UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.     )

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:
	Preliminary Proxy Statement
	Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(E)(2))
	Definitive Proxy Statement
	Definitive Additional Materials
	Soliciting Material under §240.14a-12

Mondelēz International, Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
	No fee required.
	Fee paid previously with preliminary materials.
	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

	2024 PROXY STATEMENT  |  1

Our largest global brands, Oreo, Milka, and Cadbury, achieved more than $10 billion in global net revenues, while at the same time, our other global brands as well as our over 100 local brands posted their strongest growth ever. We are also harnessing the power of our recent acquisitions, such as Clif Bar and Ricolino, to strengthen our presence in the global snack bar business, as well as the fast-growing Mexican chocolate and candy segments. We completed the sale of our developed market gum business for $1.4 billion – providing another important source of reinvestment to further advance our brands, talent and capabilities. 

We also continue investing in ways to empower consumers to make more mindful snacking choices that fit into healthy, active lifestyles. In 2023, more than 55% of our snacks revenue came from Mindful Portion Snacks – that is, snacks that are packaged in mindful portion serving sizes, or with clear mindful portion recommendations on the snack’s packaging. We are well on our way to reaching our goal of 100% of snacks revenue through Mindful Portion Snacks by 2025.

Achieving great execution every day, everywhere, remains one of our key passion points. Our 2023 highlights included significantly strengthening our U.S. Supply Chain and continuing to place our products in more stores, adding more than 600,000 stores to our emerging market distribution channels.

Additionally, we believe that we are making significant progress toward building a more sustainable snacking company. We continue to advance our leadership in sourcing critical ingredients more sustainably, with about 85% of the cocoa volume used in our chocolate brands sourced on a mass balance basis through Cocoa Life. Cocoa Life is our signature cocoa sourcing program that works to help support the people and communities and restore the landscapes where cocoa grows. In our efforts to combat climate change, we submitted our detailed roadmap to achieve Net Zero by 2050 to the Science-Based Targets Initiative, for which we hope to receive their endorsement in 2024. Additionally, we continued advancing our Light & Right Packaging strategy, with about 96% of our packaging designed to be recyclable. 

These are just a few highlights of our progress in 2023, which collectively strengthen our conviction that we have the right strategy, the right focus, and most importantly, the right people to achieve global snacking leadership. By continuing to double down on the attractive chocolate, biscuits and baked snacks categories; investing in our widely loved brands; focusing on operational execution and cost discipline; empowering our great talent; and advancing our sustainability strategy, I am confident that we are well-positioned to continue delivering attractive growth for years to come.

On behalf of Mondelēz International’s approximately 91,000 Makers and Bakers around the world, thank you for your investment in our Company. We look forward to continuing engagement with you as we advance our sustainable, purpose-driven global snacking leadership and strive to bring Vision 2030 to life.

Best wishes,

Dirk Van de Put

Chair and Chief Executive Officer

Mondelēz International, Inc.

	2024 PROXY STATEMENT  |  2

	2024 PROXY STATEMENT  |  3

Since our last annual meeting, we welcomed two new Members of the Board to provide the Company with additional perspective and expertise. Cees ‘t Hart joined us in July 2023, bringing more than 30 years of leadership in the food and beverage industry, including most recently serving as CEO of Carlsberg Group, a position he’d held from 2015. Before joining Carlsberg, Mr. ‘t Hart was CEO of Royal FrieslandCampina, and earlier held numerous positions within Unilever across Eastern and Western Europe, as well as Asia. He currently serves as Chairman of KLM’s Supervisory Board and sits on the Board of AirFranceKLM. 

On February 1, 2024, we appointed Brian McNamara to the Board of Directors. Mr. McNamara has served as Chief Executive Officer of Haleon plc, formerly GSK Consumer Healthcare, since May 2022, and previously led GSK’s Consumer Healthcare business. Before joining GSK in 2015, Mr. McNamara held a variety of senior leadership positions for several global consumer products companies, including Novartis AG and The Procter & Gamble Company. He currently sits on Haleon’s Board of Directors, as well as the Board of Directors of CGF.

After serving for more than 11 years as director, Lewis Booth will not stand for election at this year’s annual meeting. We thank him for his valuable insights, perspectives and contributions. We are pleased that Paula Price will stand for election at our Annual Meeting. Ms. Price will bring our Company broad expertise in finance and consumer products, with previous roles including Executive Vice President and Chief Financial Officer of omni-channel retailer Macy’s, Inc., and Executive Vice President and Chief Financial Officer of grocery retailer Ahold USA. She also has served as a full-time senior lecturer at Harvard Business School’s accounting and management unit, and earlier held senior management positions at CVS Caremark, JPMorgan Chase, Diageo and Kraft Foods. Her corporate governance experience includes roles on the Boards of Accenture plc, Bristol-Myers Squibb and Warner Bros. Discovery, Inc.

As Mondelēz International continues to execute its strategy, the Board is well-equipped to create long-term value for our shareholders. Our 11 director nominees collectively bring a myriad of professional and life experiences and skill sets to the Board, and they include four women and represent several national origins. One director nominee self-identifies as Asian, three director nominees self-identify as Black, and seven self-identify as white.

We recognize that as shareholders in Mondelēz International, you are placing your trust in the Board of Directors, the management team and the Company. We value your investment, and we are committed to meeting your expectations of delivering long-term, sustainable value.

On behalf of the Board of Directors, thank you for your investment in Mondelēz International as we continue striving to become the global snacking leader. To learn more about the Board, as well as our governance approach, policies and oversight role, please consult this proxy statement and visit our website at www.mondelezinternational.com.

Please review this proxy statement and annual report in full. We recommend that you vote in accordance with our recommendations to advance the Company’s long-term growth and success.

Sincerely,

Patrick T. Siewert
Independent Lead Director
Mondelēz International, Inc.

	2024 PROXY STATEMENT  |  4

	2024 PROXY STATEMENT  |  5

As part of the registration process, you must enter the control number located on your proxy card, voting instruction form, or Notice of Internet Availability. If you are a beneficial owner of shares registered in the name of a broker, bank, or other nominee, you will also need to provide the registered name on your account and the name of your broker, bank, or other nominee as part of the registration process.

On the day of the Annual Meeting, May 22, 2024, stockholders may begin to log in to the virtual Annual Meeting 15 minutes prior to the Annual Meeting. The Annual Meeting will begin promptly at 9:00 a.m. CDT. 

Should you encounter any difficulties accessing the virtual Annual Meeting platform, including any difficulties voting or submitting questions, we will have technicians ready to assist you. You may call the technical support number that will be posted in your instructional email. 

A recording of the Annual Meeting will be available following the meeting in the investor relations section of our website at www.mondelezinternational.com.

On behalf of our Board of Directors, management and employees, thank you for your continued support.

Laura Stein

Executive Vice President, Corporate and Legal Affairs,
General Counsel & Corporate Secretary
April 5, 2024

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 22, 2024

Mondelēz International, Inc.’s Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2023, are available at www.proxydocs.com/MDLZ.

	2024 PROXY STATEMENT  |  6

	2024 PROXY STATEMENT  |  7

	2024 PROXY STATEMENT  |  8

PROXY STATEMENT SUMMARY

 

This summary highlights select information contained elsewhere in this Proxy Statement. You should read the entire Proxy Statement carefully and consider all available information before voting. For more complete information regarding the Company’s 2023 performance, please see our Annual Report on Form 10-K for the year ended December 31, 2023. 

 

2024 ANNUAL MEETING OF SHAREHOLDERS

 

9:00 a.m. CDT on Wednesday, May 22, 2024.	The Annual Meeting will be a virtual meeting of shareholders conducted via webcast.	Record Date March 13, 2024.	Each outstanding share of Class A Common Stock (“Common Stock”) is entitled to one vote on each matter to be voted upon at the Annual Meeting.	Shareholders must register to attend the meeting, vote and submit questions by visiting www.proxydocs.com/MDLZ and using the control number shown on their Notice of Internet Availability of Proxy Materials, Proxy Card or VIF.

 

HOW TO VOTE IN ADVANCE OF THE MEETING

 

Even if you plan to attend the Annual Meeting, please vote in advance. If you are voting via the Internet, with your mobile device or by telephone, be sure to have your Proxy Card or VIF in hand and follow the instructions. You can vote in advance of the meeting any of four ways:

 

VIA THE INTERNET Visit the website listed on your Notice of Internet Availability of Proxy Materials, Proxy Card or VIF.	WITH YOUR MOBILE DEVICE Scan the QR barcode on your Notice of Internet Availability of Proxy Materials, Proxy Card or VIF.	BY TELEPHONE Call the telephone number on your Notice of Internet Availability of Proxy Materials, Proxy Card or VIF.	BY MAIL If you received paper copies of your Proxy Materials, mark, sign, date and return the Proxy Card in the envelope provided.

	2024 PROXY STATEMENT  |  9

ITEMS OF BUSINESS

Item		Voting Choices	Board’s Voting Recommendation	More Information
Company Proposals:
Item 1.	Election of 11 director nominees named in the Proxy Statement	With respect to each nominee: For Against Abstain	FOR All Nominees	Page 17
Item 2.	Advisory vote to approve executive compensation	For Against Abstain	FOR	Page 103
Item 3.	Performance Incentive Plan approval	For Against Abstain	FOR	Page 104
Item 4.	Ratification of the selection of PricewaterhouseCoopers LLP as independent registered public accountants for the fiscal year ending December 31, 2024	For Against Abstain	FOR	Page 112
Shareholder Proposals:
Item 5.	Audit Committee subcommittee study on Company affiliations	For Against Abstain	AGAINST	Page 115
Item 6.	Require independent chair of the board	For Against Abstain	AGAINST	Page 118
Item 7.	Adopt targets and publicly report quantitative metrics to eradicate child labor from cocoa supply chain	For Against Abstain	AGAINST	Page 121
Item 8.	Third-party report assessing effectiveness of implementation of human rights policy	For Against Abstain	AGAINST	Page 125
Transact any other business properly presented at the meeting.

	2024 PROXY STATEMENT  |  10

ABOUT MONDELĒZ INTERNATIONAL

Mondelēz International empowers people to snack right around the world. With global net revenues of $36.0 billion in 2023, we are leading the future of snacking with iconic global and local brands such as Oreo, Ritz, LU, CLIF Bar and Tate’s Bake Shop biscuits and baked snacks, as well as Cadbury Dairy Milk, Milka and Toblerone chocolate. Our mission is to provide the right snack, for the right moment, made the right way.

DIRECTOR NOMINEES

ELECTION OF DIRECTORS – NOMINEES

The Board nominated each of the ten incumbent directors listed here as well as one new director nominee: Paula A. Price, former Executive Vice President and Chief Financial Officer of Macy’s, Inc. Ms. Price will bring to the Board a wealth of expertise pertaining to finance, business development and operational strategy. Mr. Booth is not standing for re-election in accordance with the Company’s mandatory retirement policy for directors and will retire at the annual meeting. Directors are elected for a term of one year. Additional information about the director nominees is provided under “Director Nominees for Election at the Annual Meeting” on page 22. 

We Value the Diversity of our Director Nominees

	2024 PROXY STATEMENT  |  11

Director Nominees at a Glance

	2024 PROXY STATEMENT  |  12

OUR GOVERNANCE FRAMEWORK

OUR STRONG CORPORATE GOVERNANCE FRAMEWORK PROMOTES THE LONG-TERM INTERESTS OF SHAREHOLDERS, ACCOUNTABILITY AND TRUST IN THE COMPANY

Our governance practices and policies enhance the effectiveness and accountability of our Board and promote the Company’s long-term success. Key aspects of our corporate governance framework are highlighted below. You can find additional detail under “Corporate Governance” beginning on page 33, “Compensation Governance” on page 78, and “2024 Annual Meeting of Shareholders” on page 9.

	2024 PROXY STATEMENT  |  13

	2024 PROXY STATEMENT  |  14

EXECUTIVE COMPENSATION

OVERVIEW OF PAY ELEMENTS

This table describes the primary elements and outcomes of the 2023 executive compensation program for our Named Executive Officers (“NEOs”), reflecting the philosophy of our People and Compensation Committee (the “PCC”) to set challenging but attainable targets to reward performance.

2023 COMPENSATION PROGRAM DESIGN CHANGES

We did not make material changes to our 2023 design relative to our design in 2022. Our program remains aligned with our business strategy and reflects the strength of ongoing shareholder feedback.

	2024 PROXY STATEMENT  |  15

TOTAL TARGET COMPENSATION MIX

The People and Compensation Committee places significant focus on performance-based compensation, which is provided in the form of an annual performance incentive under the Annual Incentive Plan and stock options and Performance Share Units under the Long-Term Incentive Plan. Our focus on performance-based compensation rewards strong Company financial and operating performance and aligns the interests of our NEOs with those of our shareholders. 

Below we show the 2023 total target compensation mix for our CEO and, on average, our other NEOs. This compensation mix includes base pay, target annual incentive and long-term incentive grants. A significant portion of compensation for both the CEO and the other NEOs is at risk/variable pay.

2023 Target Compensation

	2024 PROXY STATEMENT  |  16

	2024 PROXY STATEMENT  |  17

This year, the Board is nominating ten incumbent directors and one new director nominee, Paula A. Price, former Executive Vice President and Chief Financial Officer of Macy’s, Inc. Ms. Price will bring to the Board a wealth of expertise pertaining to finance, business development and operational strategy. Mr. Booth is not standing for re-election in accordance with the Company’s mandatory retirement policy for directors and will retire at the Annual Meeting, and the Board thanks him for his valuable service.  

BOARD COMPOSITION: DIRECTOR QUALIFICATIONS, KNOWLEDGE AND EXPERIENCE

Based upon its discussions with the Board, the Governance Committee has identified seven key director competencies that are desirable in order for the Board to fulfill its current and future obligations.

	2024 PROXY STATEMENT  |  18

DIRECTOR SKILLS

Director Nominee Skills & Experience

Industry Experience

Significant Operating Experience

Leadership Experience

Substantial Global Business and Other International Experience

Accounting and Financial Expertise

Product Research, Development and Marketing Experience

Public Company Board and Corporate Governance Experience

INDIVIDUAL DIRECTOR SELF-ASSESSMENTS AND CONSIDERATIONS FOR RENOMINATION OF INCUMBENT DIRECTORS

The Board does not believe that directors should expect to be automatically renominated. Therefore, annual Board and director self-assessments are important determinants in a director’s renomination and tenure. 

The Governance Committee coordinates annual Board, committee and director self-assessments. The assessment process includes one-on-one discussions between each director and the independent Lead Director. All incumbent director nominees complete questionnaires annually to update and confirm their background, qualifications and skills, and to identify any potential conflicts of interest. The Governance Committee assesses the experience, qualifications, attributes, skills, diversity and contributions of each director. In coordination with the independent Lead Director, the Governance Committee also considers each individual in the context of the Board’s composition as a whole, with the objective of recruiting and recommending a slate of director nominees who can best sustain the Company’s success and represent shareholders’ interests by exercising sound judgment and informed decision-making.

The Board expects that a director’s other commitments will not interfere with his or her duties as a Company director.

	2024 PROXY STATEMENT  |  19

The Governance Committee and the Board take into account the nature and extent of a director’s other commitments when determining whether to nominate that individual for election or re-election. Under the Company’s Corporate Governance Guidelines, directors should not serve on more than three public company boards in addition to the Company’s Board (for a total of four public company boards), and a Board member who also serves as CEO (or equivalent position) at another public company should not serve on more than two public company boards in addition to the Company’s Board (for a total of three public company boards). 

BOARD REFRESHMENT THROUGH DIRECTOR TENURE AND AGE LIMITS

The Board believes the optimal Board composition has a balance of tenured members with in-depth knowledge of the Company’s business and operations and newer members who bring fresh perspectives. To that end, our Guidelines provide that non-employee directors have a term limit of 15 years and will not be nominated for re-election to the Board after they turn 75. 

In addition, as noted above, the Board’s annual self-assessment process includes director self-assessments and discussions between the independent Lead Director and each director, in coordination with the Governance Committee, regarding the director’s strengths and opportunities to enhance contributions.

The current Board composition reflects the Board’s commitment to ongoing refreshment, with five new directors joining the Board in the last three years. 

THE BOARD SEEKS AND VALUES DIVERSITY

The Board values diversity, equity and inclusion (“DE&I”), and the Board’s diversity is an important aspect of the director recruitment and nomination process. When assembling the pool of candidates from which directors are selected, the Governance Committee considers criteria including gender, race, ethnicity, national origin and geographic location, as diversity in those characteristics promotes a breadth of views, knowledge, experience and background that contributes to more informed and effective decision-making. The Guidelines state that as part of the search process for each new director, the Governance Committee must actively seek out (and instruct any search firm it engages to seek out) women and minority candidates to include in the pool from which director nominees are chosen. As part of its annual assessment of the Board’s composition, the Governance Committee also evaluates the effectiveness of the Board’s efforts to promote diversity. The ultimate selection of directors from the candidate pool depends on a variety of factors, which are discussed under “How We Build an Experienced and Qualified Board” on page 17 and “Board Composition: Director Qualifications, Knowledge and Experience” on page 18.

The Board also embraces and encourages the Company’s DE&I culture. The Board is a signatory to the Board Diversity Action Alliance (the “Alliance”), which seeks to increase the representation of racially and ethnically diverse leaders on boards of corporations, beginning with Black directors. The Alliance is also accelerating change through enhanced disclosure of directors’ race and ethnicity and annual reporting of progress on DE&I. Twice per year, the Board reviews the Company’s DE&I strategy, stakeholder interests, risks and progress with our SVP, Chief Global Diversity & Inclusion Officer. 

The Board’s directors bring a diversity of gender, race, national original, thought and global experiences that promotes informed decision-making. Our director nominees include four women, vary in age from 57 to 74, represent several national origins and collectively bring a range of professional and life experiences to the Board’s work. One self-identifies as Asian, three self-identify as Black and seven self-identify as white.

	2024 PROXY STATEMENT  |  20

SHAREHOLDER RECOMMENDATIONS FOR DIRECTOR CANDIDATES

The Governance Committee will consider recommendations for director candidates submitted by shareholders. Shareholders should submit the proposed candidate’s name along with the same information required for a shareholder to nominate a candidate for election to the Board at an annual meeting. Recommendations should be sent to our Corporate Secretary in the manner set forth in the advance notice provisions of our Amended and Restated By-Laws (“By-Laws”). 

The Governance Committee evaluates director candidates recommended by shareholders using the same criteria as it uses to evaluate candidates from other sources. Following the evaluation process, the Governance Committee makes a recommendation to the Board regarding the candidate’s appointment or nomination for election to the Board, and the Board considers whether to appoint or nominate the candidate. Shareholders who nominate prospective candidates will be advised of the Board’s decision.

SHAREHOLDERS ELECT DIRECTORS ANNUALLY

Directors are elected annually by a majority of votes cast if the election is uncontested. The terms of all directors elected at the Annual Meeting are scheduled to end at the 2025 Annual Meeting of Shareholders or when a director’s successor has been duly elected and qualified. 

The Board nominated for election at the Annual Meeting, the 11 individuals introduced below. Mr. ‘t Hart and Mr. McNamara, who were appointed to the Board in July 2023 and February 2024 respectively, and Ms. Price, a director nominee, were recommended for consideration by Russell Reynolds Associates, an international executive search firm retained to assist in the identification and assessment of potential director candidates. Shareholders most recently elected nine incumbent directors to one-year terms at the 2023 Annual Meeting of Shareholders. Mr. Booth is not standing for re-election in accordance with the Company’s mandatory retirement policy for directors and will retire at the Annual Meeting. 

Each director nominee consented to being nominated for election to the Board and to serving on the Board, if elected. If a director nominee should become unavailable to serve as a director, the individuals named as proxies intend to vote the shares for a replacement director nominee designated by the Board. In lieu of naming a substitute, the Board may reduce the number of directors on the Board. 

	2024 PROXY STATEMENT  |  21

DIRECTOR NOMINEES FOR ELECTION AT THE ANNUAL MEETING

THE BOARD RECOMMENDS SHAREHOLDERS VOTE FOR THE ELECTION OF EACH OF THE ELEVEN DIRECTOR NOMINEES INTRODUCED BELOW.

The following information regarding each director nominee is as of March 13, 2024, unless otherwise noted. 

	Cees ‘t Hart Former Chief Executive Officer, Carlsberg Group   INDEPENDENT	DIRECTOR SINCE: July 2023 White/Male Age: 65	DIRECTOR SKILLS:	BOARD COMMITTEES: •  Audit •  Finance
PROFESSIONAL BACKGROUND: Mr. ‘t Hart served as Chief Executive Officer of Carlsberg Group, a brewing company, from 2015 to August 2023. Prior to joining Carlsberg, Mr. ‘t Hart was CEO of the Dutch dairy company Royal FrieslandCampina, a position which he had held since 2008. Prior to Royal FrieslandCampina, he spent 25 years with Unilever, holding positions across Eastern and Western Europe, and Asia. His last position at Unilever was as a member of the Europe Executive Board.
DIRECTOR QUALIFICATIONS: • During his 38-year career, Mr. ‘t Hart has gained valuable experience in executive leadership, operations management, cost management and strategic planning. • Mr. ‘t Hart was the main architect behind Carlsberg’s strategic move into Asian markets, the prioritizing price over volume initiative and the restoration of robust sales in its Eastern Europe brewing business. • Mr. ‘t Hart has extensive public company board and global corporate governance experience. He is a member of the Supervisory Board of Randstad, chairman of the Supervisory Board of KLM and a member of the Board of AFKLM.

INDUSTRY EXPERIENCE

SIGNIFICANT OPERATING EXPERIENCE

LEADERSHIP EXPERIENCE

SUBSTANTIAL GLOBAL BUSINESS AND OTHER INTERNATIONAL EXPERIENCE

ACCOUNTING AND FINANCIAL EXPERTISE

PRODUCT RESEARCH, DEVELOPMENT AND MARKETING EXPERIENCE

PUBLIC COMPANY BOARD AND CORPORATE GOVERNANCE EXPERIENCE

2024 PROXY STATEMENT  |  22

	Charles E. Bunch Retired Executive Chairman, PPG Industries, Inc.   INDEPENDENT	DIRECTOR SINCE: September 2016 White/Male Age 74	DIRECTOR SKILLS:	BOARD COMMITTEES: •  Governance (Chair) •  People and Compensation
PROFESSIONAL BACKGROUND: Mr. Bunch served as Executive Chairman of PPG Industries, Inc., a manufacturer and distributor of a broad range of coatings, specialty materials and glass products, from September 2015 until his retirement in August 2016. He served as Chairman, President and Chief Executive Officer of PPG from 2005 until 2015; President and Chief Executive Officer from March 2005 until July 2005; President and Chief Operating Officer from 2002 until 2005; Executive Vice President, Coatings from 2000 to 2002; and Senior Vice President, Strategic Planning and Corporate Services from 1997 to 2000. He joined PPG in 1979 and held various positions in finance and planning, marketing and general management in the United States and Europe.
DIRECTOR QUALIFICATIONS: • During his 37-year career at PPG, Mr. Bunch gained valuable experience in executive leadership, operations management, cost management, risk management and strategic planning. Mr. Bunch is a former director and chairman of the Federal Reserve Bank of Cleveland, which gives him a deep understanding of the U.S. economy and corporate finance. He also is a former director and chairman of the National Association of Manufacturers. • Under Mr. Bunch’s leadership, PPG accelerated its business transformation, becoming the world’s leading paints and coatings company through strategic actions that focused its business portfolio and expanded and strengthened its international presence. During his tenure as Chairman and Chief Executive Officer, PPG made more than 30 acquisitions and delivered strong growth and record financial performance. • Mr. Bunch has extensive public company board and corporate governance experience. He is a director of Marathon Petroleum Corporation and a former director of ConocoPhillips, H.J. Heinz Company, PPG and The PNC Financial Services Group, Inc.

INDUSTRY EXPERIENCE

SIGNIFICANT OPERATING EXPERIENCE

LEADERSHIP EXPERIENCE

SUBSTANTIAL GLOBAL BUSINESS AND OTHER INTERNATIONAL EXPERIENCE

ACCOUNTING AND FINANCIAL EXPERTISE

PRODUCT RESEARCH, DEVELOPMENT AND MARKETING EXPERIENCE

PUBLIC COMPANY BOARD AND CORPORATE GOVERNANCE EXPERIENCE

2024 PROXY STATEMENT  |  23

	Ertharin Cousin Founder, President and Chief Executive Officer, Food Systems for the Future Institute   INDEPENDENT	DIRECTOR SINCE: January 2022 Black/Female Age 66	DIRECTOR SKILLS:	BOARD COMMITTEES: •  Governance •  People and Compensation
PROFESSIONAL BACKGROUND: Since September 2019, Ms. Cousin has served as Founder, President and Chief Executive Officer of Food Systems for the Future Institute, a non-profit organization to catalyze, enable and scale market-driven agtech, foodtech and food innovations, and also as Visiting Scholar, Spogli Institute for the Study of International Relations, Center for Food and Environment at Stanford University. She has served as Distinguished Fellow of The Chicago Council on Global Affairs, a global affairs think tank, since 2017. Ms. Cousin previously served as Payne Distinguished Lecturer and Visiting Fellow at Stanford University’s Spogli Institute from 2017 to 2019. From 2012 to 2017, Ms. Cousin served as Executive Director of the United Nations World Food Programme, the food-assistance branch of the United Nations. She was Ambassador and Permanent Representative to the United Nations Food and Agriculture Agencies on behalf of the U.S. Department of State from 2009 to 2012.    Ms. Cousin previously served in a variety of executive roles between 1987 and 2009, including Founding President and Chief Executive Officer of The Polk Street Group, a management services company; Executive Vice President and Chief Operating Officer of America’s Second Harvest; Senior Vice President, Public Affairs for Albertsons Companies; White House Liaison and Special Advisor to the Secretary for the 2016 Olympics for the U.S. Department of State; and Assistant Attorney General for The State of Illinois.
DIRECTOR QUALIFICATIONS: • Ms. Cousin has more than 40 years of national and international non-profit, government and corporate leadership experience, including leading the world’s largest humanitarian organization, the United Nations World Food Program, in Rome.  • As U.S. Ambassador to the U.N. Agencies for Food and Agriculture in Rome, she represented U.S. interests in global leader discussions regarding humanitarian and development activities, and she served as the U.S. Representative for all food, agriculture and nutrition-related issues.  • As Executive Vice President and Chief Operating Officer, Ms. Cousin led the national operations of the largest U.S. hunger relief organization, America’s Second Harvest (now Feeding America). She also has corporate leadership experience from serving as a member of Albertsons Companies, Inc.’s executive leadership team.  • Ms. Cousin has public company executive, board and corporate governance experience. She is a director of Bayer AG and Borealis Foods.

INDUSTRY EXPERIENCE

SIGNIFICANT OPERATING EXPERIENCE

LEADERSHIP EXPERIENCE

SUBSTANTIAL GLOBAL BUSINESS AND OTHER INTERNATIONAL EXPERIENCE

ACCOUNTING AND FINANCIAL EXPERTISE

PRODUCT RESEARCH, DEVELOPMENT AND MARKETING EXPERIENCE

PUBLIC COMPANY BOARD AND CORPORATE GOVERNANCE EXPERIENCE

2024 PROXY STATEMENT  |  24

	Brian J. McNamara Chief Executive Officer, Haleon plc   INDEPENDENT	DIRECTOR SINCE: February 2024 White/Male Age 57	DIRECTOR SKILLS:	BOARD COMMITTEES: •  Governance •  People and Compensation
PROFESSIONAL BACKGROUND: Mr. McNamara has served as Chief Executive Officer of Haleon plc (formerly GSK ConsumerHealthcare), a global consumer healthcare company, since May 2022. Mr. McNamara joined GlaxoSmithKline plc, a global pharmaceutical and biotechnology company, in 2015 and served in various capacities, including Chief Executive Officer Designate, Haleon, from July 2021 to May 2022, Chief Executive Officer, GSK Consumer Healthcare from October 2016 to May 2021 and Head of Europe and Americas, GSK Consumer Healthcare from March 2015 to September 2016. Prior to that, he worked for 28 years in a variety of leadership positions for several global consumer products providers, including Novartis AG and The Procter & Gamble Company.
DIRECTOR QUALIFICATIONS: • During his 36-year career, Mr. McNamara has gained valuable experience in executive leadership and global operations management. He has a strong track record of building and marketing global brands, including driving strong, profitable growth and brand innovation. • Mr. McNamara brings strong consumer products industry knowledge and marketing experience from his work at GSK Consumer Healthcare, Novartis AG and The Procter & Gamble Company. He brings a global perspective to the Board, having lived and worked in Europe and the Americas. • Mr. McNamara has public company board and corporate governance experience. He is a director of Haleon plc.

INDUSTRY EXPERIENCE

SIGNIFICANT OPERATING EXPERIENCE

LEADERSHIP EXPERIENCE

SUBSTANTIAL GLOBAL BUSINESS AND OTHER INTERNATIONAL EXPERIENCE

ACCOUNTING AND FINANCIAL EXPERTISE

PRODUCT RESEARCH, DEVELOPMENT AND MARKETING EXPERIENCE

PUBLIC COMPANY BOARD AND CORPORATE GOVERNANCE EXPERIENCE

2024 PROXY STATEMENT  |  25

	Jorge S. Mesquita Former Chief Executive Officer, BlueTriton Brands, Inc.   INDEPENDENT	DIRECTOR SINCE: May 2012 White/Male Age 62	DIRECTOR SKILLS:	BOARD COMMITTEES: •  Audit •  Finance
PROFESSIONAL BACKGROUND: Mr. Mesquita served as Chief Executive Officer of BlueTriton Brands, a beverage company that offers regional spring water and national purified water brands, from July 2021 to March 2022. Prior to that, he was Executive Vice President and Worldwide Chairman, Consumer of Johnson & Johnson, a global healthcare products company, from 2014 until 2019. He also served on J&J’s Executive Committee and led the Consumer Group Operating Committee. Mr. Mesquita was an advisor to Cinven, a U.K. private equity firm, from 2020 to 2021.   Mr. Mesquita was employed by Procter & Gamble, a global marketer of consumer products, in various marketing and leadership capacities for 29 years from 1984 to 2013. During his tenure at P&G, he served as Group President – New Business Creation and Innovation from 2012 until 2013; Group President – Special Assignment from January 2012 until March 2012; Group President, Global Fabric Care from 2007 to 2011; President, Global Home Care from 2001 to 2007; and President of Commercial Products and President of P&G Professional from 2006 to 2007.
DIRECTOR QUALIFICATIONS: • Mr. Mesquita brings extensive experience leading major global company business units. In these roles, he has a strong track record of building and marketing global brands, including the reinvention of key brands, leading strategic business transformations, and driving strong, profitable growth.  • As CEO of BlueTriton Brands, he embarked on growth and innovation initiatives. As Procter & Gamble’s Group President, New Business Creation and Innovation, Mr. Mesquita redesigned the business development organization and worked across the company with technology, marketing and finance leaders to develop groundbreaking innovation capabilities. • Mr. Mesquita was born and raised in Mozambique, Africa. He has lived and worked in several countries, including Venezuela, Mexico, Brazil and the United States. He is fluent in Portuguese, Spanish and English. • Mr. Mesquita has public company board and corporate governance experience. He is a director of Humana Inc.

INDUSTRY EXPERIENCE

SIGNIFICANT OPERATING EXPERIENCE

LEADERSHIP EXPERIENCE

SUBSTANTIAL GLOBAL BUSINESS AND OTHER INTERNATIONAL EXPERIENCE

ACCOUNTING AND FINANCIAL EXPERTISE

PRODUCT RESEARCH, DEVELOPMENT AND MARKETING EXPERIENCE

PUBLIC COMPANY BOARD AND CORPORATE GOVERNANCE EXPERIENCE

2024 PROXY STATEMENT  |  26

	Anindita Mukherjee Former Chairwoman and Chief Executive Officer of Pernod Ricard North America   INDEPENDENT	DIRECTOR SINCE: January 2023 Asian/Female Age 58	DIRECTOR SKILLS:	BOARD COMMITTEES: •  Governance •  People and Compensation
PROFESSIONAL BACKGROUND: Ms. Mukherjee served as Chairwoman and Chief Executive Officer of Pernod Ricard North America, a global leader in wine and spirits, from December 2019 until December 2023. Previously, she served as Global Chief Commercial Officer and Global Chief Marketing Officer for S.C. Johnson & Son, Inc., a multinational consumer product manufacturer from 2015 to 2019. Earlier, she held several senior positions with PepsiCo, Inc., a global food and beverage corporation, including President, Global Snacks Group and Global Insights, and Senior Vice President and Chief Marketing Officer, Frito-Lay, Inc., a subsidiary of PepsiCo. Ms. Mukherjee started her career at Citibank Diners Club in the New Product Department, and then spent nearly 11 years with the Kraft Foods Group managing a number of key brands, including Kraft Mac & Cheese, Kraft Singles and Minute Rice.
DIRECTOR QUALIFICATIONS: • Ms. Mukherjee has a strong track record in leading and advising multinational consumer packaged goods companies, which gives her expertise in consumer insights, commercial execution and brand innovation. • Ms. Mukherjee was named one of Forbes Top 50 most influential CMOs and also was named “Marketer of the Year” by Brand Week and was inducted into the Marketing Hall of Fame from the American Marketing Association in 2022. • Ms. Mukherjee has public company board and corporate governance experience. She is a former director of Hertz Global Holdings, Inc. and Pernod Ricard North America.

INDUSTRY EXPERIENCE

SIGNIFICANT OPERATING EXPERIENCE

LEADERSHIP EXPERIENCE

SUBSTANTIAL GLOBAL BUSINESS AND OTHER INTERNATIONAL EXPERIENCE

ACCOUNTING AND FINANCIAL EXPERTISE

PRODUCT RESEARCH, DEVELOPMENT AND MARKETING EXPERIENCE

PUBLIC COMPANY BOARD AND CORPORATE GOVERNANCE EXPERIENCE

2024 PROXY STATEMENT  |  27

	Jane Hamilton Nielsen Chief Operating Officer and Chief Financial Officer, Ralph Lauren Corporation   INDEPENDENT	DIRECTOR SINCE: May 2021 White/Female Age 59	DIRECTOR SKILLS:	BOARD COMMITTEES: •  Audit •  Finance (Chair)
PROFESSIONAL BACKGROUND: Ms. Nielsen has served as Chief Financial Officer of Ralph Lauren Corporation, a global leader in the design, marketing and distribution of premium lifestyle products, since 2016 and as Chief Operating Officer since 2019. She leads Ralph Lauren’s global technology, finance, business development, integrated business and inventory planning, logistics, and real estate organizations. She previously served as Chief Financial Officer of Coach, Inc., a leading design house of modern luxury accessories and lifestyle collections, from 2011 to 2016. Prior to that, Ms. Nielsen spent 15 years at PepsiCo, Inc. and Pepsi Bottling Group, a global food and beverage corporation, in various senior financial roles, including Senior Vice President and Chief Financial Officer of PepsiCo Beverages Americas and the Global Nutrition Group, and she has experience in the areas of mergers & integration, investor relations and strategic planning.
DIRECTOR QUALIFICATIONS: • Ms. Nielsen has extensive financial experience gained during her service as Chief Operating Officer and Chief Financial Officer at Ralph Lauren, as Chief Financial Officer at Coach, and in 15 years in PepsiCo’s financial organization. • Ms. Nielsen brings to the Board a global perspective and many years of experience in the food and consumer products industries. Throughout her tenure at Ralph Lauren, Ms. Nielsen has driven operational efficiency, digital transformation and investment in omni-channel capability. She worked on numerous acquisitions and integrations while at PepsiCo, including the acquisition of Quaker Oats. • Ms. Nielsen has public company board and corporate governance experience. She is a former director of Pinnacle Foods Inc.

INDUSTRY EXPERIENCE

SIGNIFICANT OPERATING EXPERIENCE

LEADERSHIP EXPERIENCE

SUBSTANTIAL GLOBAL BUSINESS AND OTHER INTERNATIONAL EXPERIENCE

ACCOUNTING AND FINANCIAL EXPERTISE

PRODUCT RESEARCH, DEVELOPMENT AND MARKETING EXPERIENCE

PUBLIC COMPANY BOARD AND CORPORATE GOVERNANCE EXPERIENCE

2024 PROXY STATEMENT  |  28

	Paula A. Price Former Executive Vice President and Chief Financial Officer of Macy’s, Inc.   INDEPENDENT	Black/Female Age 62	DIRECTOR SKILLS:	DIRECTOR NOMINEE
PROFESSIONAL BACKGROUND: Ms. Price served as Executive Vice President and Chief Financial Officer of Macy’s, Inc., an omni-channel retailer of merchandise, including apparel and accessories, cosmetics and other goods, from July 2018 to May 2020. Ms. Price was a full-time senior lecturer at Harvard Business School in the accounting and management unit from July 2014 to June 2018. Prior to that, she was Executive Vice President and Chief Financial Officer of Ahold USA, a retailer that operated more than 700 supermarkets in the United States under the Stop & Shop, Giant and Martin’s names, as well as the Peapod online grocery delivery service, from May 2009 to January 2014. Ms. Price has more than 30 years of financial and operational experience and previously held senior management positions at CVS Caremark, JPMorgan Chase, Diageo and Kraft Foods.
DIRECTOR QUALIFICATIONS: • Ms. Price has extensive financial experience gained during her service as Chief Financial Officer at Macy’s, and as Executive Vice President and Chief Financial Officer of Ahold USA. Ms. Price is a certified public accountant; she began her career at Arthur Andersen & Co. • Ms. Price brings to the Board many years of experience in the food and consumer products industry. Throughout her tenure at Ahold USA, Ms. Price was responsible for finance and accounting, strategic planning, real estate development and construction, and information technology. • Ms. Price has public company board and corporate governance experience. She is a director of Accenture plc, Bristol Myers Squibb and Warner Bros. Discovery, Inc. and a former director of DaVita Inc., Dollar General Corporation and Western Digital Corporation.

INDUSTRY EXPERIENCE

SIGNIFICANT OPERATING EXPERIENCE

LEADERSHIP EXPERIENCE

SUBSTANTIAL GLOBAL BUSINESS AND OTHER INTERNATIONAL EXPERIENCE

ACCOUNTING AND FINANCIAL EXPERTISE

PRODUCT RESEARCH, DEVELOPMENT AND MARKETING EXPERIENCE

PUBLIC COMPANY BOARD AND CORPORATE GOVERNANCE EXPERIENCE

2024 PROXY STATEMENT  |  29

	Patrick T. Siewert Senior Advisor, The Carlyle Group, L.P.   INDEPENDENT	DIRECTOR SINCE: October 2012 LEAD DIRECTOR SINCE: May 2022 White/Male Age 68	DIRECTOR SKILLS:	BOARD COMMITTEES: Alternate member of all Board committees
PROFESSIONAL BACKGROUND: Mr. Siewert has served as Senior Advisor for The Carlyle Group, L.P., a global alternative asset management firm, since July 2023.  Mr. Siewert joined The Carlye Group in 2007 and served as a Managing Director and Partner untIl June 2023.   From 2001 to 2007, Mr. Siewert held a variety of roles with The Coca-Cola Company, a global beverage company, including Group President and Chief Operating Officer, Asia, and was a member of the Global Executive Committee.   From 1974 to 2001, he held a variety of roles with Eastman Kodak Company, a technology company focused on imaging products and services, including Chief Operating Officer, Consumer Imaging and Senior Vice President and President of the Kodak Professional Division.
DIRECTOR QUALIFICATIONS: • While working at Coca-Cola, Eastman Kodak and Carlyle, Mr. Siewert developed extensive knowledge in the food and beverage and consumer products industries, especially insights into consumer trends and routes-to-market. • Mr. Siewert has led business operations globally and in the Americas, Europe, Africa, the Middle East and Asia. He currently focuses on investments in Asian markets and select global opportunities. • Mr. Siewert has extensive public company board and corporate governance experience. He is lead director of the Board of Directors of Avery Dennison Corporation.

INDUSTRY EXPERIENCE

SIGNIFICANT OPERATING EXPERIENCE

LEADERSHIP EXPERIENCE

SUBSTANTIAL GLOBAL BUSINESS AND OTHER INTERNATIONAL EXPERIENCE

ACCOUNTING AND FINANCIAL EXPERTISE

PRODUCT RESEARCH, DEVELOPMENT AND MARKETING EXPERIENCE

PUBLIC COMPANY BOARD AND CORPORATE GOVERNANCE EXPERIENCE

2024 PROXY STATEMENT  |  30

	Michael A. Todman Former Vice Chairman, Whirlpool Corporation   INDEPENDENT	DIRECTOR SINCE: May 2020 Black/Male Age 66	DIRECTOR SKILLS:	BOARD COMMITTEES: •  Governance •  People and Compensation (Chair)
PROFESSIONAL BACKGROUND: Mr. Todman served as Vice Chairman of Whirlpool Corporation, a global home appliance company, from November 2014 until his retirement in December 2015, and as a member of Whirlpool’s Board of Directors for nine years. Prior to that, Mr. Todman was President, Whirlpool International, from 2009 to 2014 and President, Whirlpool North America, from 2007 to 2009. Mr. Todman joined Whirlpool in 1993 and served in various capacities, including management, operations, sales and marketing positions in North America and Europe.   Before joining Whirlpool, Mr. Todman served in a variety of roles of increasing responsibility with Wang Laboratories, Inc., a manufacturer of computer systems, from 1983 to 1993, and PricewaterhouseCoopers LLP, a multinational professional services firm, from 1979 to 1983.
DIRECTOR QUALIFICATIONS: • Mr. Todman has broad leadership experience, including leading a $10 billion international business unit at Whirlpool. • Mr. Todman brings strong industry knowledge and marketing experience. He has extensive consumer experience from Whirlpool and as a director of Newell Brands and Brown-Forman. • Mr. Todman has comprehensive knowledge of emerging markets and has led strategic growth initiatives for emerging markets in Asia. • Mr. Todman has extensive public company board and corporate governance experience. He is a director of Brown-Forman, Carrier Global Corporation and Prudential, and a former director of Newell Brands and Whirlpool.

INDUSTRY EXPERIENCE

SIGNIFICANT OPERATING EXPERIENCE

LEADERSHIP EXPERIENCE

SUBSTANTIAL GLOBAL BUSINESS AND OTHER INTERNATIONAL EXPERIENCE

ACCOUNTING AND FINANCIAL EXPERTISE

PRODUCT RESEARCH, DEVELOPMENT AND MARKETING EXPERIENCE

PUBLIC COMPANY BOARD AND CORPORATE GOVERNANCE EXPERIENCE

2024 PROXY STATEMENT  |  31

	Dirk Van de Put Chair and Chief Executive Officer, Mondelēz International, Inc.	DIRECTOR SINCE: November 2017 CHAIR SINCE: April 2018 White/Male Age 63	DIRECTOR SKILLS:
PROFESSIONAL BACKGROUND: Mr. Van de Put became Chief Executive Officer of Mondelēz International and joined the Company’s Board of Directors in November 2017. He became Chair in April 2018. Mr. Van de Put served as President and Chief Executive Officer of McCain Foods Limited, a multinational frozen food provider, from 2011 to 2017, and served as its Chief Operating Officer from 2010 to 2011.   Mr. Van de Put was President and Chief Executive Officer, Global Over-the-Counter, Consumer Health Division of Novartis AG, a global healthcare company, from 2009 to 2010. From 1998 to 2009, he held a variety of roles with Groupe Danone SA, a multinational provider of packaged water, dairy and baby food products, including Executive Vice President, Fresh Dairy and Waters, Americas, and Executive Vice President, Fresh Dairy and Waters, Latin America.   From 1997 to 1998, Mr. Van de Put served as President, Coca-Cola Caribbean, and as Vice President, Value Chain Management, Coca-Cola Brazil. From 1986 to 1997, he held a variety of roles with Mars, Incorporated, a global manufacturer of confectionery, pet food and other food products and a provider of animal care services, including General Manager and President, Southern Cone Region, Mars South America and Vice President, Marketing, Latin America.
DIRECTOR QUALIFICATIONS: • Mr. Van de Put is a seasoned global Chief Executive Officer with experience and expertise in all critical business and commercial operations in both emerging and developed markets. He brings a global perspective to the Board, having lived and worked on three different continents. • Mr. Van de Put has extensive leadership experience, including 30 years of experience in the food and consumer packaged goods industry. • Mr. Van de Put is fluent in English, Dutch, French, Spanish and Portuguese. • Mr. Van de Put has public company board and corporate governance experience. He is a director of AB Inbev SA/NV and a former director of Keurig Dr Pepper Inc. and Mattel, Inc.

INDUSTRY EXPERIENCE

SIGNIFICANT OPERATING EXPERIENCE

LEADERSHIP EXPERIENCE

SUBSTANTIAL GLOBAL BUSINESS AND OTHER INTERNATIONAL EXPERIENCE

ACCOUNTING AND FINANCIAL EXPERTISE

PRODUCT RESEARCH, DEVELOPMENT AND MARKETING EXPERIENCE

PUBLIC COMPANY BOARD AND CORPORATE GOVERNANCE EXPERIENCE

2024 PROXY STATEMENT  |  32

CORPORATE GOVERNANCE

 

Our Board is committed to corporate governance practices that promote and protect the long-term interests of our shareholders. We design our corporate governance practices to provide a robust and balanced framework for the Board in performing its fiduciary duties and to promote trust in the Company. Our Board believes that having and adhering to a strong corporate governance framework is essential to our long-term success. 

 

GOVERNANCE GUIDELINES

 

KEY ELEMENTS OF OUR GOVERNANCE FRAMEWORK, PRACTICES AND POLICIES ENHANCE OUR BOARD’S EFFECTIVENESS AND ACCOUNTABILITY TO SHAREHOLDERS

 

The Guidelines articulate our governance philosophy, practices and policies in a range of areas, including the Board’s role and responsibilities, Board composition, membership criteria and structure, CEO and Board performance evaluations, and succession planning. At least annually, the Governance Committee reviews the Guidelines and recommends any changes to the Board for its consideration.

 

Key Practice or Policy		Benefits
Independent Lead Director. Our independent Lead Director has broad and substantive duties and responsibilities that have considerable overlap with those typically performed by an independent Board Chair, including:   •  Engages in planning and approval of meeting schedules and agendas;   •  Presides over regular executive sessions of independent directors;   •  Provides input into the design of the annual Board, committee and individual director self-evaluation process;   •  Serves as an alternate member of all Board committees;   •  Conducts the annual Board and individual director self-evaluation process in coordination with the Governance Committee; and   •  Consults with major shareholders.		A highly effective and engaged independent Lead Director:   •  Provides independent Board leadership and oversight, including with respect to business matters and risk management activities;   •  Enhances independent directors’ input and investors’ perspectives on agendas and discussions;   •  Fosters candid discussion during regular executive sessions of the independent directors;   •  Facilitates effective communication and interaction between the Board and management;   •  Serves as a liaison between the independent directors and the Chair and CEO; and   •  Provides feedback to management regarding Board concerns and information needs.
Majority Independent Board.    •  At least 80% of our directors must meet the independence requirements prescribed by Nasdaq listing standards.    •  The Guidelines provide that currently the Chair and CEO should be the only member of management to serve as a director.		•  Provides independent Board oversight of management on behalf of shareholders.   •  Board composed entirely of independent directors (with the exception of the CEO).   •  Committees composed entirely of and chaired by independent directors.
Regular Executive Sessions of Independent Directors. At each in-person Board meeting, the independent directors meet in executive session without any members of management present. The independent Lead Director chairs these sessions.		Allows the Board to discuss substantive issues, including matters concerning management, without management present.
Annual Board and Committee Self-Assessments.   •  Annual Board, committee and director self-assessments include candid, one-on-one conversations between the independent Lead Director and each director, in coordination with the Governance Committee.   •  The results of these self-assessments are used in planning Board and committee meetings and agendas, fostering director accountability and committee effectiveness, analyzing Board composition, and making director recruitment and governance decisions.		•  Promotes continuous process improvement of the Board and committees.   •  Provides an opportunity to discuss individual directors’ contributions and performance and to solicit their views on improving Board and committee performance.   •  Provides a disciplined mechanism for director input into the Board’s evolution and succession planning process.
Tenure and Retirement Policies.   •  Non-employee directors have a term limit of 15 years.   •  Non-employee directors will not be nominated for election to the Board after their 75th birthday.		•  Promotes ongoing evolution and refreshment.   •  Average tenure for current non-employee directors is approximately five years.

	2024 PROXY STATEMENT  |  33

	2024 PROXY STATEMENT  |  34

DIRECTOR ONBOARDING AND EDUCATION

We provide new directors with a substantive onboarding program. They meet with numerous Company executives to learn about different aspects of Company operations, and they are invited to attend various Board committee meetings. Once new directors are appointed to committees, they meet with Company officers who support those committees.

During their service, directors have opportunities to meet and talk with our employees during visits to Company facilities and during our Board and committee meetings. During 2023, individual directors toured the Thane India R&D Center and Sri City India Plant, met with employees and participated in market visits.

We also regularly conduct voluntary educational sessions for directors on a variety of topics relevant to the Company. In 2023, these sessions focused on Cybersecurity, Environmental and Climate, Brands and Mindful Snacking.

In addition, the Company supports director participation in continuing education programs and reimburses directors for reasonable costs associated with attendance.

BOARD LEADERSHIP STRUCTURE

The Board has a fiduciary duty to act as it believes to be in the best interests of the Company and its shareholders, including determining the leadership structure that will best serve those interests. The By-Laws provide the Board flexibility in determining its leadership structure. Within this framework, the Board determines the most appropriate leadership structure at a given time in light of the Company’s needs and circumstances, as described more fully below.

The Board may determine that the CEO should also serve as Chair, and if it does so, the independent directors appoint an independent Lead Director with broad and substantive duties and responsibilities that have considerable overlap with those of an independent Board Chair. The independent Lead Director engages in planning and approving meeting schedules and agendas, including the review of briefing materials, and has the power to call meetings of the independent directors or the Board. As part of the Board’s regular agenda, the independent Lead Director presides over executive sessions of the independent directors without the participation of the Chair and CEO. The independent Lead Director also serves as a direct point of contact for shareholders and, in Fall/Winter 2023, led engagements with investors holding approximately 24% of our outstanding shares. The independent Lead Director also frequently confers with the other independent directors on various Board and Company matters. In addition, the independent directors may assign, and from time to time have assigned, to the independent Lead Director any additional duties over and above these fixed responsibilities as they deem appropriate.

In considering which leadership structure will allow it to carry out its responsibilities most effectively and best represent shareholders’ interests, the Board takes into account various factors. Among them are our specific business needs, our operating and financial performance, industry conditions, economic and regulatory environments, the results of Board and committee annual self-assessments, the advantages and disadvantages of alternative leadership structures based on circumstances at that time, shareholder input, and our corporate governance practices. The Board recognizes the importance of the Company’s leadership structure to our shareholders and considers input on the topic obtained through robust shareholder engagement.

The Board believes that our shareholders benefit most when the Board has the flexibility and discretion to make decisions about the appropriate leadership structure for the Company in light of the Company’s needs and circumstances. At this time, the Board believes the current leadership structure continues to be appropriate for the Company and our shareholders.

	2024 PROXY STATEMENT  |  35

THE BOARD’S CURRENT LEADERSHIP STRUCTURE PROVIDES INDEPENDENT LEADERSHIP AND MANAGEMENT OVERSIGHT

Our Board is led by Mr. Van de Put, the Chair and CEO, together with Mr. Siewert, our independent Lead Director. Each Board committee is composed entirely of, and is chaired by, independent directors, and each committee has a clearly defined area of oversight regarding key risks and Company functions. This leadership structure enhances the Board’s oversight of material risks because our Chair and CEO is uniquely positioned to identify emerging risks while our Lead Director and Committee Chairs provide independent oversight of the Company’s risk management programs. Other than Mr. Van de Put, the Board is composed entirely of independent directors and each of them has access to the CEO and other company executives. 

Mr. Van de Put and Mr. Siewert work closely together. The Board believes that they, together with our Committee Chairs, provide appropriate Board leadership and oversight of the Company while facilitating effective and efficient functioning of both the Board and management. Under Mr. Van de Put’s leadership and the Board’s oversight, we have delivered strong total shareholder returns, outpacing many of our peers, and we have made sustained progress against our ESG goals.

MR. VAN DE PUT		MR. SIEWERT
Chair since 2018		Lead Director since 2022
The Board carefully considered its leadership structure, including whether the role of Chair should be a non-executive position or combined with that of the CEO. The Board concluded that combining these roles results in significant benefits for the Company and our shareholders, and best positions Mr. Van de Put to:   •  promote shareholders’ interests and contribute to the Board’s effectiveness and efficiency due to his deep knowledge of the Company, the food industry and the competitive environment in which we operate;   •  promote the alignment of our strategic and business plans;   •  ensure items of greatest importance for our global operations and risk management activities are brought to the attention of, and reviewed by, the Board on a timely basis;   •  highlight important issues with the Board as they happen, as market dynamics change, or as risks evolve, ensuring appropriate oversight and discussion;   •  lead the Board’s discussion of the Company’s critical business matters, including risk-related matters and management’s response; and   •  enable the Board to stay abreast of the dynamic and rapidly evolving consumer and retail landscape in which the Company operates.		The independent directors selected Mr. Siewert to lead our Board as independent Lead Director because he has extensive leadership experience, including risk management and oversight, shaped through his years as a Managing Director and Partner for The Carlyle Group, L.P., his prior leadership roles at The Coca-Cola Company and Eastman Kodak Company, and his experience as lead director at Avery Dennison Corporation. Given his broad global and operational experience in the food, beverage and consumer products industries, the Board believes Mr. Siewert is well-positioned to:   •  provide independent Board leadership and oversight, including with respect to business matters and risk management activities;   •  facilitate effective information flow to directors and across committees, and promote active discussion and collaboration among the independent directors;   •  serve as an effective liaison between the Board and management, as well as between the independent directors and the Chair and CEO;   •  provide candid, constructive and independent feedback to management, including regarding Board concerns and information needs; and   •  actively engage in shareholder outreach.

	2024 PROXY STATEMENT  |  36

INDEPENDENT LEAD DIRECTOR ROLE AND RESPONSIBILITIES

The Board created the independent Lead Director position to, among other things, provide strong leadership of the Board’s affairs on behalf of shareholders, increase the Board’s effectiveness, promote open communication among the independent directors, and serve as the principal liaison between the Chair and the other independent directors. The independent directors annually select the independent Lead Director for a one-year term. The current Board structure has been discussed with shareholders and their feedback has been taken into consideration with respect to the independent Lead Director role.

The independent Lead Director has significant authority and responsibilities that protect Company and shareholder interests by promoting strong management oversight and accountability. Under the Guidelines, the independent Lead Director, in consultation with the other independent directors, has the following substantive duties and responsibilities:

In addition, our Guidelines provide that management generally should communicate about the Company with shareholders and other constituencies. From time to time, the Lead Director meets with or communicate with various constituencies of the Company, generally after consultation with management. The Lead Director also is available for consultation and direct communication with the Company’s major shareholders.

DIRECTOR INDEPENDENCE

ALL DIRECTORS ARE INDEPENDENT EXCEPT FOR OUR CHAIR AND CEO

The Guidelines require that at least 80% of our directors meet the Nasdaq listing standards’ independence requirements. A director is considered independent if the Board affirmatively determines, after reviewing all relevant information, that the director has no relationship with Mondelēz International or any of its subsidiaries that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. 

Based on that criterion, the Board determined that Cees ‘t Hart, Lewis W.K. Booth, Charles E. Bunch, Ertharin Cousin, Brian J. McNamara, Jorge S. Mesquita, Anindita Mukherjee, Jane Hamilton Nielsen, Paula A. Price, Patrick T. Siewert and Michael A. Todman are all independent. Mr. Van de Put is not independent because he is a Mondelēz International employee. In addition, the Board previously determined that Lois D. Juliber and Christiana S. Shi were independent during the time that they served as directors during fiscal 2023.

	2024 PROXY STATEMENT  |  37

BOARD OVERSIGHT OF STRATEGY

Oversight of our business strategy is one of our Board’s key responsibilities. The Board believes that overseeing and monitoring strategy is a continuous process. The Board has at least one meeting each year primarily dedicated to strategy where it meets with management to discuss, understand and challenge our strategic plan’s short- and long-term objectives. At Board meetings held throughout the year, the Board and management track progress against the strategic plan’s goals, consider impacts due to changing circumstances in the industry and the economic environment, and monitor strategic and operational risks. Throughout the strategic review that led to the development of our growth strategy, the Board and management team worked in close coordination to craft a consumer-centric strategy that leverages our Company’s unique strengths in the snacking market to accelerate growth. Additionally, in 2022, we unveiled the evolution of our long-term growth strategy elevating Sustainability as a fourth strategic growth pillar now sitting alongside Growth, Execution and Culture.

Our Board, with recommendations from the Finance Committee, oversees the alignment of our capital allocation priorities with our long-term strategy. The Board oversees our capital allocation process and annually reviews our capital deployment budget, with the goal of balancing investment in growth and returning cash to shareholders. We continue to demonstrate this balance through our investments in capital expenditures, mergers and acquisitions, and research and development paired with dividend growth and share repurchases.

Our Board also oversees our ESG-related risks, strategy, progress, and alignment with purpose, stakeholder interests and strategic risks and opportunities, and reviews progress and challenges on evolving our growth culture and our DE&I goals. For more information, see “Our Distinctive Approach to Environmental and Social Issues,” which begins on page 54.

BOARD OVERSIGHT OF RISK MANAGEMENT

Our business faces various risks, including strategic, financial, operational, ESG, reputational, legal and compliance risks. Identifying, managing and mitigating our exposure to these risks, along with effectively overseeing such matters, are activities critical to our operational decision-making and annual planning processes.

The Board has ultimate responsibility for risk oversight. Each of our director nominees has experience managing or overseeing enterprise risk management (“ERM”) programs, either through operating or other professional experience, or through public company board experience, and leverages his or her experience.

Management is responsible for the day-to-day assessment, management and mitigation of risk subject to the Board’s guidance and oversight. The Board exercises its risk oversight responsibility throughout the year at both the Board level and through its standing committees, which are comprised solely of independent directors. The Board has delegated primary responsibility for overseeing enterprise risk assessment and management to the Audit Committee. Pursuant to its charter, the Audit Committee regularly, and at least annually, reviews and discusses our ERM process and assessment and risk mitigation results. 

	2024 PROXY STATEMENT  |  38

Our committees oversee risks within their respective areas of accountability and report back to the Board. During 2023, the Board and committees reviewed and assessed risks related to our business and operations as shown below:

While the Board and each committee have ultimate responsibility for risk oversight, management is responsible for the day-to-day management of risk. We have robust internal processes and controls owned by global enterprise risk owners that facilitate the identification, assessment, prioritization, mitigation, monitoring and validation of material short-, intermediate- and long-term risks. Our ERM program also leverages a risk mapping process that considers, among other things, risk impact, velocity, likelihood and preparedness. Our global enterprise risk owners regularly engage outside advisors, where appropriate, to assist in the identification and evaluation of risks.

We have a Risk and Compliance Committee, co-facilitated by our SVP, Global Chief Ethics & Compliance Officer (“Chief Ethics & Compliance Officer”) and SVP, Chief Audit & Controls Officer (“Chief Audit & Controls Officer”) and composed of Executive leaders from the Finance, Accounting, Legal, Compliance, Internal Audit and People functions, which provides broad oversight of our key enterprise risk mitigation plans and ERM process. The Risk and Compliance Committee periodically reviews the key enterprise risk updates and meets with global enterprise risk owners responsible for managing the risk, and mitigation actions and the status of the annual enterprise risk assessment. Our Chief Ethics & Compliance Officer and Chief Audit & Controls Officer regularly report to the Audit Committee to provide updates on the

	2024 PROXY STATEMENT  |  39

status of the ERM process and the Board receives reports of Audit Committee discussions regarding its oversight of the ERM process. The global enterprise risk owners provide periodic updates at the Audit Committee, Governance and PCC on the top key enterprise risks. Global risk owners also engage with BU and region risk owners to collect insights, learnings across regions and strengthen risk mitigation plans. 

Our ERM process also facilitates open communication between management and the Board, which helps the Board’s and committees’ understanding of  key risks to our business and performance and the functioning of our risk management process, including who participates in the process and the information gathered in the assessment. Management regularly provides reports to the Board or the appropriate committee on key risks and the actions management has taken to monitor, control and mitigate these risks. Members of management responsible for overseeing specific risks attend Board and committee meetings throughout the year to discuss these reports and provide any updates. The committees also report key risk discussions to the Board following their meetings. Board members may further discuss the risk management process directly with members of management. The independent Lead Director also regularly meets with the other independent directors without management present to discuss current and emerging risks, among other topics.

The Company also believes that our Board leadership structure supports the Board’s risk oversight function. The combined roles of Chair and CEO, in consultation with the independent Lead Director and Committee Chairs,  ensure items of greatest importance for the business, including significant emerging risks, are brought to the attention of, and reviewed by, the Board on a timely basis, ensuring appropriate oversight and discussion. For more information, see “Board Leadership Structure,” which begins on page 35.

BOARD OVERSIGHT OF HUMAN CAPITAL MANAGEMENT AND CORPORATE CULTURE

HUMAN CAPITAL MANAGEMENT

Our Board recognizes that our employees are one of our greatest assets, and is actively engaged in overseeing human capital management throughout the organization. The PCC is responsible for oversight of organizational engagement and effectiveness and regularly reviews human resources policies and practices, talent sourcing strategies, employee development programs, succession plans, workplace compliance matters, and diversity policies, objectives and programs. 

Talent Development

The PCC focuses on plans for developing our mid-level talent into future leaders. We have a number of initiatives to provide these potential future leaders with the experience and exposure needed to succeed at the highest levels of our Company. Specifically, we promote employee development by reviewing strategic positions regularly and identifying potential internal candidates to fill those roles, evaluating job skill sets to identify competency gaps, and creating developmental plans to facilitate employee professional growth. We invest in our employees through training and development programs, on-the-job experiences, and coaching, as well as tuition reimbursement for a majority of our employees in the United States to promote continued professional growth. Additionally, we understand the importance of maintaining competitive compensation and benefits, and in providing appropriate training so employees can learn and have opportunities to pursue their career interests with the Company.

Workforce Diversity, Equity and Inclusion

We believe that a diverse workforce with a range of experiences and perspectives is a significant driver of sustainable innovation and growth. Our governance model includes full Board reviews twice per year of the Company’s approach and response to workforce DE&I. The Board is involved and aligned with management, including our Mondelēz Leadership Team and Chief Diversity & Inclusion Officer, on our workforce DE&I commitments and initiatives that promote an inclusive workplace.

	2024 PROXY STATEMENT  |  40

We include DE&I and other human capital metrics as a part of the strategic scorecard within our annual incentive plan for our CEO and other senior leaders. This scorecard is first focused on talent sufficiency as it is critical that we have the talent to fuel our growth. This scorecard is used consistently across our company at both the corporate and region level. We also include metrics related to women in leadership globally and Black representation on our U.S. management team. ⁽¹⁾ At the end of 2023, women held 42% of global management roles (defined as Director and above) and 42% of executive leadership roles (defined as the Management Leadership Team plus one level below). In the United States, People of Color held approximately 36% of management roles (defined as Director and above), and Black employees held 6.3% of management roles at the end of 2023. ⁽²⁾

Workplace Safety and Wellness

The Audit Committee oversees our health and safety performance and reviews with management our health and safety priorities and initiatives. To promote a strong culture of health and safety and prioritize keeping a healthy and safe working environment, we employ comprehensive health, safety and environment management policies and standards throughout the organization. In addition, we strive to continuously improve our work processes, tools and metrics to reduce workplace injuries and enhance the health and safety of our employees, both in and out of the workplace.

We remain committed to providing a modern and flexible approach to how and where we work. Our hybrid work model way of working allows office-based employees to engage with colleagues, customers and suppliers in-person on a regular basis while also leveraging innovative technology to optimize collaboration across geographically dispersed teams.

To support our colleagues and promote a diverse and sustainable workforce, “The Right You” is our global cross-functional initiative empowering our team members to thrive both at work and at home. “The Right You” is a globally-integrated, holistic approach to employee well-being, that provides employees with resources, tools, social support, privacy, employee assistance program and strategies to adopt and maintain healthy behaviors and supports awareness by all employees of available resources.

MANAGEMENT SUCCESSION PLANNING AND DEVELOPMENT

Succession planning for senior management positions, which facilitates continuity of leadership over the long term, is critical to our success and important at all levels within our organization. Our Board’s involvement in leadership development and succession planning is systematic, strategic and continuous. The PCC oversees the development and retention of senior management talent while also developing a long-term succession and development plan for our CEO. Additionally, the Board has contingency plans for emergencies such as the death or disability of the CEO. 

The PCC, together with the CEO, regularly reviews senior management talent, including readiness to take on additional leadership roles and developmental opportunities needed to prepare leaders for greater responsibilities. The CEO also provides a regular review to the PCC of the executive leadership team. While the PCC has the primary responsibility to develop succession plans for the CEO position, it annually reports to the Board and decisions are made with input from the Board. Potential leaders interact with Board members through formal presentations, in market reviews and informal settings.

CORPORATE CULTURE

Our Board believes that a positive corporate culture is vitally important to our success. Accordingly, the Board oversees the implementation of practices and policies to maintain a positive and engaging work environment for our team members. Our global compliance and integrity program guides our employees to act with integrity and make ethical decisions while conducting business around the world. In addition, Board members are provided direct access to our

	2024 PROXY STATEMENT  |  41

employees. Directors have engaged with employees in person through activities such as walking the floors of our offices and participating in small group discussions, plant and in-market visits and receptions. These visits help directors assess our culture and interact with employees outside the senior management team.

Each year the Board reviews our global employee engagement survey results. The survey provides rich data for our leaders and a useful way to compare Mondelēz International to other companies. This information helps us create action plans at global, regional, functional and managerial levels. 

For additional details on talent management and development initiatives, our DE&I initiatives, workplace safety and wellness, and our engagement survey, please see the Human Capital section of our 2023 Form 10-K and our Snacking Made Right report.

MEETING ATTENDANCE

Directors are expected to attend all Board meetings, the Annual Meeting of Shareholders and all meetings of the committees on which they serve. We understand, however, that occasionally a director may be unable to attend a meeting due to conflicts or unforeseen circumstances. 

CODES OF CONDUCT

CODE OF BUSINESS CONDUCT AND ETHICS FOR NON-EMPLOYEE DIRECTORS

We have adopted a Code of Business Conduct and Ethics for Non-Employee Directors that is designed to foster a culture of honesty and integrity, focus on areas of ethical risk, guide non-employee directors in recognizing and handling ethical issues, and provide mechanisms to report unethical conduct. Annually, all non-employee directors must acknowledge in writing that they have received, reviewed and understand the Code of Business Conduct and Ethics for Non-Employee Directors. 

EMPLOYEE CODE OF CONDUCT

We have adopted the Mondelēz International Code of Conduct (the “Code of Conduct”) for all our employees, which reflects our values and contains important rules for conducting our business. The Code of Conduct is part of our global compliance and integrity program, which provides training throughout the Company and encourages reporting of potential wrongdoing through anonymous reporting options and a publicized non-retaliation policy.

The Chief Compliance Officer provides an annual report to the Audit Committee on the overall implementation and effectiveness of Mondelēz International’s Compliance program and provides quarterly updates to the Audit Committee on Code of Conduct compliance, investigation trends and training activities. The Chief Compliance Officer also provides an annual report to the PCC on workplace compliance-related matters. The Chief Compliance Officer reports to the EVP, Corporate & Legal Affairs — General Counsel and Corporate Secretary and has the authority to communicate directly with the Audit Committee regarding alleged or actual violations, if any, of the Code of Conduct.

	2024 PROXY STATEMENT  |  42

WHERE TO FIND MORE INFORMATION

To learn more about our corporate governance practices, you can access the corporate governance documents listed below at www.mondelezinternational.com/investors/corporate-governance. We will also provide copies of any of these documents to shareholders upon written request to the Corporate Secretary.

You can access the Code of Conduct at www.mondelezinternational.com/about-us/our-way-of-doing-business/code-of-conduct.

We will disclose in the Corporate Governance section of our website any amendments to the Code of Business Conduct and Ethics for Non-Employee Directors or the Code of Conduct, and any waiver granted to an executive officer or director under these codes, to the extent required.

REVIEW OF TRANSACTIONS WITH RELATED PERSONS

RELATED PERSON TRANSACTIONS POLICY AND PROCEDURES

The Board has adopted a written policy regarding related person transactions. In general, “related persons” are directors, director nominees, executive officers, and shareholders who beneficially own more than 5% of our outstanding Common Stock and any of their immediate family members. A related person transaction is one in which Mondelēz International or one of its subsidiaries is a participant, the amount involved exceeds $120,000, and a related person had, has or will have a direct or indirect material interest.

The Governance Committee reviews transactions that might qualify as related person transactions. If the Governance Committee determines that a transaction is a related person transaction, it reviews and then approves, disapproves or ratifies the transaction. Only those related person transactions that are fair and reasonable to Mondelēz International and in our shareholders’ best interests are ratified or approved. When it is not practicable or desirable to delay review of a transaction until a committee meeting, the chair of the Governance Committee may act on behalf of the committee and report to the Governance Committee on any transaction reviewed.

When reviewing and acting on a related person transaction under this policy, the Governance Committee considers, among other things:

Any member of the Governance Committee who is a related person with respect to a transaction under review may not participate in the deliberations or decisions regarding the transaction.

REVIEW OF RELATED PERSON TRANSACTIONS SINCE JANUARY 1, 2023

BlackRock, Inc. (“BlackRock”), an investment management corporation, filed a Schedule 13G/A with the SEC reporting that it was a greater than 5% shareholder of the Company as of December 31, 2023. During 2023, BlackRock acted as an investment manager with respect to certain investment options under our U.S., Canadian and Puerto Rican retirement savings plans and Canadian, Irish and U.K. pension plans. BlackRock was selected as an investment manager by each

	2024 PROXY STATEMENT  |  43

plan’s designated authority for plan investments. BlackRock’s selection was based on the determination of each plan’s designated authority that the selection met applicable standards and that the fees were reasonable and appropriate. BlackRock’s fees were approximately $2.42 million during 2023. Each of the plans for which Blackrock performed services paid the fees for those services from its assets. The plans expect to pay similar fees to BlackRock during 2024 for similar services. Fees, based on plan asset value, are paid quarterly on a lag basis. 

SHAREHOLDER OUTREACH AND COMMUNICATION WITH THE BOARD

As part of our effort to better understand our shareholders’ perspectives, we regularly engage with shareholders, seeking their input and views on various matters. Since our 2023 Annual Meeting of Shareholders, the independent Lead Director and members of senior management have conducted comprehensive shareholder engagement. We reached out to shareholders representing approximately 50% of our outstanding shares, and engaged with 17 different shareholders that collectively represent approximately 31% of our outstanding shares. The independent Lead Director met with shareholders representing approximately 24% of our outstanding shares. In addition, we engaged with shareholders on governance and ESG matters at roundtables and corporate governance forums. 

During these engagements, we discussed a variety of topics, including the Company’s business strategy, Board governance, executive compensation, human capital management, environmental and social sustainability and other matters. These discussions were very productive, and we appreciate that our shareholders took the time to share their perspectives and questions with us. The feedback we received during these conversations was shared with the Board, the PCC, and the Governance Committee, and it continues to inform our policies and practices. 

Shareholders may directly contact the Board, the independent Lead Director, any of the independent directors or any committee of the Board regarding matters relevant to the Board’s duties and responsibilities. Information about how to do so is available at www.mondelezinternational.com/investors/corporate-governance/contacting-the-board-and-reporting-wrongdoings. The independent Lead Director is available for consultation with our major shareholders.

The Corporate Secretary forwards communications relating to matters within the Board’s purview to the independent Lead Director or appropriate independent director(s), and communications relating to matters within a Board committee’s area of responsibility to the chair of the appropriate committee. Communications relating to ordinary business matters, such as suggestions, inquiries and consumer complaints, are forwarded to the appropriate Mondelēz International executive or employee and made available to any independent director who requests them. We do not forward solicitations, junk mail, or frivolous or inappropriate communications.

In furtherance of our commitment to ongoing engagement with our shareholders, management and subject matter experts met, or are scheduled to meet in advance of the Annual Meeting, with the proponents of the shareholder proposals contained in this Proxy Statement to discuss their respective proposals.

	2024 PROXY STATEMENT  |  44

BOARD COMMITTEES AND MEMBERSHIP

 

The Governance Committee considers and makes recommendations to the Board regarding the Board’s committee structure and membership. The Board establishes its committee structure and designates the committee members and chairs after consideration of these recommendations.

 

The Board currently has four standing committees: Audit; Finance; Governance; and PCC. The Board has adopted a written charter for each standing committee. The charters, which are available on our website at www.mondelezinternational.com/investors/corporate-governance, define the committees’ respective roles and responsibilities. All committee members and chairs are independent.

 

Committee chairs approve agendas and materials for their committee meetings. Each committee meets regularly in executive session without management. Directors may attend the meetings of any committee of which they are not a member. Committees may retain outside legal, financial, accounting and other advisors at the Company’s expense. Each Committee regularly reports its actions and recommendations to the Board.

 

  

COMMITTEE MEMBERSHIP

 

		As of March 13, 2024
		Audit Committee		Finance Committee		Governance, Membership and Sustainability Committee		People and Compensation Committee
Cees ‘t Hart
Lewis W.K. Booth*
Charles E. Bunch
Ertharin Cousin
Brian J. McNamara
Jorge S. Mesquita
Anindita Mukherjee
Jane Hamilton Nielsen
Patrick T. Siewert
Michael A. Todman
Total Number of Committee Meetings During 2023		9		2		7		8

 

*	Mr. Booth is not standing for re-election in accordance with the Company’s mandatory retirement policy for directors and will retire at the Annual Meeting.
+	Lead Director and alternate member of all Board committees.

 

	Member
	Chair

	2024 PROXY STATEMENT  |  45

AUDIT COMMITTEE

The Board has determined that all of the Audit Committee members meet the enhanced test of independence prescribed by the Nasdaq listing standards and SEC rules. The Board also has determined that director nominees Cees ‘t Hart, Jane Hamilton Nielsen, Paula A. Price and Patrick T. Siewert each qualify as “audit committee financial experts” within the meaning of SEC regulations and have financial sophistication in accordance with Nasdaq listing standards. No Audit Committee member received any payments in 2023 from Mondelēz International other than compensation for service as a director. 

RESPONSIBILITIES

Under its charter, the Audit Committee is responsible for overseeing our accounting and financial reporting processes and audits of our financial statements. The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of our independent registered public accountants. 

Among other duties, the Audit Committee also oversees:

The Chief Compliance Officer provides an annual report to the Audit Committee on the overall implementation and effectiveness of Mondelēz International’s Compliance program, and provides quarterly updates to the Audit Committee on Code of Conduct compliance, investigation trends and training activities. The Chief Compliance Officer also provides an annual report to the PCC on workplace compliance-related matters. The Chief Compliance Officer reports to the EVP, Corporate & Legal Affairs — General Counsel and Corporate Secretary and has the authority to communicate directly with the Audit Committee regarding alleged or actual violations, if any, of the Code of Conduct.

The Audit Committee has established procedures for the receipt, retention and treatment, on a confidential basis, of any complaints we receive. We encourage employees and third-party individuals and organizations to report concerns about our accounting controls, auditing matters, or anything else that appears to involve financial or other wrongdoing. To report such matters, please visit www.mondelezinternational.com/investors/corporate-governance for information about reporting options.

	2024 PROXY STATEMENT  |  46

	2024 PROXY STATEMENT  |  47

PRE-APPROVAL POLICIES

The Audit Committee’s policy is to pre-approve all audit and non-audit services provided by the independent registered public accountants. Non-audit services may include audit-related services and tax services, among others. The pre-approval authority details the particular service or category of service that the independent registered public accountants will perform. Management reports to the Audit Committee on the actual fees charged by the independent registered public accountants for each category of service. 

	2024 PROXY STATEMENT  |  48

During the year, circumstances may arise when it becomes necessary to engage the independent registered public accountants for additional services not contemplated in the original pre-approval authority. In those instances, the committee approves the services before we engage the independent registered public accountants. In case approval is needed before a scheduled committee meeting, the committee has delegated pre-approval authority to its Chair. The Chair must report on such pre-approval decisions at the committee’s next regular meeting.

The Audit Committee pre-approved all 2023 audit and non-audit services provided by the independent registered public accountants.

INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS’ FEES

The aggregate fees for professional services provided to us by our independent registered public accountants, PricewaterhouseCoopers LLP, for 2023 and 2022 were:

Audit Fees include: (a) the integrated audit of our consolidated financial statements, including statutory audits of the financial statements of our affiliates and our internal control over financial reporting; and (b) the reviews of our unaudited condensed consolidated interim financial statements (quarterly financial statements).

Audit-Related Fees include professional services in connection with audits of carve-out financial statements, financial due diligence services, statutorily required attestation services, and various other audit and special reports.

Tax Fees include professional services in connection with tax compliance and consulting services.

All Other Fees include fees for seminars, accounting research and reporting tools, and other services.

Our sponsored benefit plans incurred fees of $88,000 and $90,000 related to audit services in the years 2023 and 2022. These fees are paid for by the benefit plan.

All fees above include out-of-pocket expenses.

FINANCE COMMITTEE

RESPONSIBILITIES

The Finance Committee’s responsibilities include reviewing and making recommendations to the Board on significant financial matters, including:

	2024 PROXY STATEMENT  |  49

The Finance Committee also reviews and discusses with management:

GOVERNANCE, MEMBERSHIP AND SUSTAINABILITY COMMITTEE

RESPONSIBILITIES

The Governance Committee’s responsibilities include:

Membership

Governance

Sustainability and Public Affairs

	2024 PROXY STATEMENT  |  50

Other Duties and Responsibilities Includes

POLITICAL ACTIVITY AND GOVERNANCE

We maintain a robust governance framework for overseeing our political activities. We do so responsibly and transparently, with priority on compliance with federal, state and local laws. The Governance Committee oversees our policies and programs related to corporate citizenship and public policy issues significant to the Company. As our success depends on sound public policies, we regularly work with government officials regarding matters of concern in accordance with applicable laws and regulations.

Mondelēz International has a proud history of involvement in the communities where employees live and work, including participation in the political process to support policies that impact our communities, employees and businesses. We provide comprehensive disclosure of political activity through our website: www.mondelezinternational.com/investors/corporate-governance/board-oversight-of-corporate-citizenship reflecting our policies and procedures for making political contributions and expenditures. In addition, the website provides information on our lobbying activities and a link to the lobbying disclosure reports we file with the United States Congress. A list of U.S. trade associations to which we pay dues of more than $50,000 annually, including the portion of dues attributable to lobbying, can also be found on our website. As demonstrated by our robust reporting, we are firmly committed to providing shareholders with transparency about our political activities.

PEOPLE AND COMPENSATION COMMITTEE

PEOPLE AND COMPENSATION COMMITTEE INDEPENDENCE, INTERLOCKS AND INSIDER PARTICIPATION

The Board determined that all PCC members are independent within the meaning of the Nasdaq listing standards, including the heightened independence criteria for compensation committee members. All members are “non-employee directors” under SEC rules and outside directors under the Internal Revenue Code of 1986, as amended (the “Code”). None of the PCC’s members are or were:

RESPONSIBILITIES

The PCC’s responsibilities include:

	2024 PROXY STATEMENT  |  51

The PCC has the authority to delegate any of its responsibilities to the committee’s Chair, another PCC member, or a subcommittee of PCC members, unless prohibited by law, regulation or any Nasdaq listing standard.

EXECUTIVE OFFICERS HAVE A LIMITED ROLE IN THE PEOPLE AND COMPENSATION COMMITTEE’S DETERMINATION OF EXECUTIVE COMPENSATION AND NON-EMPLOYEE DIRECTOR COMPENSATION

See “Decision-Making Process” on page 76 for additional detail on roles in the decision-making process.

	2024 PROXY STATEMENT  |  52

THE PEOPLE AND COMPENSATION COMMITTEE’S ROLE IN MANAGEMENT SUCCESSION PLANNING AND DEVELOPMENT

Succession planning for senior management positions, which facilitates continuity of leadership over the long term, is critical to our success and important at all levels within our organization. Our Board’s involvement in leadership development and succession planning is systematic, strategic and continuous. The PCC oversees the development and retention of senior management talent while also developing a long-term succession and development plan for our CEO. Additionally, the Board has contingency plans for emergencies such as the death or disability of the CEO.

The PCC, together with the CEO, regularly reviews senior management talent, including readiness to take on additional leadership roles and developmental opportunities needed to prepare leaders for greater responsibilities. The CEO also provides a regular review to the PCC of the executive leadership team. While the PCC has the primary responsibility to develop succession plans for the CEO position, it annually reports to the Board and decisions are made with input from the Board. Potential leaders interact with Board members through formal presentations, in market reviews and informal settings. More broadly, the Board is updated on human capital matters for the overall workforce, including recruiting, DE&I and development programs.

	2024 PROXY STATEMENT  |  53

 

OUR DISTINCTIVE APPROACH TO ENVIRONMENTAL AND SOCIAL ISSUES 

 

Mondelēz International has a clear and distinctive approach to environmental and social matters aligned to our business strategy. Our approach is informed by our understanding of the issues that are significant to our business and to the communities we touch, and in turn by the priorities we have set for ourselves along our value chain.

 

Snacking Made Right is the lens through which we determine our ESG priorities to deliver on our mission of leading the future of snacking by offering the right snack, for the right moment, made the right way. We have a clear strategic approach to making snacking right, so we can drive innovative, more sustainable business growth. Our strategic approach to Snacking Made Right, alongside our long-term growth strategy – represented by the four pillars of growth, execution, culture and sustainability – helps us drive innovative, sustainable business growth.

 

OUR STRATEGIC FOCUS AREAS

 

Our strategic focus areas and progress goals map to the areas of our business that represent our greatest opportunities to help make a positive lasting impact on the environment and communities we touch. Our strategy and goals are central to supporting our growth around the world, creating long-term value for both the business and our stakeholders, and delivering meaningful progress in reducing our environmental impact while empowering people and communities. We collaborate with partners, external advisors, regulators, shareholders and other stakeholders to increase our long-term positive impact and support the needs of both people and planet.

 

We have identified certain environmental and social strategic focus areas that we believe are significant to building a more sustainable snacking company.

 

Ingredients

Climate

Packaging

Social Impact

Diversity, Equity & Inclusion

Consumer Well-Being

Employee Well-Being

Develop and advance signature sourcing programs across key raw materials, including cocoa, wheat and palm oil, to help build greater end-to-end resilience in these supply chains.

Help combat climate change through science-based targets, using natural resources end-to-end more efficiently and renewably.

Aim to reduce and evolve packaging and to improve systems to support our vision of a more circular pack economy.

Promote human rights across our value chain and help to enable empowered and inclusive communities.

Champion DE&I for our colleagues, culture and communities.

Aim to empower consumers with contemporary Well-being options and choices, Mindful Snacking habits and portion control.

Build a culture that focuses on the safety, physical and mental well-being of our colleagues.

	2024 PROXY STATEMENT  |  54

BOARD OVERSIGHT AND GOVERNANCE OF ESG

We have a comprehensive governance structure that provides strong oversight of our ESG efforts. Our Board oversees our ESG-related risks, strategy, progress, alignment with purpose, stakeholder interests, and strategic risks and opportunities, and reviews progress and challenges on evolving our growth culture and our DE&I goals. Specific responsibilities are delegated to our Board committees, which are composed solely of independent directors.

Management is responsible for the day-to-day management and oversight of our sustainability programming and strategy development, in addition to regular progress reviews. Our SVP, Chief Impact & Sustainability Officer (“Chief Impact Officer”) leads our sustainability strategy development and oversees our sustainability strategy through implementation, as well as our long-term sustainability vision. Our Sustainability Steering Committee, chaired by our Chief Impact Officer, includes leaders from our key global functions and businesses and focuses on our environmental and social sustainability-related strategies. Our Chief Impact Officer and our EVP, Corporate & Legal Affairs — General Counsel and Corporate Secretary regularly report on sustainability matters to the Board and the Governance Committee.

Our local-first and consumer-centric business model means that business transformation requires a balance across global scale and local operations to deliver progress against these goals. Our Governance Committee oversees programs to integrate ESG policies and programs at the local business level across all of Mondelēz International’s business units. We integrate sustainability into how we do business and empower our employees across every function to play a role. We do this by engaging our colleagues with the information to drive action, the motivation to make changes and the opportunities to make sustainability part of every business decision. We track, report on and hold management accountable for making progress against our goals, and we include ESG goals in the annual compensation plan for executives.

As part of our goal of promoting accountability, many of our long-term public goals and associated action plans are developed in partnership with external experts. We consider perspectives from our ongoing engagement with shareholders and other stakeholders, and we actively engage with multiple ESG ratings organizations and indices as we advance our disclosure and promote transparency. This two-way dialogue informs our ESG approach, which defines our assessment of the environmental and social issues most significant to us. Materials and processes that guide our assessment include our ERM program for identifying, assessing, prioritizing, mitigating and monitoring risks.

OUR GOALS

Our goals include more sustainable sourcing of key ingredients, reducing our environmental footprint, promoting the rights of people across our value chain, and evolving our portfolio to offer a broader range of high-quality snacks addressing consumer needs while encouraging consumers to snack mindfully. In 2023, we made progress against these goals, including submitting a time-bound plan to the Science Based Target Initiative (SBTi), consistent with the Business Ambition for 1.5^oC. Achieving this milestone includes providing documentation of the Company’s carbon accounting, aligning to new standards, continuing to transform its business operations and supply chains, and transparently reporting progress. Furthermore, in 2023, we confirmed our aim to seek no deforestation across the Company’s primary commodities by 2025, in accordance with the European Union Deforestation Regulation and SBTi guidance.

	2024 PROXY STATEMENT  |  55

UNITED NATIONS SUSTAINABLE DEVELOPMENT GOALS

Our goals are aligned to our business ambition to lead the future of snacking at Mondelēz International. Several of our ESG goals and the work we are doing to advance ESG align with the U.N. Sustainable Development Goals (“SDGs”). We focus on those SDGs where we believe we can make a bigger impact or where our signature programming, like Cocoa Life, has a direct contribution. Our programs are mapped to the SDGs to ensure they remain aligned.

ESG REPORTING

We are committed to being more transparent and effective in sharing our progress against our public goals and will share detailed updates in our annual ESG Snacking Made Right report. We expect to publish our next update in April 2024 as part of our 2023 Snacking Made Right report, which will be available on our website, www.mondelezinternational.com. The report will include updates on our activities to more sustainably source key ingredients, such as cocoa, wheat and palm oil. We will also provide updates on our efforts to promote rights of people across our value chain, including our efforts to help address the systemic issue of child labor in the cocoa supply chain, as well as information on the steps we are taking to seek to reduce our environmental footprint. We also provide information regarding our efforts to help address the systemic issue of child labor in the cocoa supply chain in our annual Human Rights Due Diligence & Modern Slavery Report, which will be available on our website, www.mondelezinternational.com. In addition, we are tracking adoption of standards such as those published by the Sustainability Accounting Standards Board (“SASB”) and the Task Force on Climate-related Financial Disclosures (“TCFD”), and we disclose alignment indexes to SASB and TCFD on our website. Our 2023 Snacking Made Right report will provide information regarding alignment between those standards and our current disclosures, and we will continue to consider shareholder feedback as we align our sustainability reporting with evolving standards. We monitor investor voting policies and continue to evolve our practices and disclosures. We also disclose our consolidated EEO-1 statement of the race and gender of U.S.-based employees, as well as our Board diversity data.

	2024 PROXY STATEMENT  |  56

COMPENSATION OF NON-EMPLOYEE DIRECTORS 

 

 

REVIEW OF NON-EMPLOYEE DIRECTOR COMPENSATION

 

The PCC reviews non-employee director compensation annually to confirm that the compensation we offer is market-competitive without being excessive. To support the PCC’s review, at the PCC’s request, Semler Brossy:

 

•	benchmarks our non-employee director compensation against our Compensation Survey Peer Group;
•	assesses the form and amount of our non-employee director compensation; and
•	provides the PCC with this data and an independent assessment of the appropriateness and competitiveness of our non-employee director compensation.

 

Executive officers do not play a role in determining or recommending the amount or form of non-employee director compensation.

 

Using Semler Brossy’s assessment, the PCC recommended no changes to the non-employee director compensation program in 2023. The average total retainer pay approximates market median and the pay mix of 39% cash and 61% equity is aligned with market.

 

SUMMARY OF 2023 COMPENSATION ELEMENTS

 

Annual Compensation Elements		Amount ($)
Annual Cash Retainer		110,000
Value of Annual Equity Retainer		190,000
Additional Cash Compensation
Lead Director Retainer		30,000
Audit Committee Chair Retainer		25,000
PCC Chair Retainer		25,000
Governance Committee Chair Retainer		20,000
Finance Committee Chair Retainer		20,000

 

We do not pay non-employee directors meeting fees. We also do not pay any Company employee who serves as director any additional compensation for serving as a director. Mr. Van de Put is the only director who is also a Company employee.

 

PLAN LIMITS ON NON-EMPLOYEE DIRECTOR GRANTS

 

Our shareholder-approved Amended and Restated 2005 Performance Incentive Plan (the “Equity Plan”) caps the maximum fair market value of Common Stock grants made to any non-employee director in any calendar year at $500,000. Our 2024 Performance Incentive Plan (“2024 PIP”), if approved by our shareholders, limits the cash compensation and the fair market value of Common Stock grants made to any non-employee director in any calendar year to at most $750,000, except that for the first year a director joins the Board or the year in which a director is designated as Chair or Lead Director, such limit is increased to $1,000,000. See the “2023 Non-Employee Director Compensation” and “2023 Non-Employee Director Awards” tables on page 59 for details. See Item 3 for additional information regarding the 2024 PIP.

	2024 PROXY STATEMENT  |  57

CASH COMPENSATION – BOARD, INDEPENDENT LEAD DIRECTOR AND COMMITTEE CHAIR RETAINERS

We pay our non-employee directors their cash retainers quarterly. The Mondelēz International, Inc. 2001 Compensation Plan for Non-Employee Directors allows directors to defer 25%, 50%, 75% or 100% of their cash retainers into notional unfunded accounts. These accounts are credited with gains/losses based upon the performance of investment funds that mirror certain of the investment options available under the Thrift Plan offered to U.S. salaried employees.

If the Board appoints a new non-employee director during the year (i.e., other than at the Annual Meeting of Shareholders), we pay that director prorated compensation based on the number of days remaining in the calendar year.

EQUITY COMPENSATION – ANNUAL EQUITY GRANT

We make annual equity grants to our non-employee directors following the Annual Meeting of Shareholders. In order to align directors’ interests with shareholders during the directors’ service, grants are in the form of vested deferred stock units (“DSUs”). We settle these DSUs by distributing actual shares six months after a director ends his or her service as a director. When we pay a dividend on our Common Stock, we accrue the value of the dividends that we would have paid on the shares underlying the DSUs. Directors receive shares equal to the accumulated value of the dividends at the same time their DSUs are settled.

If the Board appoints a new non-employee director during the year (i.e., other than at the Annual Meeting of Shareholders), we prorate the annual equity grant value based on the number of months until the next Annual Meeting of Shareholders.

DIRECTOR STOCK OWNERSHIP GUIDELINES

To align the interests of our non-employee directors and our shareholders, we expect our non-employee directors to hold shares of our Common Stock. Our expectations are as follows:

If a non-employee director does not meet these ownership expectations, the Lead Director will consider the non-employee director’s particular situation and may take action as deemed appropriate. As of March 13, 2024, each director serving for at least five years met or exceeded the ownership expectation.

COMPANY MATCH FOR DIRECTOR CHARITABLE CONTRIBUTIONS

Non-employee directors are eligible to participate in the Mondelēz International Foundation (the “Foundation”) Matching Gift Program. Each year, the Foundation will generally match up to $15,000 in contributions by a non-employee director to any 501(c)(3) non-profit organization(s).

	2024 PROXY STATEMENT  |  58

2023 NON-EMPLOYEE DIRECTOR COMPENSATION