Philip Morris International Inc. PM

27% shingled-prose overlap between the two filings.

2025: 68,841 chars · 2026: 63,638 chars

• Committee Report:85% overlap (1,025 → 1,057 chars)
• Pay Ratio (Item 402(u)):35% overlap (3,018 → 4,773 chars)

• newCompensation Discussion and Analysis
• changed​Our Compensation Discussion and Analysis outlines:1. outlines:1.
• changedblacklining:none;The design of our executive compensation program, and the objectives and principles upon which they are based (see pages 35-37).2. based.
• changedblacklining:none;Our performance, and the resulting decisions of the Compensation and Leadership Development Committee to reflect that performance in setting compensation for our Group CEO PMI and the other NEOs (see pages 38-48). NEOs.
• newCompensation and Leadership Development Committee 34Program Design, Philosophy and Objectives 35Target Compensation Mix and 2025 Compensation 38Company Performance and Targets 41Additional Compensation Policies and Processes 50Compensation and Leadership Development Committee Report 53
• newCompensation and Leadership Development Committee
• changedCompensationandLeadershipDevelopmentCommitteeThe Compensation and Leadership Development Committee (hereinafter, the “Compensation Committee”) Committee”orthe“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 (“NYSE”) and our Corporate Governance Guidelines.
• changedThe members of the Compensation Committee were Werner Geissler (Chair), JuanJoséDaboub,Lisa A.
• changedThe Compensation Committee met 5 times in 2025. 2024.
• changedThe Chair of the Compensation Committee, in consultation with the other members, sets meeting agendas.
• changedThe Compensation Committee reports its actions and recommendations to the Board.
• new34 DELIVERING A SMOKE-FREE FUTURE
• newCOMPENSATION DISCUSSION AND ANALYSIS
• newATTRACT, MOTIVATE AND RETAIN WORLD-CLASS LEADERS — by setting our compensation and benefits program at a competitive level to support our ability to develop leaders and bring external talent when needed.ALIGN INTERESTS OF OUR EXECUTIVES AND SHAREHOLDERS — by providing a significant portion of executives’ compensation package in the form of equity tied to long-term company performance and through share ownership requirements that are at levels that are amongst the highest for publicly traded companies.PAY FOR PERFORMANCE — through placing the largest part of executives’ compensation package at risk and tied to robust strategic and financial goals.ENABLE LONG-TERM BUSINESS GROWTH — with superior financial results, sustainability efforts and innovation by emphasizing long-term compensation in the mix.
• newWe hold our executives accountable on HOW the results are achieved in line with company cultural values and code of conduct.PROMOTE INTERNAL FAIRNESS AND DISCIPLINED ASSESSMENT — by emphasizing transparency and clarity of performance measures and assessment as essential components of our compensation practices across the organization.ALIGN INCENTIVES WITH RISK MANAGEMENT OBJECTIVES — discouraging executives from taking risks that could have material adverse impact on the company by emphasizing long-term compensation and having comprehensive anti-hedging, anti-pledging and clawback policies.
• newTogether, these elements form a total rewards package intended to be appropriately competitive and effective in supporting our business and human capital objectives.Historically, our shareholders overwhelmingly supported our compensation program, with our say-on-pay proposal receiving more than 91% approval every year from 2016 to 2021.
• changedWhileThe support levels in 2022 and 2023 fell to proposalwasapprovedbyavoteof70.00% and 73.95%, respectively, in2022,and 73.95%in2023,following a robust engagement campaign and implementation of actions takento address shareholder concerns, in2024our say-on-pay proposal was approved by a vote of 92.88% in 2024 and 95.38% in 2025. 92.88%.
• newWe believe these high support levels indicate that shareholders view our overall program as supporting a strong pay-for-performance culture and aligning with best practice design and administration policies.
• newShareholder Approval on Company Say-on-Pay Proposal
• newPMI 2026 PROXY STATEMENT 35
• changedIn 2025, 2024,we continued our practice of targeted shareholder engagement concerning our executive compensation program.
• changedWe reached out to sixteen of our top forty shareholders, including all tenof our top ten twentyshareholders, representing around 50% approximately42%of our total shares outstanding, to invite them to participate in calls to discuss governance matters, including our executive compensation program, programand provide feedback.
• changedIn response to our outreach, eight sevenof those shareholders, representing approximately 25% over30%of our outstanding shares, accepted the invitation and met with management.
• newA MIX OF FIXED AND “AT-RISK” COMPENSATIONThe higher the organizational level of the executive, the lower the fixed component of the overall compensation and benefits package.A MIX OF ANNUAL AND LONG-TERM COMPENSATION AND BENEFITSTo appropriately reward the achievement of both annual and long-term goals and objectives.A MIX OF CASH AND DEFERRED EQUITY COMPENSATIONThat 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.AN OPTIMAL BALANCE OF EQUITY COMPENSATIONComprising 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.
• changedThe Compensation Committee reviews data from thelocalmarketandour Peer Group (see page 50) and the local market, as needed, 53)but does not target total direct compensation at a specific percentile of the market.
• changedInstead, the Compensation Committee sets total direct compensation at levels that it believes necessary to attract and retain talented executives in the acontroversialindustry we operate in and remain market competitive. competitivewithotherconsumerproductcompanies.
• new36 DELIVERING A SMOKE-FREE FUTURE
• changedOur total direct compensation program emphasizes a pay-for-performance pay-for-performanceculture, and the one component that is fixed for a given year, base salary, constitutes the smallest portion of executive compensation for salary grades 26 and above.
• changedSee page 38 41for the target compensation mix of our NEOs in 2025. 2024.
• newComponentPurposeKey ObjectivesHow it is determinedBase SalaryFixed component of cash compensation.Intended to provide sufficient competitive base pay to attract, develop and retain world-class leaders.Reflects the scope of the executive’s role, his or her performance and market pay practices.Incentive Compensation (IC) AwardsAnnual performance-based variable cash award for meeting or exceeding performance goals pre-established by the Compensation Committee.Intended to motivate executives to meet or exceed our performance goals and strategic objectives in a given fiscal year.The Company’s IC performance rating is determined by a fixed formula that measures Company results against performance targets pre-established and pre-weighted by the Compensation Committee (see pages 41-43).
• newThe final award is determined by multiplying the executive’s base salary by the IC performance rating and by the IC target percentage for that salary grade and the executive’s individual performance rating.Equity AwardsLong-term variable equity awards contribute to all six of the Compensation Committee’s program design objectives while minimizing share dilution and protecting against excessive risk taking.Intended to motivate our executives to produce results that enhance sustainable shareholder value and strengthen the Company over the long term.Amount of each award is determined by multiplying the executive’s base salary by the target percentage for that salary grade, and then by the executive’s individual performance rating for the most recently completed year, plus or minus ten percentage points.•60% of the February 2025 award was in the form of PSUs that vest at the end of the 2025-2027 performance cycle in amounts that depend on the degree to which pre-established and pre-weighted performance goals are achieved or exceeded (see pages 44-48).•40% of the February 2025 award was in the form of RSUs that cliff vest at the end of the three-year cycle (assuming continued employment).
• newPMI 2026 PROXY STATEMENT 37
• changedTarget Compensation Mix and 2025 2024Compensation
• changedIn 2025, 2024,all of our NEOs (except the Group CEO PMI, our principal executive officer) CEO)were in salary grades 24, 25 and 26.
• changedOur Group CEO PMI is the only employee in salary grade 28, and we do not have any employees in salary grade 27.
• newMr. Andolina and Ms. Kennedy's salary grades were changed to 26 and 25, respectively, during 2025.
• newTheir 2025 equity awards are based on the equity award targets applicable to their grades before their respective salary grade changes.
• changedThe target compensation mix by salary grade for 2025 2024and for 2026 2025is shown in the following charts.
• changed2025 2024Executive Compensation Determinations
• changed2025 2024Base Salaries: The table below presents the 2025 2024base salary levels for our NEOs.
• new2025 Base Salary ($)(1)Jacek Olczak1,805,923 Emmanuel Babeau1,516,990 Massimo Andolina1,083,558 Frederic de Wilde1,203,959 Stacey Kennedy975,199
• new(1)Amounts converted to U.S. dollars using an average conversion rate for 2025 of $1.00 = 0.8306 CHF.
• changedAt its February 2025 2024meeting, the Compensation Committee reviewed the base salaries for our NEOs and determined that they that,withtheexceptionofMs.Kennedy,thebasesalariesofourNEOsremained appropriate.
• changedIn determining that RegardingMr. Olczak's base salary remained appropriate, Olczak,the Compensation Committee assessed the competitiveness of his compensation based on the reference market data and relative positioning of Mr. Olczak’s compensation versus other CEOs in our Peer Group.
• newConcurrent with the increase in his salary grade, the Compensation Committee approved a 5.9% increase in Mr. Andolina’s base salary from CHF 850,005 (or $ 1,023,363) to CHF 900,003 (or $1,083,558), effective November 1, 2025.
• newThe Compensation Committee's determination was based on an evaluation of Mr. Andolina's responsibilities and contributions to the success of the Europe Region.
• newMs. Kennedy's base salary was not increased in connection with the change in her salary grade.
• newOn October 31, 2025, the Compensation Committee approved a 25% increase in Mr. de Wilde's base salary, from CHF 1,000,008 (or $1,203,959) to CHF 1,250,002 (or $1,504,939), effective January 1, 2026.
• newThis increase was made in connection with his appointment as CEO PMI International.
• newFor 2026, the Compensation Committee determined that the base salaries of our NEOs, excluding the base salary for the Group CEO PMI, continued to be appropriate.
• newRegarding Mr. Olczak, the Compensation Committee assessed the competitiveness of his compensation based on the reference market data and relative positioning of Mr. Olczak’s compensation versus other CEOs in our Peer Group.
• newAs a result of this review, the Compensation Committee determined to increase his base salary by 6.7% from CHF 1,500,000 (or $1,805,923) to CHF 1,600,000 (or $1,926,318), effective February 1, 2026.
• new38 DELIVERING A SMOKE-FREE FUTURE
• changed2025 2024Annual Incentive Compensation Awards: In February 2025, 2024,the Compensation Committee established performance targets for the 2025 2024annual incentive compensation awards that were paid in February 2026. 2025.
• new2025 Cash IncentiveTarget as % of BaseSalary(1)2025 Actual CashIncentive Payoutas % of Base SalaryJacek Olczak200%276%Emmanuel Babeau125%158%Massimo Andolina125%173%Frederic de Wilde125%187%Stacey Kennedy100%109%
• changed(1)Possible blacklining:none;Possibleaward range is between 0% and 225% of target.
• changedAt its February 2025 2024meeting, the Compensation Committee reviewed the IC target percentages for each of the NEOs and determined that they thetargetpercentagesremained appropriate.
• changedAt its February 2026 2025meeting, the Compensation Committee approved the actual IC award payments based on the individual performance of our NEOs in 2025 2024and company performance against the IC performance targets established at the beginning of 2025. 2024.
• changedFor further details on 2025 2024company performance refer to pages 41-43. 44-46.
• newIn determining the individual component of Mr. Olczak’s 2025 IC award, the Compensation Committee assessed his performance against the CEO objectives set at the start of the year and recognized additional achievements: he advanced PMI's transformation across all five key strategic initiatives identified by the Compensation Committee (refer to page 42 for further details) and delivered strong commercial, regulatory, sustainability, and organizational results despite heightened geopolitical and regulatory complexity.
• newHe also strengthened talent development across the Company.
• newFollowing a similar process, the Group CEO PMI recommended, and the Compensation Committee approved, individual performance ratings for the other NEOs based on their performance and achievements in 2025:
• new•Mr. Babeau demonstrated strong financial leadership, driving organic growth, margin improvement, and productivity gains that enabled PMI to exceed operating cash flow targets.
• newHis disciplined capital allocation supported continued investment in ZYN, IQOS, and VEEV.
• new•Mr. de Wilde exceeded most performance targets and advanced smoke-free products across a strategically critical region.
• newHe delivered strong IQOS momentum in key low- and middle-income countries, strengthened commercial execution and brand equity, and effectively navigated regulatory volatility.
• new•Ms. Kennedy led strong U.S. performance, including 36% growth and a sustained nicotine pouch category value share above 60% for ZYN for the year.
• newShe secured the FDA's first-ever authorization for nicotine pouches, expanded manufacturing capacity, enhanced brand competitiveness, and advanced regulatory readiness for future ZYN and IQOS expansion.
• new•Mr. Andolina delivered strong commercial and smoke-free results across his region.
• newIQOS ILUMA expanded rapidly, including a notable rebound in Italy following characterizing flavor ban impacts.
• newUnder his leadership, regional HTU volumes grew nearly 10% and multicategory traction improved across IQOS, ZYN, and VEEV.
• newThe region continued to lead in operational excellence and responsible marketing.
• changedThe 2026 2025award targets for our NEOs are unchanged versus 2025 2024levels.
• newPMI 2026 PROXY STATEMENT 39
• changed2025 2024Equity Awards: The table below presents the long-term equity awards granted to our NEOs in February 2025: 2024:
• new2025-27PSUs Targetas % of Base Salary(60% of total EquityAward)(1)2025 RSUsTargetas % of Base Salary(40% of total EquityAward)(2)2025-27 PSUsActual Awardas % of Base Salary(60% of total EquityAward)2025 RSUsActual Awardas % of Base Salary(40% of total EquityAward)Jacek Olczak360%240%504%336%Emmanuel Babeau165%110%182%121%Massimo Andolina105%70%137%91%Frederic de Wilde165%110%206%138%Stacey Kennedy96%64%125%83%
• changed(1)Possible blacklining:none;Possibleaward grant range is between 0% and 150% of target; between 0% and 200% of PSUs granted may vest, depending on performance versus criteria established at the time of grant.
• changed(2)Possible blacklining:none;Possibleaward grant range is between 0% and 150% of target.
• changedIn February 2025, the Compensation Committee granted PSUs for the 2025-2027 performance cycle and RSUs with a three-year cliff vesting schedule.
• changedThe Compensation Committee based the actual award granted after an evaluation of the individual performance of our NEOs for the most recently completed fiscal year.

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