock, Inc., presenting the number of shares as of December 31, 2021.

(3)

According to a Schedule 13G/A, filed with the U.S. Securities and Exchange Commission on February 11, 2022, by Capital World Investors, presenting the number of shares as of December 31, 2021.

Delinquent Section 16(a) Reports

The Company believes that during 2021 all reports for the Company’s executive officers and directors that were required to be filed under Section 16 of the Exchange Act were filed on a timely basis, except that one report on Form 4 reporting an award of 9,785 RSUs and another award of 9,785 RSUs to Mr. Insuasty was inadvertently reported by the Company on Form 3, resulting in the Form 4 being filed late.

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C O M P E N S A T I O N D I S C U S S I O N A N D A N A L Y S I S

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

Our Compensation Discussion and Analysis outlines:

The design of our executive compensation program, and the objectives and principles upon which they are based. (See Pages 39-43)

Our 2021 performance, and the resulting decisions of the Compensation and Leadership Development Committee to reflect that performance in setting compensation for our CEO and the other named executive officers. (See Pages 44-48)

C D & A T A B L E O F C O N T E N T S

	Compensation and Leadership Development Committee					39
	Program Design, Philosophy and Objectives					39
	Target Compensation Mix					42
	2021 Company Performance and Targets					44
	Additional Compensation Policies and Processes					49
	Compensation and Leadership Development Committee Report					52
	Summary Compensation Table					53

	All Other Compensation					55
	Grants of Plan-Based Awards During 2021					57
	Outstanding Equity Awards as of December 31, 2021					59
	Stock Option Exercises and Stock Vested During 2021					61
	Pension Benefits					62
	Non-Qualified Deferred Compensation					65
	Deferred Profit-Sharing and Benefit Equalization Plan					65
	Employment Contracts, Termination of Employment and Change in Control Arrangements					65

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C O M P E N S A T I O N D I S C U S S I O N A N D A N A L Y S I S

Compensation and Leadership Development Committee

The Compensation and Leadership Development Committee consists entirely of non-management directors, all of whom our Board has determined are independent within the rules and regulations of the SEC, the meaning of independence under the listing standards of the New York Stock Exchange and our Corporate Governance Guidelines. Its responsibilities are described on page 10 above and set forth in the Compensation and Leadership Development Committee Charter, which is available on the Company’s website at www.pmi.com/who-we-are/corporategovernance/board-committees.

The members of the Committee are: Werner Geissler (Chair), Juan José Daboub, Lisa A. Hook, Jun Makihara, Lucio A. Noto, and Robert B. Polet. The Committee met five times in 2021. The Chair of the Committee, in consultation with the other members, sets meeting agendas. The Committee reports its actions and recommendations to the Board.

Program Design, Philosophy and Objectives

Our compensation and benefits program supports our business, financial, and strategic objectives. Each component of our program is designed to achieve one or more of the following objectives:

to support our ability to attract, develop and retain world-class leaders in a controversial industry;

to align the interests of executives and shareholders;

to reward performance against pre-established objectives;

to support long-term business growth, superior financial results, sustainability efforts, societal alignment and integrity of conduct;

to promote internal fairness and a disciplined assessment of performance; and

to align executive incentives
with our risk management objectives.

These objectives provide the framework for the various components of compensation and benefits to our executives and take into account the specific nature of our business. Together, these elements form an aggregate package that is intended to be appropriately competitive.

P M I 2 0 2 2 P r o x y S t a t e m e n t

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C O M P E N S A T I O N D I S C U S S I O N A N D A N A L Y S I S

The design of the overall compensation package for our executive officers encompasses the following features:

	1			A MIX OF FIXED AND “AT-RISK” COMPENSATION The higher the organizational level of the executive, the lower the fixed component of the overall compensation and benefits package.
	2			A MIX OF ANNUAL AND LONG-TERM COMPENSATION AND BENEFITS To appropriately reward the achievement of both annual and long-term goals and objectives.
	3			A MIX OF CASH AND DEFERRED EQUITY COMPENSATION That seeks to discourage actions that are solely driven by the Company’s share price at any given time to the detriment of PMI’s long-term strategic goals.
	4			AN OPTIMAL BALANCE OF EQUITY COMPENSATION Comprising both performance-based and time-based awards, without using stock options, and with significant share ownership requirements, to align the interests of executives and shareholders, while remaining mindful of the potentially dilutive nature of equity compensation on shareholder value.

In 2015, the Committee substantially revised our executive compensation program. Our shareholders have overwhelmingly supported the new compensation program, with our say-on-pay proposal receiving more than 91% approval since 2016. In 2021, our shareholders approved our say-on-pay proposal by a vote of 91.11%. Our 2017 Performance Incentive Plan was also approved by a vote of 96.18%. Based on this support and its own satisfaction with the current compensation program, the Committee determined not to make any substantial modifications to the program in 2022, other than to further reflect the Company’s commitment to having sustainability at the core of its corporate strategy by introducing a sustainability index as one of our performance metrics under equity awards.

The Committee reviews data from the local market and our Peer Group (see page 49), but does not target total direct compensation at a specific percentile of the market. Instead, the Committee sets total direct compensation at levels that it believes necessary to attract and retain talented executives in a controversial industry, and remain competitive with other consumer product companies.

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D e l i v e r i n g a S m o k e - F r e e F u t u r e

	Proxy Summary					2
	Board Operations and Governance					5
	Board Responsibility and Meetings					5
	Governance Guidelines, Policies and Codes					6
	Leadership Structure					6
	Committees of the Board					8
	Board Risk Oversight					14
	Communications with the Board					15
	Strong Governance Practices					15
	Election of Directors					17
	Process for Nominating Directors					17
	Recommendations of the Board; Director Attributes, Diversity, Refreshment and Tenure					18
	Independence of Nominees					19
	Majority Vote Standard in Uncontested Elections					19
	Director Nominees					20
	Compensation of Directors					34
	Stock Ownership Information					36
	Ownership of Equity Securities					36
	Delinquent Section 16(a) Reports					37
	Compensation Discussion and Analysis					38
	Executive Summary					38
	Additional Compensation Policies and Processes					49
	Compensation and Leadership Development Committee Report					52