Stock Plans

12 Months Ended

Dec. 31, 2024

Share-Based Payment Arrangement [Abstract]

In 2020, our Board adopted, and shareholders approved, the Altria Group, Inc. 2020 Performance Incentive Plan (“2020 Plan”) under which we may grant stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), performance stock units (“PSUs”) and other stock-based awards, as well as cash-based annual and long-term incentive awards to our employees. Any awards granted under the 2020 Plan may be in the form of performance-based awards, including PSUs subject to the achievement or satisfaction of performance goals and performance cycles. We may issue up to 25 million shares of common stock under the 2020 Plan prior to May 31, 2025. In addition, under the 2015 Stock Compensation Plan for Non-Employee Directors (“Directors Plan”), we may grant up to one million shares of common stock to members of the Board who are not employees of Altria, provided that no awards can be made under the Directors Plan after the awards made immediately following our 2025 Annual Meeting of Shareholders.

At December 31, 2024, we had 18,507,747 and 533,843 shares available to be granted under the 2020 Plan and the Directors Plan, respectively.

▪RSUs: During the vesting period, RSUs include nonforfeitable rights to dividend equivalents and may not be sold, assigned, pledged or otherwise encumbered. RSUs are subject to forfeiture if certain employment conditions are not met. We estimate the number of awards expected to be forfeited and adjust this estimate when subsequent information indicates that the actual number of forfeitures is likely to differ from previous estimates. RSUs generally vest three years after the grant date.

We amortize to expense ratably over the restriction period, which is generally three years, the fair value of the RSUs at the date of grant, net of estimated forfeitures. We recorded pre-tax compensation expense related to RSUs for the years ended December 31, 2024, 2023 and 2022 of $50 million, $47 million and $41 million, respectively. We recorded a deferred tax benefit related to this compensation expense of $12 million, $12 million and $10 million for the years ended December 31, 2024, 2023 and 2022, respectively. The unamortized compensation expense related to RSUs was $86 million at December 31, 2024, which we expect to be recognized over a weighted-average period of approximately two years.

RSU activity was as follows:


	Number of Shares	Weighted-Average Grant Date Fair Value Per Share
Balance at December 31, 2023	3,472,801	$	46.84
Granted	1,546,213	$	43.29
Vested	(847,647)	$	44.94
Forfeited	(197,882)	$	46.74
Balance at December 31, 2024	3,973,485	$	45.87

The weighted-average grant date fair value of RSUs granted during the years ended December 31, 2024, 2023 and 2022 was $67 million, $56 million and $59 million, respectively, or $43.29, $46.38 and $49.22 per RSU, respectively. The total vesting date fair value of RSUs that vested during the years ended December 31, 2024, 2023 and 2022 was $35 million, $40 million and $29 million, respectively.

▪PSUs: We granted an aggregate of 290,980, 255,601 and 215,205 of PSUs during 2024, 2023 and 2022, respectively. The payout of the PSUs is based on the extent to which we achieve certain performance measures over the three-year performance period. Performance measures consist of our adjusted diluted earnings per share compounded annual growth rate and a cash conversion measure. Additionally, the payout resulting from the performance measures is then adjusted up or down by a total shareholder return (“TSR”) performance multiplier, which depends on our relative TSR to a predetermined peer group. PSUs are subject to forfeiture if certain employment conditions are not met. At December 31, 2024, we had 750,826 PSUs outstanding, with a weighted-average grant date fair value of $46.87 per PSU. We amortize to expense over the performance period the fair value of PSUs at the date of grant, net of estimated forfeitures. We recorded pre-tax compensation expense related to PSUs for the years ended December 31, 2024, 2023 and 2022 of $6 million, $11 million and $9 million, respectively. The unamortized compensation expense related to PSUs was $13 million at December 31, 2024.