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Philip Morris (PM) details salary and equity package for new Group CFO

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8-K/A

Rhea-AI Filing Summary

Philip Morris International Inc. filed an amended report to detail the compensation arrangements for incoming Group Chief Financial Officer Massimo Andolina, effective August 1, 2026. Under a new Employment Agreement with a PMI subsidiary, his annual base salary will be CHF 1,050,010, or $1,324,483 based on a June 15, 2026 exchange rate.

He will remain eligible for the company’s annual cash incentive program with a target of 125% of base salary and for long-term equity awards targeted at 275% of base salary, split into performance share units (60%) and restricted share units (40%). The new Employment Agreement replaces prior arrangements.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Base salary CHF 1,050,010 Annual base salary for Group CFO effective August 1, 2026
Base salary (USD equivalent) $1,324,483 Converted from CHF at 1.00 = $1.2614 on June 15, 2026
Annual cash incentive target 125% of base salary Target IC award for Group CFO
Equity award target 275% of base salary Target long-term equity award level
Equity mix - performance share units 60% of equity award Portion of long-term equity in performance share units
Equity mix - restricted share units 40% of equity award Portion of long-term equity in restricted share units
FX rate CHF 1.00 = $1.2614 Conversion rate on June 15, 2026 used for salary translation
Employment Agreement financial
"entered into, an Employment Agreement with PMI Management Sàrl"
annual cash incentive compensation financial
"eligible to participate in the Company’s annual cash incentive compensation"
long-term equity programs financial
"eligible to participate in the Company’s annual cash incentive compensation and long-term equity programs"
performance share units financial
"consisting of performance share units (60%) and restricted share units (40%)"
Performance share units are a type of company stock award given to employees that depend on the company meeting specific goals or targets. If these goals are achieved, the employee receives shares or the value of shares; if not, they may receive little or no compensation. This aligns employees’ interests with the company's success and encourages performance that benefits investors.
restricted share units financial
"consisting of performance share units (60%) and restricted share units (40%)"
Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.

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FAQ

What change in leadership does Philip Morris International (PM) describe in this 8-K/A?
Philip Morris International describes that Massimo Andolina, currently President, Europe Region, will become Group Chief Financial Officer effective August 1, 2026. This amendment focuses on detailing his new employment and compensation arrangements with a PMI subsidiary following the earlier disclosure of his appointment.

What is the new base salary for Philip Morris International’s incoming CFO Massimo Andolina?
Massimo Andolina’s annual base salary will be CHF 1,050,010, equivalent to $1,324,483 using a June 15, 2026 exchange rate. This figure is set in his Employment Agreement with PMI Management Sàrl and becomes effective when he assumes the Group CFO role.

How is the annual cash incentive structured for Philip Morris International (PM) CFO Massimo Andolina?
Massimo Andolina’s annual cash incentive target is 125% of base salary under the company’s IC program. This percentage applies to his new CHF 1,050,010 base salary and continues the incentive structure he had before his promotion to Group Chief Financial Officer.

What long-term equity awards will Philip Morris International’s new CFO be eligible for?
The new CFO will be eligible for long-term equity awards targeted at 275% of base salary. These awards will consist of 60% performance share units and 40% restricted share units, maintaining his prior equity mix under the company’s long-term equity program.

Which subsidiary of Philip Morris International signed the Employment Agreement with Massimo Andolina?
The Employment Agreement was signed between Massimo Andolina and PMI Management Sàrl, an indirect wholly owned subsidiary of Philip Morris International. This agreement governs his continued employment and compensation as he transitions into the Group Chief Financial Officer role.

Does the new Employment Agreement for Philip Morris International’s CFO replace prior arrangements?
Yes, the Employment Agreement for the incoming CFO contains the entire agreement between the parties and supersedes all prior employment agreements. The filing notes that this new contract fully replaces earlier arrangements governing Massimo Andolina’s employment with the company.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM 8-K/A
(Amendment No. 1)



CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 18, 2026



Philip Morris International Inc.
(Exact name of registrant as specified in its charter)

Virginia
1-33708
13-3435103
(State or other jurisdiction
of incorporation)
(Commission File Number)
(I.R.S. Employer
Identification No.)

677 Washington Blvd, Ste. 1100StamfordConnecticut06901
(Address of principal executive offices)(Zip Code)


Registrant's telephone number, including area code: (203) 905-2410
(Former name or former address, if changed since last report.)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, no par valuePMNew York Stock Exchange
0.125% Notes due 2026PM26BNew York Stock Exchange
3.125% Notes due 2027PM27New York Stock Exchange
3.125% Notes due 2028PM28New York Stock Exchange
2.875% Notes due 2029PM29New York Stock Exchange
3.375% Notes due 2029PM29ANew York Stock Exchange
2.750% Notes due 2029PM29DNew York Stock Exchange
3.750% Notes due 2031PM31BNew York Stock Exchange
0.800% Notes due 2031PM31New York Stock Exchange
3.250% Notes due 2032PM32New York Stock Exchange
3.125% Notes due 2033PM33New York Stock Exchange
2.000% Notes due 2036PM36New York Stock Exchange
1.875% Notes due 2037PM37ANew York Stock Exchange
6.375% Notes due 2038PM38New York Stock Exchange
1.450% Notes due 2039PM39New York Stock Exchange
4.375% Notes due 2041PM41New York Stock Exchange
4.500% Notes due 2042PM42New York Stock Exchange
3.875% Notes due 2042PM42ANew York Stock Exchange
4.125% Notes due 2043PM43New York Stock Exchange
4.875% Notes due 2043PM43ANew York Stock Exchange
4.250% Notes due 2044PM44New York Stock Exchange











Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
                                                
         Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐



Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 20, 2026, the Board of Directors (the “Board”) of Philip Morris International Inc. (the “Company”) approved the appointment of Massimo Andolina, the Company’s current President, Europe Region, to the position of Group Chief Financial Officer, replacing Emmanuel Babeau, effective August 1, 2026. The Company is filing this Amendment No. 1 to provide information regarding Mr. Andolina's compensation arrangements that were entered into after such Current Report was filed.

On June 11, 2026 the Board approved, and on June 15, 2026 Mr. Andolina entered into, an Employment Agreement with PMI Management Sàrl, an indirect wholly-owned subsidiary of the Company, effective August 1, 2026 (the “Employment Agreement”), setting forth the terms of his continued employment and compensation. Under the terms of the Employment Agreement, Mr. Andolina’s annual base salary will increase to CHF 1,050,010 (or $ 1,324,483)1. He will continue to be eligible to participate in the Company’s annual cash incentive compensation (“IC”) and long-term equity programs. His IC and equity award targets and mix will remain unchanged: his IC award target will be 125% of base salary, and he will be eligible for an equity award with a target of 275% of base salary, consisting of performance share units (60%) and restricted share units (40%). The Employment Agreement contains the entire agreement of the parties and supersedes and replaces all prior employment agreements. The foregoing description of the terms of the Employment Agreement is not complete and is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
___________________
1 Based upon the conversion rate on June 15, 2026 of CHF 1.00 = $ 1.2614


Item 9.01.Financial Statements and Exhibits.
(d)Exhibits.

10.1
Employment Agreement with Massimo Andolina, effective August 1, 2026 (incorporated by reference to Item 5.02).

104Cover Page Interactive Data File (formatted in Inline XBRL).


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PHILIP MORRIS INTERNATIONAL INC.
By:/s/ DARLENE QUASHIE HENRY
Name:Darlene Quashie Henry
Title:Vice President, Associate General Counsel & Corporate Secretary
Date: June 16, 2026


Source: View Original Filing on SEC EDGAR

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