MONDELēZ INTERNATIONAL - DEF 14A

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.

 



 

LETTER FROM OUR CHAIRMAN
AND CHIEF EXECUTIVE OFFICER

 

 

April 6, 2022

Dear Fellow Shareholders,

I planned to open my letter with reflections on how our company successfully navigated the COVID-19 pandemic and emerged even stronger – while learning valuable lessons that will shape our business strategy and culture going forward. Sadly, I instead must begin by sharing my deepest sympathy with all our colleagues, customers, business partners, families and friends impacted by the war in Ukraine. Mondelēz International condemns this war and the unspeakable tragedy unfolding in cities and towns that many of our team members around the world call home.

I am deeply thankful to our team members in Eastern Europe and beyond who have opened their hearts, their homes and our company facilities to people seeking shelter. Our company has committed $2 million in humanitarian relief – including financial contributions, product donations and double-matching our employees’ gifts. But the most moving element of our response is seeing our people step up to help one another, in ways both big and small. I am humbled at the outpouring of generosity I see every day among our colleagues – from gathering toys and snacks to welcome refugee children, to creating an app to match displaced families with short-term housing.

Trying times like these remind us why our products and our mission are so important. As consumers continue to navigate disruptions to their work, school and social lives, snacking plays an increasingly critical role in delivering sustenance, comfort and a reminder of better days ahead. We’re honored that consumers continue to trust our beloved brands to bring their families nourishment and satisfaction.

In 2021, our continued focus on meeting consumer needs led to another year of strong top- and bottom-line results.

I’m proud of our consumer focus and related performance – and I’m especially proud of our approximately 79,000 employees across the globe, who remain steadfast in their commitment to delivering the right snack, for the right moment, made the right way. No matter how rapidly the external environment evolves, as a global snacking leader, we continue to stand ready to serve our customers and consumers.


 

   
2022 PROXY STATEMENT  |  1

Our annual State of Snacking survey shows that consumers around the world increasingly choose snacking over traditional mealtimes, and they are continuing to consume more snacks at home. These trends make our core categories of chocolate and biscuits, as well as our growing portfolio of baked snacks, very attractive. Additionally, increased mobility creates more opportunities for consumers to select our brands on-the-go. Although we continue to face near-term input cost inflation – as well as supply chain, labor and transportation disruptions – we are navigating these challenges through our revenue growth management activities.

Our Purpose-led growth strategy, launched in September 2018, continues to create shareholder value. Our continued focus on profit dollar growth enables us to advance a virtuous cycle that funds high-return investments and powers local-first, consumer-centric commercial execution. Examples of our strategy in action in 2021 include:

Returning $3.9 billion in capital to shareholders through dividends and share repurchases

Expanding our offerings in high-growth segments like well-being, with breakthrough innovations including Oreo Zero Sugar in China, as well as Cadbury Plant Bar and Plant-Based Philadelphia in the United Kingdom

Growing our presence in premium biscuits and baked snacks – with strong growth led by Tate’s and Give & Go, respectively

Continuing to expand distribution in emerging markets

Acquiring high-growth, strategic assets – including Grenade well-being snack bars, based in the United Kingdom; Gourmet Food premium crackers in Australia; and Hu premium well-being snacks in the United States – as well as announcing the acquisition of Chipita, which closed in January 2022, significantly expanding our baked snacks offerings and routes, particularly in Europe

Launching “The Right You,” a new holistic employee-well-being program, empowering our colleagues with tools to help them thrive at work and at home

Along with our financial performance, we made strong progress against our environmental, social and governance (“ESG”) strategic priorities while maintaining relentless focus on our Purpose. We continued to improve cocoa farmers’ productivity through our transformational Cocoa Life program – now entering its 10th year of environmental and social innovation. We also launched a green bond offering to help fund our projects aimed at advancing sustainable sourcing, reducing packaging waste and tackling climate change. At the time of issue, this bond was the largest-ever green bond in the Packaged Food and Consumer Goods Industry.

Recognizing that we cannot address these urgent issues alone, we expanded our involvement in several key public and private partnerships. In November, we announced our goal of achieving net zero greenhouse gas emissions across our full value chain by 2050 – signing onto the Science Based Targets Initiative’s Business Ambition for 1.5°C, while joining the United Nations Race to Zero campaign. Additionally, we joined the Circulate Capital Ocean Fund as a limited partner – supporting scalable business solutions to help advance infrastructure for collecting, sorting and recycling plastic waste in developing countries.

We also made significant progress toward our long-standing commitment to advancing diversity, equity and inclusion. In 2021, we advanced numerous economic inclusion and supplier diversity initiatives. We also increased the proportion of Black colleagues in U.S. management positions (defined as Director and above) from 3.2 percent at year-end 2020 to 5.1 percent at year-end 2021. Our share of women in global management roles (defined as Director and above) also continues to rise, and stood at 39.3 percent at year-end 2021.

These are just a few examples of key actions advancing our ambition to become a more sustainable snacking company. We continue transforming how we do business across our own operations – as well as partnering with farmers and suppliers – to help drive lasting progress at scale. We believe our differentiated approach to sustainability will not only

   
2022 PROXY STATEMENT  |  2

help protect the environment and address critical social needs in our communities, but also create long-term value for the business and our stakeholders.

We’re confident that the strength of our brands, our proven strategy, our continued investments, and our multi-faceted ESG agenda position us well to deliver sustainable growth and value creation for years to come. Our local-first approach enables us to stay close to our consumers – anticipating changes in their snacking needs and habits, and continuously evolving to meet their changing tastes and preferences. Most importantly, our diverse and talented team remain passionately dedicated to providing consumers the right snack, for the right moment, made the right way.

On behalf of the Mondelēz International team, thank you for your investment. We look forward to continuing engagement with you as we advance our sustainable, Purpose-driven global snacking leadership.

Best wishes,

Dirk Van de Put
Chairman and Chief Executive Officer
Mondelēz International, Inc.

   
2022 PROXY STATEMENT  |  3

 

LETTER FROM OUR LEAD DIRECTOR

 

 

April 6, 2022

Dear Fellow Shareholders,

Like all of you, I watched the war in Ukraine unfold with shock and dismay. The Board of Directors of Mondelēz International joins Chairman and CEO Dirk Van de Put and our colleagues around the world in condemning these horrific attacks and calling for peace.

Even before the war broke out earlier this year, lingering impacts from the COVID-19 pandemic continued to shape consumer habits, the business operating environment, and most importantly, the health and well-being of people around the world. Alternating periods of virus decline and resurgence caused ripple effects in both economic and social conditions. Against this challenging backdrop, the Board of Directors continues to provide critical independent counsel in overseeing Mondelēz International’s strategy and operations, while reinforcing our strong governance culture and advancing our commitment to diversity, equity and inclusion.

Mondelēz International continued to deliver strong growth in 2021 while advancing our long-term environmental, social and governance (“ESG”) agenda. The Board remains confident in the company’s sustainable growth strategy, and we look forward to continuing to partner closely with Dirk and the broader executive team. The company has exciting opportunities to capitalize on accelerating trends that will continue to shape consumer behavior – including increasing demand for snacking as a replacement for traditional mealtimes; growing consumer preference for balancing nutrition and sustenance with indulgence; and increased mobility as pandemic conditions recede.

Throughout the past year, the Board has exercised our independent oversight role in shaping the company’s environmental sustainability initiatives. We are pleased with the company’s progress in sourcing a growing proportion of two key ingredients – cocoa and wheat – through its signature programs, Cocoa Life and Harmony. Additionally, Mondelēz International continues to make progress in reducing packaging waste and carbon emissions – as we work toward our goal of net zero greenhouse gas emissions by 2050.

The Board remains focused on further enhancing the company’s winning growth culture – with a deep commitment to continuing progress toward our shared goals for diversity, equity and inclusion.


 

   
2022 PROXY STATEMENT  |  4

We firmly believe that an engaged and thriving workforce – which continuously learns from and celebrates diverse voices – is a critical engine for consumer-centric innovation.

As a Board, our broad and diverse perspectives and our experience in global public companies enable us to provide critical oversight and decision-making support across the full spectrum of strategic, operational and culture opportunities and challenges. Earlier this year, we further broadened the experience and composition of our Board with the addition of a new director, Ertharin Cousin, whose expert perspective on food policy and sustainability issues provides important insights and value as we continue advancing our strategy and ESG priorities.

After serving for more than twelve years as director, I will not stand for election at this year’s annual meeting. It has been a privilege to serve on the Board and as independent Lead Director during my tenure. My colleagues Fredric Reynolds and Peter May are also not standing for election this year. The Board joins me in thanking them for their valuable service to Mondelēz International. Following the annual meeting, Patrick Siewert will succeed me as Lead Director and will continue our commitment to strong independent oversight, provided that he is re-elected. Currently serving as Managing Director and Partner for The Carlyle Group, Patrick will bring a wealth of experience to the independent Lead Director role. He has led business operations globally and in Europe, Africa, the Middle East and Asia over the course of his tenure at Coca-Cola, Eastman Kodak and Carlyle. Patrick also has extensive governance experience and currently serves as the chair of our Finance Committee. Overall, our ten director nominees include four women, represent several national origins, vary in age from 57 to 73, and collectively bring a myriad of professional and life experiences to the Board. Two director nominees self-identify as Black and eight self-identify as white. As Mondelēz International continues to execute its strategy, the Board is well-equipped to create long-term value for our shareholders.

On behalf of the Mondelēz International Board of Directors, thank you for your investment and for your support of our strategy 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.

We recognize that when you buy shares in Mondelēz International, you are placing your trust in the Board of Directors. We value your investment, and we are committed to meeting your expectations of delivering long-term, sustainable value.

Please review the proxy statement and annual report in full. We recommend that you vote in accordance with our recommendations in order to secure the long-term growth and success of the company.

Sincerely,

Jean-François M. L. van Boxmeer
Lead Director
Mondelēz International, Inc.

   
2022 PROXY STATEMENT  |  5

 

NOTICE OF 2022 ANNUAL MEETING OF SHAREHOLDERS

 
   

TIME AND DATE

9:00 a.m. CDT on May 18, 2022

Venue
Virtual Annual Meeting
www.virtualshareholdermeeting.com/MDLZ2022

Record Date
March 14, 2022

905 West Fulton Market, Suite 200
Chicago, IL 60607

ITEMS OF BUSINESS:

  1. To elect as directors the ten director nominees named in the Proxy Statement ("Proxy Statement");
  2. To approve, on an advisory basis, the Company’s executive compensation;
  3. To ratify the selection of PricewaterhouseCoopers LLP as the independent registered public accountants for the fiscal year ending December 31, 2022;
  4. To vote on two shareholder proposals if properly presented at the meeting; and
  5. To transact any other business properly presented at the meeting.

 

FORMAT OF THE ANNUAL MEETING OF SHAREHOLDERS:

The Board of Directors (the "Board") has determined we will hold a virtual 2022 Annual Meeting of Shareholders (the "Annual Meeting") conducted via webcast. We have designed the format of the Annual Meeting so that shareholders have the same rights and opportunities as they would have at a physical meeting. Shareholders will be able to submit questions during the meeting using online tools, providing our shareholders with the opportunity for meaningful engagement with the Company.

Access to the Webcast of the Annual Meeting: The webcast of the Annual Meeting will begin at 9:00 a.m. CDT on May 18, 2022. Online access to the webcast will open 30 minutes prior to the start of the Annual Meeting to allow time for shareholders to log in and test their device’s system. A recording of the Annual Meeting will be available following the meeting in the investor section of our website at www.mondelezinternational.com.

Log-In Instructions: To attend the Annual Meeting, shareholders will need to log in to www.virtualshareholdermeeting.com/MDLZ2022 using the 16-digit control number shown on your Notice of Internet Availability of Proxy Materials, proxy card or voting instruction form (“VIF”).

Submitting Questions at the Annual Meeting: An online portal is available to shareholders at www.proxyvote.com where they can view and download our proxy materials and our Annual Report on Form 10-K for the year ended December 31, 2021, and vote their shares. On the day of, and during, the Annual Meeting, shareholders can view our agenda and meeting procedures and submit questions on www.virtualshareholdermeeting.com/MDLZ2022. Shareholders must have their 16-digit control number to submit questions. Shareholders will have an opportunity to raise questions about the items of business for the meeting. In addition, after the business portion of the Annual Meeting concludes and the meeting is adjourned, shareholders will have another opportunity to raise questions of a more general nature.


   
2022 PROXY STATEMENT  |  6

We intend to answer all questions submitted during the Annual Meeting that are pertinent to the Company and the items being voted on by shareholders, as time permits and in accordance with our meeting procedures. Answers to questions raised that we were unable to answer during the Annual Meeting will be posted following the meeting on the investor relations section of our website. Questions and answers will be grouped by topic, and substantially similar questions will be answered only once. To promote fairness, efficiently use the Company’s resources and address all shareholder questions, we will respond to no more than three questions from any single shareholder.

Technical Assistance: Online access to the webcast will open approximately 30 minutes prior to the start of the Annual Meeting to allow time for shareholders to log in and test their device’s system. We encourage shareholders to access the meeting prior to the start time. If you encounter any difficulties accessing the meeting or during the meeting time, please call 1-844-986-0822 (U.S.) or 1-303-562-9302 (International).

WHO MAY VOTE:

Shareholders of record of Class A Common Stock at the close of business on March 14, 2022.

DATE OF DISTRIBUTION:

On or about April 6, 2022, we distributed the Notice of Internet Availability of Proxy Materials and made available the Proxy Statement, Proxy Card and Annual Report on Form 10-K for the year ended December 31, 2021 online at http://materials.proxyvote.com/609207.

On or about April 6, 2022, we expect to mail the Proxy Statement, Proxy Card and Annual Report on Form 10-K for the year ended December 31, 2021, to shareholders who previously elected to receive a paper copy of the proxy materials.

 

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

 

Ellen M. Smith
Senior Vice President & Chief Counsel, Chief Compliance Officer & Corporate Secretary
April 6, 2022

 

 

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 18, 2022

Mondelēz International, Inc.’s Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2021, are available at http://materials.proxyvote.com/609207.

HOW TO VOTE

VIA THE
INTERNET

Visit the website listed on your Notice of Internet Availability of Proxy Materials, proxy card or VIF to vote

WITH YOUR MOBILE DEVICE

Scan the QR barcode on your Notice of Internet Availability of Proxy Materials, proxy card or VIF to vote

BY TELEPHONE

Call the telephone number on your Notice of Internet Availability of Proxy Materials, proxy card or VIF to vote

BY MAIL

If you received paper copies of your proxy materials, mark, sign, date and return the proxy card in the enclosed envelope to vote

Even if you plan to attend the Annual Meeting online, please vote in advance of the meeting using one of the following voting methods (see Question 12 on page 121 for additional details). If you are voting via the Internet, with your mobile phone or by telephone, be sure to have your proxy card or VIF in hand and follow the instructions. You can vote any of four ways:

   
2022 PROXY STATEMENT  |  7

Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document. We assume no liability for any third-party content contained on the referenced websites.

FORWARD-LOOKING STATEMENTS

This proxy statement contains a number of forward-looking statements. Words, and variations of words, such as “will,” “expect,” “may,” “believe,” “plan,” “intend” and similar expressions are intended to identify our forward-looking statements. Forward-looking statements are not based on historical facts but instead represent our current expectations and assumptions regarding our business, the economy and other future conditions. The information included in, and any issues identified as material for purposes of, this document may not be considered material for U.S. Securities and Exchange Commission ("SEC") reporting purposes. In the context of this disclosure, the term “material” is distinct from, and should not be confused with, such term as defined for SEC reporting purposes.

Please see our risk factors, as they may be amended from time to time, set forth in our filings with the SEC, including our most recently filed Annual Report on Form 10-K. Mondelēz International disclaims and does not undertake any obligation to update or revise any forward-looking statement in this proxy statement, except as required by applicable law or regulation.

   
2022 PROXY STATEMENT  |  8

 

 

Table of Contents

 

 

LETTER FROM OUR CHAIRMAN AND CHIEF EXECUTIVE OFFICER

1

LETTER FROM OUR LEAD DIRECTOR

4

NOTICE OF 2022 ANNUAL MEETING OF SHAREHOLDERS

6

PROXY STATEMENT SUMMARY

10

2022 Annual Meeting of Shareholders

10

How to Vote in Advance of the Meeting

10

Items of Business

11

About Mondelēz International

12

Director Nominees

12

Our Governance Framework

14

Executive Compensation

15

ITEM 1. ELECTION OF DIRECTORS

17

How We Build an Experienced and Qualified Board

17

Director Skills

20

Shareholder Recommendations for Director Candidates

22

Shareholders Elect Directors Annually

22

Director Nominees for Election at the Annual Meeting

23

CORPORATE GOVERNANCE

32

Governance Guidelines

32

Director Onboarding and Education

34

Board Leadership Structure

35

Director Independence

37

Board Oversight of Strategy

37

Board Oversight of Risk Management

38

Board Oversight of Human Capital Management and Corporate Culture

40

Meeting Attendance

41

Codes of Conduct

42

Where to Find More Information

42

Review of Transactions with Related Persons

42

Anti-Hedging Policy

43

Shareholder Outreach and Communications with the Board

44

BOARD COMMITTEES AND MEMBERSHIP

45

Committee Membership

45

Audit Committee

46

Finance Committee

49

Governance, Membership and Sustainability Committee

50

People and Compensation Committee

51

OUR DISTINCTIVE APPROACH TO ENVIRONMENTAL AND SOCIAL ISSUES

56

Board Oversight and Governance of ESG

57

Goals

58

United Nations Sustainable Development Goals

58

2021 Environmental and Social Achievements

59

ESG Reporting

59

About Our ESG Goals

59

COMPENSATION OF NON-EMPLOYEE DIRECTORS

60

COMPENSATION DISCUSSION AND ANALYSIS

64

Executive Summary

64

Detailed Program Discussion

70

Compensation Governance

87

EXECUTIVE COMPENSATION TABLES

89

2021 Summary Compensation Table

89

2021 Grants of Plan-Based Awards

91

2021 Outstanding Equity Awards at Fiscal Year-End

92

2021 Options Exercised and Stock Vested

94

2021 Pension Benefits

94

Retirement Benefit Plan Description

95

2021 Non-Qualified Deferred Compensation Benefits

95

Potential Payments Upon Termination or Change in Control

97

PEOPLE AND COMPENSATION COMMITTEE REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

102

CEO PAY RATIO

103

OWNERSHIP OF EQUITY SECURITIES

104

Delinquent Section 16(a) Reports

105

ITEM 2. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

106

ITEM 3. RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR FISCAL YEAR 2022

107

Review of Independent Registered Public Accountants

107

Selection of Independent Registered Public Accountants

108

SHAREHOLDER PROPOSALS

109

ITEM 4. SHAREHOLDER PROPOSAL

110

Conduct and Publish Racial Equity Audit

110

ITEM 5. SHAREHOLDER PROPOSAL

114

Require Independent Chair of the Board

114

OTHER MATTERS THAT MAY BE PRESENTED AT THE ANNUAL MEETING

116

FREQUENTLY ASKED QUESTIONS ABOUT THE ANNUAL MEETING AND VOTING

117

Voting Instructions to Proxies

117

Attending and Voting at the Annual Meeting

117

Asking Questions During the Annual Meeting

117

Frequently Asked Questions About the Annual Meeting and Voting

118

2023 ANNUAL MEETING OF SHAREHOLDERS

124

Shareholder Nominations and Proposals for the 2023 Annual Meeting

124

ANNEX A: FINANCIAL MEASURES DEFINITIONS

A-1

GAAP to Non-GAAP Reconciliations

A-4


   
2022 PROXY STATEMENT  |  9

Back to Contents

 

 

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 2021 performance, please see our Annual Report on Form 10-K for the year ended December 31, 2021 (the “2021 Form 10-K”). Throughout this Proxy Statement, “we,” “us,” “our,” the “Company” and “Mondelēz International” refer to Mondelēz International, Inc.

2022 Annual Meeting of Shareholders

9:00 a.m. CDT on Wednesday, May 18, 2022.

The 2022 Annual Meeting of Shareholders (the “Annual Meeting”) will be a virtual meeting of shareholders conducted via webcast.

Record Date March 14, 2022.

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 may pre-register to attend the meeting, vote and submit questions by visiting www.virtualshareholdermeeting.com/
MDLZ2022
and using the 16-digit control number shown on your Notice of Internet Availability of Proxy Materials, proxy card or voting instruction form (“VIF”).

 

How to Vote in Advance of the Meeting

Even if you plan to attend the Annual Meeting, please vote in advance of the meeting using one of the following voting methods (see Question 12 on page 121 for additional details). 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 to vote

WITH YOUR MOBILE DEVICE
Scan the QR barcode on your Notice of Internet Availability of Proxy Materials, proxy card or VIF to vote

BY TELEPHONE
Call the telephone number on your Notice of Internet Availability of Proxy Materials, proxy card or VIF to vote

BY MAIL
If you received paper copies of your proxy materials, mark, sign, date and return the proxy card in the enclosed envelope to vote


   
2022 PROXY STATEMENT  |  10

Back to Contents

Items of Business

Item

Voting Choices

Board’s Voting

Recommendation

More

Information

Company Proposals:

Item 1.

Election of ten 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 106

Item 3.

Ratification of the selection of PricewaterhouseCoopers LLP as independent registered public accountants for the fiscal year ending December 31, 2022

For

Against

Abstain

FOR

Page 107

Shareholder Proposals:

Item 4.

Conduct and Publish Racial Equity Audit

For

Against

Abstain

AGAINST

Page 110

Item 5.

Require Independent Chair of the Board

For

Against

Abstain

AGAINST

Page 114

Transact any other business properly presented at the meeting.

   
2022 PROXY STATEMENT  |  11

Back to Contents

About Mondelēz International

Mondelēz International empowers people to snack right around the world. With global net revenues of $28.7 billion in 2021, we are leading the future of snacking with iconic global and local brands such as Cadbury, Milka and Toblerone chocolate; Oreo, belVita and LU biscuits; Halls candy; Trident gum and Tang powdered beverages. Our mission is to provide the right snack, for the right moment, made the right way.

 

 

Director Nominees

ELECTION OF DIRECTORS – NOMINEES

The Governance, Membership and Sustainability Committee (the “Governance Committee”) recommended and the Board of Directors (the “Board”) nominated each of the ten incumbent directors listed here. The terms of all director nominees elected at the Annual Meeting will end at the 2023 Annual Meeting of Shareholders or when a director’s successor has been duly elected and qualified. Additional information about the director nominees is provided under “Director Nominees for Election at the Annual Meeting” on page 23.

   
2022 PROXY STATEMENT  |  12

Back to Contents

Director Nominees at a Glance

Lewis W.K. Booth

Former Executive Vice President
and Chief Financial Officer,
Ford Motor Company

Age: 73

Director since 2012

White/Male

INDEPENDENT

Charles E. Bunch

Retired Executive Chairman,
PPG Industries, Inc.

Age: 72

Director since 2016

White/Male

INDEPENDENT

Ertharin Cousin

Founder, President and
Chief Executive Officer,
Food Systems For
The Future Institute

Age: 64

Director since 2022

Black/Female

INDEPENDENT

Lois D. Juliber

Former Vice Chairman
and Chief Operating Officer,
Colgate-Palmolive Company

Age: 73

Director since 2007

White/Female

INDEPENDENT

       

Jorge S. Mesquita

Former Chief Executive Officer,

BlueTriton Brands, Inc.

Age: 60

Director since 2012

White/Male

INDEPENDENT

Jane Hamilton Nielsen

Chief Operating Officer and
Chief Financial Officer,
Ralph Lauren Corporation

Age: 57

Director Since 2021

White/Female

INDEPENDENT

Christiana S. Shi

Former President, Direct-to-Consumer,
Nike, Inc.

Age: 62

Director since 2016

White/Female

INDEPENDENT

     

Patrick T. Siewert

Managing Director and Partner,
The Carlyle Group, L.P.

Age: 66

Director since 2012

White/Male

INDEPENDENT

Michael A. Todman

Former Vice Chairman,
Whirlpool Corporation

Age: 64

Director since 2020

Black/Male

INDEPENDENT

Dirk Van de Put

Chairman and
Chief Executive Officer,
Mondelēz International, Inc.

Age: 61

Director since 2017

White/Male

 

 

We Value the Diversity of our Director Nominees

   
2022 PROXY STATEMENT  |  13

Back to Contents

Our Governance Framework

OUR STRONG CORPORATE GOVERNANCE FRAMEWORK PROMOTES THE LONG-TERM INTERESTS OF SHAREHOLDERS AND 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 32, “Compensation Governance” on page 87 and “2023 Annual Meeting of Shareholders” on page 124.

Key practice or policy

Benefits

Lead Director. An independent Lead Director is selected when the Chairman is not independent. The Independent Lead Director has substantive responsibilities, which include:

  engages in planning and approval of meeting schedules and agendas;

  presides over the Board at which the Chairman and CEO is not present, including frequent executive sessions of independent directors;

  conducts the annual Board, committee and individual director self-evaluation process;

  helps develop recommendations for committee structure, membership, rotations and committee chairs; and

  consults with major shareholders.

A highly effective and engaged independent Lead Director:

  enhances independent directors’ input and investors’ perspectives on agendas and discussions;

  fosters candid discussion during regular executive sessions of the independent directors;

  serves as a liaison between the independent directors and the Chairman and CEO;

  facilitates effective communication and interaction between the Board and management; and

  provides feedback to management regarding the Board’s concerns and information needs.

Majority Independent Board. Pursuant to our Guidelines, at least 80% of the directors shall meet the Nasdaq listing standards' independence requirements. Nine of our ten director nominees are independent.

Substantial majority of independent directors in the boardroom and fully independent committees effectively oversee management on behalf of shareholders.

Annual Elections. Shareholders elect directors annually by majority vote.

Strengthens Board, committee and individual director accountability.

Special Meeting of Shareholders. Our Amended and Restated By-Laws ("By-Laws") permit the holders of at least 20% of the voting power of the outstanding stock to call a special meeting of shareholders.

Further strengthens Board accountability and encourages engagement with shareholders regarding important matters.

Proxy Access. Our By-Laws provide for proxy access to enable shareholders who meet the requirements to add their nominee(s) to the proxy statement. Nominating shareholders must own 3% or more of our outstanding Common Stock continuously for at least three years.

Further strengthens Board accountability and encourages engagement with shareholders regarding Board composition.

Regular Self-Assessment. Regular 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.

  Promotes continuous process improvement at the Board and committee levels.

  Provides an opportunity to discuss individual directors’ contributions and performance and to solicit views on improving Board and committee performance.

Tenure/Retirement. Our non-employee directors are subject to term limits and retirement policies.

  Term limits and retirement policies promote ongoing evolution and refreshment.

  Annual self-assessments provide a disciplined mechanism for director input into the Board’s evolution and succession planning process.

  Average tenure for non-employee directors is approximately six years.

Stock Ownership Requirements. Directors must own shares of our Common Stock in an amount equal to five times the annual Board cash retainer within five years of joining the Board.

  Aligns directors' and shareholders’ long-term interests.

  Many directors exceed the minimum requirement.

   
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Key practice or policy

Benefits

Engagement with Shareholders. We regularly engage with shareholders to seek their input on emerging issues, address their questions and understand their perspectives.

In 2021, we reached out to shareholders representing approximately 50% of our outstanding shares and had conversations with 22 different shareholders, representing approximately 40% of our outstanding shares. The independent Lead Director led meetings with investors representing approximately 30% of outstanding shares.

Anti-Hedging Policy. Our Insider Trading Policy prohibits our employees and directors from engaging in transactions involving derivative securities, short-selling or hedging transactions that create an actual or potential bet against Mondelēz International, Inc. or one of its subsidiaries.

Prohibits employees and directors from making money in this way if the price of our stock goes down, thus eliminating an incentive tied to a decrease in our stock price.

Executive Compensation

OVERVIEW OF PAY ELEMENTS AND THEIR ALIGNMENT TO OUR STRATEGY

This table identifies and describes the primary elements of the 2021 executive compensation program for our named executive officers (“NEOs”), including each incentive plan metric’s alignment with our strategy. A more detailed discussion, including definitions of the financial measures used in our Annual Incentive Plan ("AIP") and performance share unit (“PSU”) grants, can be found in the Compensation, Discussion and Analysis ("CD&A") and in Annex A.

(1)

Based on nine KPI goals including Environmental, Social and Governance ("ESG") goals. See Strategic KPI Objectives on page 75 for detail on 2021 KPI goals. 2022 KPI goals for ESG will include end-to-end CO2 reduction.

 

2021 COMPENSATION PROGRAM DESIGN CHANGES

We did not make any material changes to our 2021 design relative to our design in 2020. Our program remains aligned with our compensation strategy and reflects ongoing shareholder feedback.

   
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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 AIP, and stock options and PSUs under the Long-Term Incentive Plan ("LTIP"). 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 is the 2021 total target compensation mix for our CEO and, on average, our other NEOs serving as executive officers on December 31, 2021. This compensation mix includes base pay, target annual incentive and long-term incentive grants. The majority of compensation for both the CEO and the other NEOs is at risk/variable pay.

 

   
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ELECTION OF DIRECTORS

 

How We Build an Experienced and Qualified Board

       
 

OBJECTIVE

The Governance Committee works with the Board to determine the appropriate mix of individuals that will result in a Board that is strong in its collective knowledge, competencies and experiences.

 

HOW WE GET THERE

The Governance Committee identifies, evaluates and recommends to the Board director nominees for election at the Annual Meeting. The Committee invites director nominee suggestions from the directors, management, shareholders and others. In addition, the Governance Committee has retained a third-party executive search firm to assist in identifying and evaluating potential director nominees based on the Board’s recruitment objectives.

 

 

The Governance Committee considers the factors below when selecting and recruiting directors in the annual nomination process.

Relevant Qualifications, Knowledge and Experiences

The Board believes all directors should possess certain attributes, including integrity, sound business judgment and strategic vision, as these characteristics are necessary to establish a competent, ethical and well-functioning board that best represents shareholders’ interests.

Consistent with our Corporate Governance Guidelines (the “Guidelines”), when evaluating the suitability of an individual for nomination to our Board, the Governance Committee considers:

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

the individual's understanding of the Company’s global businesses and markets;

the individual's professional expertise and educational background;

other factors that promote diversity of views, knowledge, experience and backgrounds, including diversity with respect to demographics such as gender, race, ethnicity, national origin and geography;

whether the individual meets various independence requirements, including whether an individual’s service on boards and board committees of other organizations is consistent with our conflicts of interest policy; and

whether the individual can devote sufficient time and effort to fulfill a director’s responsibilities to the Company, given the individual’s other commitments.

See Key Competencies on page 19.

   
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Individual Director Self-Assessments

The Board believes that directors should not expect to be renominated automatically and that directors' qualifications and performance should be evaluated annually.

Annually, all incumbent director nominees complete questionnaires to update and confirm their background, qualifications and skills, and identify any potential conflicts of interest. The Governance Committee, in coordination with the independent Lead Director, assesses the experience, qualifications, attributes, skills, diversity and contributions of each director. The Governance Committee also considers each individual in the context of the Board 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 our shareholders’ interests through the exercise of sound judgment and informed decision-making.

Board Refreshment Through Director Tenure and Age Limits

The Board believes that its composition should provide continuity as well as new experiences and fresh perspectives relevant to the Board’s work.

The annual Board and director self-assessment processes are important determinants in a director’s renomination and tenure.

 

Our Guidelines provide that non-employee directors will have a tenure limit of 15 years. In addition, non-employee directors will not be nominated for re-election to the Board after age 75, except in the case of a non-employee director who first joins the Board between age 70 and 75. In such a case, the director will have a tenure limit of five years.

 

The current Board composition reflects the Board’s commitment to ongoing refreshment and the importance of maintaining a balance of tenure and experience.

The Board Seeks and Values Diversity

The Board’s overall diversity is an important aspect of the director recruitment and nomination process.

The director nominees include four women, represent several national origins, vary in age from 57 to 73, and collectively bring a range of professional and life experiences to the Board. Two self-identify as Black and eight self-identify as white.

 

When assembling the pool of candidates from which directors are selected, the Governance Committee considers criteria including gender, race, ethnicity, national origin and geography, as diversity in those characteristics promotes a diversity of views, knowledge, experience and backgrounds that contributes to a more informed and effective decision-making process. As part of the search process for each new director, the Governance Committee actively seeks out (and will instruct any search firm that it engages to provide) women and minority candidates to include in the pool from which director nominees are chosen. The Governance Committee assesses the effectiveness of the efforts by the Board to promote diversity as part of its annual assessment of the Board's composition.

This year, the Board is renominating ten incumbent directors. Peter W. May, Fredric G. Reynolds and Jean-François M. L. van Boxmeer will not stand for re-election at the Annual Meeting. Patrick Siewert will succeed Mr. van Boxmeer as independent Lead Director, provided he is re-elected to the Board. Effective as of the Annual Meeting, the size of the Board will be reduced to ten.

   
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BOARD COMPOSITION: DIRECTOR QUALIFICATIONS, KNOWLEDGE AND EXPERIENCE

The Governance Committee works with the Board to determine the appropriate mix of individuals that will result in a Board that is strong in its collective qualifications, knowledge, diversity and experience. We believe such a Board is best equipped to fulfill its responsibilities, perpetuate the Company’s long-term success and represent all shareholders’ interests. Based upon its discussions with the Board, the Governance Committee has identified key competencies that are desirable in order for the Board to fulfill its current and future obligations:

Key Competencies

Relevant Experience

INDUSTRY

EXPERIENCE

Industry Experience is vital to reviewing and understanding strategy, and the connections between strategy and the potential acquisition of businesses that offer complementary products or services.

Food and beverage

Consumer products

Global food strategies

SIGNIFICANT

OPERATING

EXPERIENCE

Significant Operating Experience as a current or former executive of a large global company or other large organization gives a director specific insight and expertise that will foster active participation in the development and implementation of the Company’s operating plan and business strategy.

CEO/COO

Manufacturing operations

Retail operations

LEADERSHIP

EXPERIENCE

Leadership Experience gives a director the ability to motivate, manage, identify and develop leadership qualities in others and promotes strong critical thinking and verbal communication skills, as well as diversity of views and thought processes.

CEO/COO or other leadership positions at complex organizations

M&A/alliances/partnerships

Strategic planning

Talent assessment and people development/compensation

SUBSTANTIAL

GLOBAL BUSINESS

AND OTHER INTERNATIONAL EXPERIENCE

Substantial Global Business and Other International Experience are important given the Company’s global presence.

Developed markets

Emerging markets

New media/digital technology/digital commerce

Technology/information technology strategy

Government affairs/regulatory compliance

ACCOUNTING

AND FINANCIAL

EXPERTISE

Accounting and Financial Expertise enables a director to analyze financial statements, capital structure and complex financial transactions, and oversee accounting and financial reporting processes.

CFO

M&A/alliances/partnerships

Financial acumen/capital markets

Cost management

PRODUCT RESEARCH,

DEVELOPMENT

AND MARKETING

EXPERIENCE

Product Research, Development and Marketing Experience in the food and beverage sector or a complementary industry contributes to a director’s ability to oversee efforts to identify and develop new food and beverage products and implement marketing strategies that will improve performance.

Consumer insights and analytics

Research & development

Innovation

   
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Key Competencies

Relevant Experience

PUBLIC

COMPANY BOARD

AND CORPORATE

GOVERNANCE

EXPERIENCE

Public Company Board and Corporate Governance Experience at a large publicly traded company provides a director with a solid understanding of the extensive and complex oversight responsibilities of public company boards and furthers the goals of greater transparency, accountability and protection of shareholders’ interests.

CEO/COO/other governance leadership positions

Government affairs/regulatory compliance

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 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 identify any potential conflicts of interest. The Governance Committee assesses the experience, qualifications, attributes, skills, diversity and contributions of each director. The Governance Committee, in coordination with the independent Lead Director, also considers each individual in the context of the Board 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 our shareholders’ interests through the exercise of sound judgment and informed decision-making.

 

BOARD REFRESHMENT THROUGH DIRECTOR TENURE, AGE LIMITS AND ANNUAL SELF-ASSESSMENTS

The Board believes that its composition should provide continuity as well as new experiences and fresh perspectives relevant to the Board’s work. The Board does not believe that directors should expect to be automatically renominated. Therefore, the annual Board and director self-assessment processes are important determinants in a director’s renomination and tenure. Our Guidelines provide that non-employee directors will have a tenure limit of 15 years. Non-employee directors will not be nominated for re-election to the Board after they turn 75, except in the case of a

   
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non-employee director who first joins the Board between age 70 to 75. In such a case, the director will have a tenure limit of five years.

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 three new directors joining the Board within the last two years.

 

THE BOARD SEEKS AND VALUES DIVERSITY

The Board values diversity, equity and inclusion ("DEI"), 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 geography, as diversity in those characteristics promotes a breadth of views, knowledge and experience that contributes to informed and effective decision-making. The Governance Guidelines state that as part of the search process for each new director, the Governance Committee actively seeks out (and will instruct any search firm that it engages to provide) 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 assesses 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 19.

The Board also embraces and encourages the Company’s DEI 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 DEI. Twice per year, the Board reviews the Company’s DEI strategy, stakeholder interests, risks and progress with our SVP, Chief Global Diversity Officer. Additionally, our SVP, Chief Global Diversity Officer reports progress to the People and Compensation Committee.

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 73, represent several national origins and collectively bring a range of professional and life experiences to the Board’s work. Two director nominees self-identify as Black and eight self-identify as white.

2022 Board Nominee Diversity Matrix (As of March 14, 2022)

Total Number of Directors

10

 

Female

Male

Part I: Gender Identity

Directors

4

6

Part II: Demographic Background

African American or Black

1

1

White

3

5

   
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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 same manner as set forth in the advance notice provisions of our 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

Members of the Board are elected annually by a majority of votes cast if the election is uncontested. The terms of all directors elected at the Annual Meeting will end at the 2023 Annual Meeting of Shareholders or when a director’s successor has been duly elected and qualified.

The Governance Committee recommended, and the Board nominated for election at the Annual Meeting, the ten director nominees listed below under “Director Nominees for Election at the Annual Meeting.” Ms. Cousin, who was appointed to the Board in January 2022, was recommended for consideration by Heidrick & Struggles, an international executive search firm. Shareholders most recently elected 11 incumbent directors and one new director to one-year terms at the 2021 Annual Meeting of Shareholders. Peter W. May, Fredric G. Reynolds and Jean-François M. L. van Boxmeer, who were re-elected by the shareholders at the 2021 Annual Meeting of Shareholders, will not stand for re-election in 2022.

Each director nominee consented to his or her nomination 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.

   
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Director Nominees for Election at the Annual Meeting

 

THE BOARD RECOMMENDS SHAREHOLDERS VOTE FOR THE ELECTION OF EACH
OF THE TEN DIRECTOR NOMINEES LISTED BELOW.

The following information regarding each director nominee is as of March 14, 2022, except as otherwise noted.

Lewis W.K. Booth

Former Executive Vice President and

Chief Financial Officer, Ford Motor

Company

Age 73

DIRECTOR SINCE:

October 2012

White/Male

INDEPENDENT

BOARD

COMMITTEES:

Finance

People and

Compensation

DIRECTOR QUALIFICATIONS:

During his career at Ford, Mr. Booth gained global business experience and led operations in Africa, Asia and Europe. In these and other roles, he successfully implemented major growth initiatives, business restructuring and cost management, and was involved in strategy, product development, marketing and operations.

Mr. Booth held a variety of positions on Ford’s Finance staff. As Ford’s Chief Financial Officer during the 2008 financial crisis, Mr. Booth led a restructuring of Ford’s balance sheet and a return to growth and profitability.

Mr. Booth is a Chartered Management Accountant.

Mr. Booth has extensive public company board and corporate governance experience. He is a former director of Gentherm Incorporated and Rolls-Royce Holdings plc.

Mr. Booth served as Executive Vice President and Chief Financial Officer of Ford Motor Company, a global automobile manufacturer, from November 2008 until his retirement in April 2012. He was Executive Vice President of Ford of Europe, Volvo Car Corporation and Ford Export Operations and Global Growth Initiatives, and Executive Vice President of Ford’s Premier Automotive Group from October 2005 to October 2008. Prior to that, Mr. Booth held various executive leadership positions with Ford, including Chairman and Chief Executive Officer of Ford of Europe, President of Mazda Motor Corporation and President of Ford Asia Pacific and Africa Operations. He worked for Ford in various positions from 1978 to 2012.

Mr. Booth was appointed Commander of the Order of the British Empire in June 2012 for his services to the United Kingdom’s automotive and manufacturing industries.

   
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Charles E. Bunch

Retired Executive Chairman, PPG Industries, Inc.

Age 72

DIRECTOR SINCE:

September 2016

White/Male

INDEPENDENT

BOARD

COMMITTEES:

Governance (Chair)

People and Compensation

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.

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.

Through his service at the Federal Reserve Bank of Cleveland, including as its Chairman, Mr. Bunch gained a deep understanding of the U.S. economy and corporate finance.

Mr. Bunch has extensive public company board and corporate governance experience. He is a director of Marathon Petroleum Corporation, ConocoPhillips and The PNC Financial Services Group, Inc. and a former director of H.J. Heinz Company and PPG.

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 from July 2005 until August 2015; President and Chief Executive Officer from March 2005 until July 2005; President and Chief Operating Officer from July 2002 until March 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.

Mr. Bunch is a former director and chairman of the Federal Reserve Bank of Cleveland and a former director and chairman of the National Association of Manufacturers.

   
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Ertharin Cousin

Founder, President and Chief Executive

Officer, Food Systems For The Future

Institute

Age 64

DIRECTOR SINCE:

January 2022

Black/Female

INDEPENDENT

BOARD

COMMITTEES:

Governance

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.

Ms. Cousin served as U.S. Ambassador to the U.N. Agencies for Food and Agriculture in Rome, representing 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.

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 June 2017. Ms. Cousin previously served at Stanford University as Payne Distinguished Lecturer and Visiting Fellow, Spogli Institute for the Study of International Relations, Center for Food and Environment from September 2017 to June 2019. From April 2012 to April 2017, Ms. Cousin served as Executive Director of the United Nations World Food Programme, the food-assistance branch of the United Nations, and she served as Ambassador and Permanent Representative to the United Nations Food and Agriculture Agencies on behalf of the U.S. Department of State from August 2009 to April 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.

   
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Lois D. Juliber

Former Vice Chairman and Chief Operating Officer, Colgate-Palmolive Company

Age 73

DIRECTOR SINCE:

November 2007

White/Female

INDEPENDENT

BOARD

COMMITTEES:

Governance

People and Compensation (Chair)

DIRECTOR QUALIFICATIONS:

Ms. Juliber brings a global perspective and many years of experience in the food and consumer products industries.

As Vice Chairman and Chief Operating Officer of Colgate-Palmolive, she was responsible for Colgate-Palmolive’s business around the world as well as the company's growth functions, including global marketing and business development, research and development, supply chain operations and information technology.

Ms. Juliber is credited with leading the resurgence of Colgate-Palmolive’s Colgate North America business, which was marked by market share increases, highly successful new products and increased profitability.

Ms. Juliber also has extensive public company board and corporate governance experience. Ms. Juliber is a former director of Corteva, Inc., DowDuPont Inc. (successor of E.I. du Pont de Nemours and Company) and Goldman Sachs Group, Inc.

Ms. Juliber served as Vice Chairman of Colgate-Palmolive Company, a global consumer products company, from 2004 until her retirement in April 2005. She served as Colgate-Palmolive’s Chief Operating Officer from 2000 to 2004; Executive Vice President – North America and Europe from 1997 until 2000; President of Colgate North America from 1994 to 1997; Chief Technology Officer from 1991 until 1994; and was responsible for Colgate's Far East/Asia Division, from 1988 to 1991.

Prior to joining Colgate-Palmolive, Ms. Juliber spent 15 years at Mondelēz International’s predecessor, General Foods Corporation, in a variety of key marketing and general management positions.

   
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Jorge S. Mesquita

Former Chief Executive Officer, BlueTriton Brands, Inc. (as of March 21, 2022)

Age 60

DIRECTOR SINCE:

May 2012

White/Male

INDEPENDENT

BOARD

COMMITTEES:

Audit

Governance

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 company’s business development organization and worked across the company with technology, marketing and finance leaders to develop groundbreaking innovation capabilities.

Mr. Mesquita is known for driving innovation and has led large, complex supply chain organizations.

Mr. Mesquita was born and raised in Mozambique, Africa and is of Portuguese descent. 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.

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 December 2014 until February 2019. He also served on J&J’s Executive Committee and led the Consumer Group Operating Committee. Mr. Mesquita also served as an advisor to Cinven, a U.K. private equity firm, from 2020 to 2021.

Previously, Mr. Mesquita was employed by P&G, 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 March 2012 until June 2013; Group President – Special Assignment from January 2012 until March 2012; Group President, Global Fabric Care from 2007 to 2011; and President, Global Home Care from 2001 to 2007, also serving as President of Commercial Products and President of P&G Professional from 2006 to 2007.

   
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Jane Hamilton Nielsen

Chief Operating Officer and Chief Financial Officer, Ralph Lauren Corporation

Age 57

DIRECTOR SINCE:

May 2021

White/Female

INDEPENDENT

BOARD

COMMITTEES:

Audit

Finance

DIRECTOR QUALIFICATIONS:

Ms. Nielsen has extensive financial experience gained during her service as Chief Operating Officer and Chief Financial Officer at Ralph Lauren and as Chief Financial Officer at Coach. She also spent 15 years in PepsiCo's financial organization.

Ms. Nielsen brings 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.

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 September 2016 and its Chief Operating Officer since April 2019. She leads Ralph Lauren's global technology, finance, business development, 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 September 2011 to August 2016. Prior to that, Ms. Nielsen spent 15 years at PepsiCo, Inc. and Pepsi Bottling Group, a global snack and beverage company, 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.

   
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Christiana S. Shi

Former President, Direct-to-Consumer, Nike, Inc.

Age 62

DIRECTOR SINCE:

January 2016

White/Female

INDEPENDENT

BOARD

COMMITTEES:

Governance

People and Compensation

DIRECTOR QUALIFICATIONS:

During her career at McKinsey, Ms. Shi worked across North America, Europe, Latin America and Asia providing leadership, expertise and strategic vision to senior executives of Fortune 200 consumer companies. She designed and led performance transformation programs, developed cross-channel marketing and merchandising programs, and drove market entry work.

In her various roles at Nike, Ms. Shi led Nike’s global digital commerce business and retail organization, as well as real estate, finance, supply chain operations and information technology.

With her deep knowledge of digital commerce, Ms. Shi helped lead a significant transformation and accelerated growth in Nike’s digital commerce capabilities.

Ms. Shi has extensive public company board and corporate governance experience. She is a director of United Parcel Service, Inc. She is a former director of West Marine, Inc. and Williams Sonoma, Inc.

Ms. Shi served as President, Direct-to-Consumer of Nike, Inc., a global provider of athletic footwear and apparel, from July 2013 until her retirement in September 2016. From 2012 to 2013, she served as Nike’s Vice President and General Manager, Global Digital Commerce. From 2010 to 2012, she served as Nike’s Chief Operating Officer for Global Direct-to-Consumer. Ms. Shi is a principal of Lovejoy Advisors, LLC, an advisory services firm for digitally transforming consumer and retail businesses, which she founded in November 2016.

Prior to joining Nike, Ms. Shi spent 24 years at McKinsey & Company, a global management consulting firm, in various roles including ten years as Director and Senior Partner. Ms. Shi has served as a senior advisor for McKinsey’s Consumer Digital Practice since August 2020.

From 1981 to 1984, Ms. Shi served in various trading, institutional sales and investment banking roles at Merrill Lynch & Company.

   
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Patrick T. Siewert

Managing Director and Partner,
The Carlyle Group, L.P.

Age 66

DIRECTOR SINCE:

October 2012

White/Male

INDEPENDENT

BOARD

COMMITTEES:

Audit

Finance (Chair)

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 led business operations globally and in Europe, Africa and 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 Avery Dennison Corporation.

Mr. Siewert has served as a Managing Director and Partner for The Carlyle Group, L.P., a global alternative asset management firm, since April 2007.

From 2001 to 2007, he 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.

 

Michael A. Todman

Former Vice Chairman,

Whirlpool Corporation

Age 64

DIRECTOR SINCE:

May 2020

Black/Male

INDEPENDENT

BOARD

COMMITTEES:

Audit

Governance

DIRECTOR QUALIFICATIONS:

Mr. Todman has broad leadership experience, including leading a $10 billion international business unit.

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.

Mr. Todman served as Vice Chairman of Whirlpool Corporation, a major home appliance company, from November 2014 until his retirement in December 2015, and as a member of the Board of Directors from 2006 to December 2015. Prior to that, Mr. Todman was President, Whirlpool International, from 2009 to 2014 and President, Whirlpool North America, from 2007 to 2009. Mr. Todman was employed by Whirlpool beginning in 1993 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.

   
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Dirk Van de Put

Chairman and Chief Executive Officer,

Mondelēz International, Inc.

Age 61

DIRECTOR SINCE:

November 2017

White/Male

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.

Mr. Van de Put brings a global perspective, 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 former director of Keurig Dr Pepper Inc. and Mattel, Inc.

Mr. Van de Put became Chief Executive Officer of Mondelēz International and joined the Company’s Board of Directors in November 2017. He became Chairman 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 also served as 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, he served as President, Coca-Cola Caribbean, and as Vice President, Value Chain Management, Coca-Cola Brazil with Coca-Cola. From 1986 to 1997, he held a variety of roles with Mars, 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.

   
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CORPORATE GOVERNANCE

 

This section describes our governance policies, key practices, Board leadership structure and oversight functions. 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 upholding its fiduciary responsibilities and to promote accountability with, and 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 and structure, responsibilities of the Board’s committees, 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/policy

 

Benefits

Shareholders elect directors annually by majority vote in uncontested elections.

 

Strengthens Board, committee and individual director accountability.

By-Laws provide for proxy access, enabling substantial shareholders to add their nominee(s) to the proxy. Key parameters:

Minimum Ownership Threshold: 3% or more of the outstanding Common Stock;

Ownership Duration: continuously for at least 3 years;

Nominating Group Size: up to 20 shareholders may aggregate holdings to meet the minimum ownership threshold; and

Maximum Nominations Permitted: greater of 20% of the Board or 2 nominees.

 

Further strengthens Board accountability and encourages engagement with substantial shareholders regarding Board composition.

By-Laws allow shareholders of record of at least 20% of the voting power of the outstanding stock to call a special meeting of shareholders.

 

Further strengthens Board accountability and encourages engagement with substantial shareholders regarding important matters.

We regularly engage with shareholders to seek their input on emerging issues, address their questions and understand their perspectives. 

 

The independent Lead Director is available for consultation with our major shareholders.

 

Allows shareholders to regularly provide feedback on the Company’s strategy, governance, compensation and sustainability practices.

 

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Key practice/policy

 

Benefits

Our independent Lead Director has substantive responsibilities: engages in planning and approval of meeting schedules and agendas; presides over frequent executive sessions of independent directors; assists with communication between management and the directors; provides input into the design of the annual Board, committee and individual director self-evaluation process; and consults with major shareholders.

 

A highly effective and engaged independent Lead Director:

Reviews and approves agendas in advance of Board meetings as well as the content of Board meeting materials;

Fosters candid discussion during regular executive sessions of the independent directors;

Facilitates effective communication and interaction between the Board and management;

Conducts the annual Board, committee and individual director self-evaluation process; and

Provides feedback to management regarding Board concerns and information needs.

The Guidelines provide that the Chairman and CEO generally should be the only member of management to serve as a director.

 

Majority independent directors in the boardroom and fully independent committees effectively oversee management on behalf of shareholders.

Regular 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 as well as solicit their views on improving Board and committee performance.

Non-employee director tenure and retirement policies:

All non-employee directors have a tenure limit of 15 years.

Non-employee directors will not be nominated for election to the Board after their 75th birthday unless they first join the Board between age 70 and 75, in which case they may serve for five years.

 

Tenure and retirement policies promote ongoing evolution and refreshment.

Annual self-assessments provide a disciplined mechanism for director input into the Board evolution and succession planning process.

Average tenure for current non-employee directors is approximately six years.

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. A committee chair leads a Board discussion of a topic relevant to that committee’s remit.

 

Allows the Board to discuss substantive issues, including matters concerning management, without management present.

Annually, the People and Compensation Committee sets goals for and evaluates the Chairman and CEO’s performance. The People and Compensation Committee seeks input from the other directors before deciding on a performance rating and compensation actions.

 

Enhances management accountability.

 

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Key practice/policy

 

Benefits

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.

 

The Company’s goals and executive compensation design are tied to a number of metrics critical to achieving the strategic plan and promoting long-term shareholder returns.

A director who serves as CEO at another public company should not serve on more than two public company boards in addition to our board. Other directors should not serve on more than four public company boards, including our board. Guidelines provide that the Governance Committee actively seeks out (and instructs any search firm it engages to provide) women and minority candidates to include in the pool from which director nominees are chosen.

 

All directors comply with this policy.

Directors have sufficient time to fulfill their duties to the Company.

Maintaining a diverse Board with varying backgrounds, skills, expertise, gender and race promotes diversity, equity and inclusion in decision-making and oversight.

 

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 prior to joining any committees. 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 Board visits to Company facilities and during Board and committee meetings. Prior to the COVID-19 pandemic, individual directors experienced our Direct Store Delivery model by riding with one of our drivers during an assigned route, met with employees involved in our e-commerce initiatives and observed a Line of the Future during production at our factories. We anticipate these activities will resume in 2022. We also regularly conduct voluntary educational sessions for directors on a variety of topics relevant to the Company. In 2021, these sessions focused on Well-being, sustainability and ESG.

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

 

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Board Leadership Structure

 

The Board has a 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 Chairman, 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 needed. 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 Chairman and Chief Executive Officer. The independent Lead Director also serves as a direct point of contact for shareholders, and in Fall 2021 led engagements with investors holding approximately 30% of our outstanding shares. The independent Lead Director also frequently confers with the other independent directors on various Board and Company matters. Finally, the independent directors also may assign 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 shareholder engagement.

 

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

Our Board is led by Mr. Van de Put, the Chairman and CEO, together with Mr. van Boxmeer, our independent Lead Director. In addition, each Board committee is composed entirely of independent directors and each committee has a clearly defined area of oversight regarding key risks and Company functions.

Messrs. Van de Put and van Boxmeer work closely together. The Board believes that they, together with our independent committee chairs, provide appropriate leadership and oversight of the Company and facilitate effective 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 most of our peers, and we have made sustained progress against our ESG goals.

 

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MR. VAN DE PUT

 

MR. VAN BOXMEER

Chairman since 2018

 

Lead Director since 2020

The Board carefully considered its leadership structure, including whether the role of Chairman should be a non-executive position or combined with that of the CEO. Following due consideration, the Board concluded that combining these roles best positions Mr. Van de Put to:

promote shareholders’ interests and contribute to the Board’s efficiency and effectiveness because of his knowledge of the Company, the food industry and the competitive environment in which we operate;

promote the alignment of our strategic and business plans;

inform the Board about our global operations and critical business matters including oversight of the Company’s risk management process; and

discuss with the Board key risks and management’s responses to them.

 

 

 

The independent directors selected Mr. van Boxmeer because he:

is well-positioned to lead a high-performing Board by keeping it focused, coordinating across committees and facilitating effective information flow to the directors given his experience serving on multiple Board committees, as well as experience as Chairman of Vodafone and prior experience as former Executive Chairman and Chief Executive Officer of Heineken;

builds a productive relationship between the Board and Mr. Van de Put by providing him with candid, constructive feedback from the Board;

serves as a contact person for our shareholders and is actively engaged in shareholder outreach; and

is deeply engaged in the Company’s commitment to create a positive impact on the world while driving business performance.

Mr. van Boxmeer will not stand for re-election as a director. Mr. Siewert will succeed Mr. van Boxmeer as independent Lead Director, provided he is re-elected to the Board at the Annual Meeting.

INDEPENDENT LEAD DIRECTOR ROLE AND RESPONSIBILITIES

The Board created the independent Lead Director position to 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 Chairman and the other independent directors. The independent directors annually select the independent Lead Director for a one-year term.

 

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The independent Lead Director has significant authority and responsibilities that protect shareholders’ 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:

Serve as liaison between the independent directors and the Chairman and CEO;

Seek input from the independent directors and advise the Chairman and CEO as to an appropriate annual schedule of, and major agenda topics and content of related briefing materials for, regular Board meetings prior to Board review;

Review and approve meeting agendas as well as the content of Board briefing materials;

Review and approve the allocation of time between the Board and committee meetings;

Preside at Board meetings at which the Chairman and CEO is not present, including executive sessions of the independent directors and, as appropriate, apprise the Chairman of the topics considered;

Call meetings of the independent directors or of the Board as needed;

Facilitate effective communication and interaction between the Board and management;

Serve as an ex officio non-voting member of all Board committees;

Provide input into the design of the annual Board, committee and individual director self-evaluation process;

Work with the Governance Committee to develop recommendations for committee structure, membership, rotations and committee chairs;

Be available for consultation and direct communication with the Company’s major shareholders; and

Perform such other duties as the Board may from time to time delegate to the independent Lead Director.

Director Independence

ALL DIRECTORS ARE INDEPENDENT EXCEPT FOR OUR CHAIRMAN AND CEO

The Guidelines require that at least 80% of our directors meet the Nasdaq listing standards’ independence requirements. In order to determine that a director is independent, the Board must affirmatively determine, after reviewing all relevant information, that a 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 the following directors are independent: Lewis W.K. Booth, Charles E. Bunch, Ertharin Cousin, Lois D. Juliber, Peter W. May, Jorge S. Mesquita, Jane Hamilton Nielsen, Fredric G. Reynolds, Christiana S. Shi, Patrick T. Siewert, Michael A. Todman and Jean-François M. L. van Boxmeer. The Board also determined that former director Debra A. Crew was independent during the time that she served as a director in 2021.

Mr. Van de Put is not independent because he is a Mondelēz International employee.

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.

 

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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, research and development paired with dividend growth and share repurchases.

Our Board also oversees our ESG strategy, progress, alignment with purpose, stakeholder interests and strategic risk, and reviews progress on evolving our growth culture and our DEI goals. Specific responsibilities are delegated to committees. The Governance Committee oversees our ESG framework, including critical issues, KPI performance and strategic communications; consumer well-being, environmental and social sustainability; and Board ESG education and capabilities. The People and Compensation Committee oversees our DEI priorities, including hiring practices and pay equity tracking, as well as employee well-being matters and ESG KPIs for incentive plans. The Audit Committee oversees our safety priorities and goals, as well as ESG-related frameworks, disclosures, controls and assurance.

Board Oversight of Risk Management

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

Management is responsible for the day-to-day assessment, management and mitigation of risk. The Board has ultimate responsibility for risk oversight, but it has delegated primary responsibility for overseeing risk assessment and management to the Audit Committee. Pursuant to its charter, the Audit Committee regularly and at least annually reviews and discusses our enterprise risk management (“ERM”) process, and global and business unit assessment and risk mitigation results.

Our ERM process is ongoing and implemented at all levels of our operations and across business units to identify, assess, monitor, manage and mitigate risk. Our ERM process facilitates open communication between management and the Board, so that the Board and committees understand 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.

Annually, the Audit Committee reviews and approves management’s recommendation for allocating to the full Board or another committee, or retaining for itself, responsibility for reviewing and assessing key risk exposures and management’s response to those exposures.

Management 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. Management also attends Board and committee meetings to discuss these reports and provide any updates. The committees report key risk discussions to the Board following their meetings. Board members may also further discuss the risk management process directly with members of management.

 

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During 2021, the Board and committees reviewed and assessed risks related to our business and operations as shown below. The Board annually reviews and sometimes reallocates responsibilities among committees. Accordingly, the allocation of responsibilities and/or descriptions of risk categories shown in this table may change during 2022.

 

 

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Board Oversight of Human Capital Management and Corporate Culture

 

HUMAN CAPITAL MANAGEMENT

Our Board recognizes that our employees are our greatest asset and is actively engaged in human capital management throughout the organization. The People and Compensation Committee 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, and diversity policies, objectives and programs.

Talent Development

At the executive level, the People and Compensation Committee, 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 People and Compensation Committee also focuses on plans for developing our mid-level talent into our future leaders, and 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, 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, benefits and appropriate training that provide growth, developmental opportunities and multiple career paths with the Company.

Diversity, Equity and Inclusion

To build on our significant progress on DEI initiatives over the last several years and to continue to further our progress, the Board uses a governance model that includes full Board reviews twice per year of the Company’s approach and response to diversity, equity and inclusion. The Board is involved and aligned with management, including our Mondelēz Leadership Team and SVP, Chief Global Diversity Officer, on these DEI commitments and initiatives.

To reinforce these commitments and initiatives, we include specific DEI metrics as a part of the strategic scorecard within our AIP for our CEO and other senior leaders. These metrics include women in leadership globally and Black representation in our U.S. management team. At the end of 2021, women held 39% of executive leadership roles (defined as the Mondelēz Leadership Team plus one level below), significantly closing the gap to the balance of the organization, and 27% of the CEO’s management leadership team roles. We are exceeding our expected annual progress on our goal to double the percentage of Black representation in U.S. management by 2024. For our U.S. leadership, Black employees held 5.1% of management roles (defined as Director and above) at the end of 2021 and 3.2% at the end of 2020, a 1.9 percentage point (“pp”) increase.

Workplace Safety

The Audit Committee oversees our safety performance and reviews with management our safety priorities and initiatives. To promote a strong culture of safety and prioritize keeping a 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 safety.

 

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In response to the COVID-19 pandemic, we implemented strict health and safety protocols and took appropriate measures in our facilities. To support our colleagues and promote a diverse and sustainable workforce, we launched “The Right You,” a 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, and strategies to adopt and maintain healthy behaviors and ensures clarity for all employees on the resources that are available.

 

CORPORATE CULTURE

Our Board believes that a positive corporate culture is vitally important to our success and oversees 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 employees and have engaged with them in person in the pre-COVID-19 pandemic through activities such as walking the floors of our offices, and periodic plant and in-market visits. These visits provide directors with an opportunity to assess our culture and interact with employees outside the senior management team, and we anticipate that these activities will resume in 2022.

Each year the Board reviews our global employee engagement survey results. The survey provides rich data for our leaders and a benchmark to other companies, and we create action plans at global, regional, functional and managerial levels.

For additional details on talent and development initiatives, our DEI initiatives, workplace safety and wellness, and our engagement survey, please see the Human Capital section of our 2021 Form10-K.

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 for good reason due to conflicts or unforeseen circumstances.

The Board held nine meetings during 2021. The Board acted by unanimous written consent two times.

During 2021, Mmes. Juliber and Shi and Messrs. Bunch, May, Reynolds, Siewert, Todman and Van de Put attended 100% of the meetings of the Board and all committees on which they served during the period that he or she served. Ms.Nielsen and Messrs. Booth, Mesquita and van Boxmeer attended at least 78% of meetings of the Board and all committees on which they served during the period that he or she served. Ms. Crew did not stand for re-election at the 2021 annual meeting of shareholders and was unable to attend certain meetings at the end of her tenure, bringing her attendance to 43%.

All of the then-incumbent directors and director nominees except Ms. Crew attended the 2021 annual meeting of shareholders.

 

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Codes of Conduct

CODE OF BUSINESS CONDUCT AND ETHICS FOR NON-EMPLOYEE DIRECTORS

We have adopted the Code of Business Conduct and Ethics for Non-Employee Directors that fosters a culture of honesty and integrity, focuses on areas of ethical risk, guides non-employee directors in recognizing and handling ethical issues, and provides mechanisms to report unethical conduct. Annually, each non-employee director must acknowledge in writing that he or she has received, reviewed and understands the Code of Business Conduct and Ethics for Non-Employee Directors.

EMPLOYEE CODE OF CONDUCT

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

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.

Articles of Incorporation

By-Laws

Corporate Governance Guidelines

Board Committee Charters

Code of Business Conduct and Ethics for Non-Employee Directors

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

We intend to disclose in the Corporate Governance section of our website any amendments to the Code of Business Conduct and Ethics for Non-Employee Directors or 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 the following persons and their immediate family members: directors, executive officers and shareholders beneficially owning more than 5% of our outstanding Common Stock. 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 any 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, then the Governance Committee reviews and 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.

 

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

the commercial reasonableness of the transaction;

the materiality of the related person’s direct or indirect interest in the transaction;

whether the transaction may involve an actual conflict of interest or create the appearance of one;

the impact of the transaction on the related person’s independence (as defined in the Guidelines and the Nasdaq listing standards); and

whether the transaction would violate any provision of the Code of Business Conduct and Ethics for Non-Employee Directors or the Code of Conduct.

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, 2021

On February 3, 2022, 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, 2021. During 2021, 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 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 $2.89 million during 2021. 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 2022 for similar services. Fees, based on plan asset value, are paid quarterly on a lag basis.

Anti-Hedging Policy

Our Insider Trading Policy prohibits our employees, including our executive officers, and our directors (together, “Mondelēz International Personnel”) from engaging in transactions involving Mondelēz International, Inc.-based or Mondelēz International, Inc. subsidiary-based derivative securities, short-selling or hedging transactions that create an actual or potential bet against Mondelēz International, Inc. or one of its subsidiaries. Derivative securities include options, warrants, convertible securities, stock appreciation rights or similar rights whose value is derived from the value of an equity security, such as Mondelēz International, Inc. stock. This prohibition includes, but is not limited to, trading in Mondelēz International, Inc.-based or Mondelēz International, Inc. subsidiary-based option contracts (for example, buying and/or writing puts and calls or transacting in straddles). This prohibition also applies to family members who reside with Mondelēz International Personnel, others who live in their households (except tenants or staff), any family members who do not live in their households but whose transactions in securities they direct or are subject to their influence or control, any corporations or other business entities controlled or managed by Mondelēz International Personnel and any trusts of which Mondelēz International Personnel are the trustee or over which they otherwise have investment control.

 

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Shareholder Outreach and Communications with the Board

As part of our effort to better understand our shareholders’ perspectives, we regularly engage with our shareholders, seeking their input and views on various matters. Since our 2021 Annual Meeting of Shareholders, non-employee directors and members of senior management have conducted comprehensive shareholder engagement. We reached out to shareholders representing approximately 50% of our outstanding shares, engaged with 22 different shareholders, representing approximately 40% of our outstanding shares, and the independent Lead Director led conversations with shareholders representing approximately 30% of our outstanding shares. In addition, we engaged with shareholders at roundtables and corporate governance forums. During the engagements, we discussed a variety of topics, including the Company’s business strategy, executive compensation and environmental, social and governance matters. These discussions were very productive, and we appreciate that our shareholders took the time to share their perspectives and questions with us. The Board values our shareholders’ perspectives, and the feedback we received during these conversations was shared with the Board, the People and Compensation Committee, and the Governance Committee, and it continues to inform our policies and practices. For more information on our shareholder engagement, see “Shareholder Engagement on Executive Compensation” on page 68.

Interested parties 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.

 

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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 the Governance Committee’s recommendations.

The Board currently has four standing committees: Audit; Finance; Governance, Membership and Sustainability; and People and Compensation. 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. Committees may retain outside legal, financial and other advisors at the Company’s expense. In addition, directors may attend the meetings of any committee of which they are not a member.

Committee Membership

 

As of March 14, 2022

Audit

Committee

Finance

Committee

Governance,

Membership and

Sustainability

Committee

People and

Compensation

Committee

Lewis W.K. Booth

 

 

Charles E. Bunch

 

 

Ertharin Cousin

 

 

 

Lois D. Juliber

 

 

Peter W. May*

 

 

Jorge S. Mesquita

 

 

Jane Hamilton Nielsen

 

 

Fredric G. Reynolds*

 

 

Christiana S. Shi

 

 

Patrick T. Siewert

 

 

Michael A. Todman

 

 

Jean-François M. L. van Boxmeer*+

 

 

 

 

Total Number of Committee Meetings During 2021

10

7**

6

7

*

Peter W. May, Fredric G. Reynolds and Jean-François M. L. van Boxmeer will not stand for re-election to the Board.

**

The Finance Committee acted once by unanimous written consent.

+

As Lead Director, Mr. van Boxmeer is an ex-officio non-voting member of all committees.

Member

Chair

 

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Audit Committee

The Board established the Audit Committee in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934 (the “Exchange Act”). The Board has determined that all of the Audit Committee members are independent within the meaning of the Nasdaq listing standards and Rule 10A-3 of the Exchange Act. The Board also determined that all Audit Committee members are able to read and understand financial statements in accordance with Nasdaq listing standards and are financially literate in accordance with the New York Stock Exchange listing standards. The Board has determined that director nominees Jane Hamilton Nielsen, Patrick T. Siewert and Michael A. Todman are audit committee financial experts” within the meaning of SEC regulations and have financial sophistication in accordance with Nasdaq listing standards. The Board has also determined that Frederic G. Reynolds, who will not stand for re-election, is also an audit committee financial expert within the meaning of the SEC regulations. No Audit Committee member received any payments in 2021 from us other than compensation for service as a director.

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, including review of their qualifications, independence and performance.

Among other duties, the Audit Committee also oversees:

the integrity of our financial statements, our accounting and financial reporting processes, and our systems of internal control over financial reporting and safeguarding our assets;

our compliance with legal and regulatory requirements;

the qualifications, independence and performance of our independent auditors;

the performance of our internal auditors and internal audit functions;

our safety priorities and goals, as well as ESG-related frameworks, disclosures, controls and assurance;

our technology and cybersecurity risk, including risk mitigation; and

our guidelines and policies with respect to risk assessment and risk management.

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/about-us/compliance-and-integrity for information about reporting options.

 

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AUDIT COMMITTEE REPORT FOR THE YEAR ENDED DECEMBER 31, 2021

Management has primary responsibility for Mondelēz International’s financial statements and the reporting process, including the systems of internal control over financial reporting. Our role as the Audit Committee of the Mondelēz International Board of Directors is to oversee Mondelēz International’s accounting and financial reporting processes and audits of its financial statements. We also emphasize the Board’s commitment to compliance and ethical conduct throughout the organization. In addition, in 2021 we assisted the Board in its oversight of:

Mondelēz International’s compliance with legal and regulatory requirements;

Mondelēz International’s independent registered public accountants’ qualifications, independence and performance;

The performance of Mondelēz International’s internal auditor and the internal audit function; and

Mondelēz International’s risk assessment and risk management guidelines and policies.

Our duties include overseeing Mondelēz International’s management, the internal audit department and PricewaterhouseCoopers LLP, Mondelēz International’s independent registered public accountants, in their performance of the following functions, for which they are responsible:

Management

Preparing Mondelēz International’s consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”);

Assessing and establishing effective financial reporting systems and internal controls and procedures; and

Reporting on the effectiveness of Mondelēz International’s internal control over financial reporting.

Internal Audit Department

Assessing management’s system of internal controls and procedures; and

Reporting on the effectiveness of that system.

Independent Registered Public Accountants

Auditing Mondelēz International’s financial statements;

Issuing an opinion about whether the financial statements conform with U.S. GAAP; and

Annually auditing the effectiveness of Mondelēz International’s internal control over financial reporting.

Periodically, we meet both independently and collectively with management, the internal auditor and/or the independent registered public accountants to, among other things:

Discuss the quality of Mondelēz International’s accounting and financial reporting processes and the adequacy and effectiveness of its internal controls and procedures;

Review significant audit findings prepared by each of the independent registered public accountants and internal audit department, together with management’s responses;

Review the overall scope and plans for the audits by the internal audit department and the independent registered public accountants;

Review matters related to the conduct of the independent registered public accountant’s audit;

Review any critical audit matter identified in the independent registered public accountant’s report;

Review critical accounting policies, the implementation of new accounting standards and the significant estimates and judgments management used in preparing the financial statements and their appropriateness for Mondelēz International’s business and current circumstances; and

Review Mondelēz International’s earnings releases and its use of non-GAAP financial measures.

 

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In addition to the activities outlined above, in 2021 we reviewed with management, among other things:

The continued impacts of COVID-19 on the processes and matters over which we have oversight;

The Company’s ESG reporting and disclosures in its SEC filings and the evolving ESG regulatory landscape, including increased regulatory focus on climate change;

Guidelines and policies with respect to Mondelēz International’s overall risk assessment and risk management, including its enterprise risk management process and specific risks identified in that process, including commodity and foreign exchange risks;

Mondelēz International’s information technology and cybersecurity risk management and business continuity planning, including three briefings by the Company’s Chief Information Officer on information security matters and discussions on cybersecurity with the Company’s Chief Information Security Officer, the internal audit department and an external consultant;

Health and safety and compliance matters;

Significant legal and regulatory matters;

The U.S. and non-U.S. tax regulatory environment; and

External ratings related to the performance of our duties of oversight.

Prior to Mondelēz International’s filing of its Annual Report on Form 10-K for the year ended December 31, 2021, with the SEC, we also:

Reviewed and discussed the audited financial statements with management and the independent registered public accountants;

Discussed with the independent registered public accountants the items the independent registered public accountants are required to communicate to the Audit Committee in accordance with the applicable requirements of the Public Company Accounting Oversight Board and the SEC;

Received from the independent registered public accountants the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accountants’ communications with us concerning independence; and

Discussed with the independent registered public accountants their independence from Mondelēz International, including reviewing non-audit services and fees to assure compliance with (i) regulations prohibiting the independent registered public accountants from performing specified services that could impair their independence, and (ii) Mondelēz International’s and the Audit Committee’s policies.

Based upon the review and discussions described in this report and without other independent verification, and subject to the limitations of our role and responsibilities outlined in this report and in our written charter, we recommended to the Board, and the Board approved, that the audited consolidated financial statements be included in Mondelēz International’s Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC on February 4, 2022.

Audit Committee:
Fredric G. Reynolds, Chair
Jorge S. Mesquita
Jane Hamilton Nielsen
Patrick T. Siewert
Michael A. Todman

 

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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.

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 2021 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 2021 and 2020 were:

 

2021

2020

Audit Fees

$16,149,000

$15,493,000

Audit-Related Fees

719,000

689,000

Tax Fees

186,000

32,000

All Other Fees

30,000

10,000

Total

$17,084,000

$16,224,000

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 employee benefit plan audits and procedures related to various other audit and special reports.

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

All Other Fees include fees for seminars and use of accounting research and reporting tools.

All fees above include out-of-pocket expenses.

Finance Committee

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

at least annually, the Company’s long-term capital structure, including financing plans, projected financial structure, funding requirements, target credit ratings and return on invested capital;

authorization of issuances, sales or repurchases of equity and debt securities;

the Company’s external dividend policy and dividend recommendations;

 

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proposed acquisitions, divestitures, joint ventures, investments, asset sales and purchase commitments for services in excess of $100 million; and

Board authorization and delegation levels with respect to financing matters.

The Finance Committee also reviews and discusses with management:

results of transactions such as acquisitions, divestitures, joint ventures and investments in excess of $100 million; and

the cash-flow impact of non-debt obligations, including funding pension and other post-retirement benefit plans.

Governance, Membership and Sustainability Committee

The Governance Committee’s charter sets out its responsibilities. Among other duties, the Governance Committee’s activities include:

at least annually, reviewing the characteristics, skills, knowledge, experience for identifying and evaluating directors and recommend changes to the Board, if any;

reviewing candidates’ qualifications for Board membership consistent with criteria determined by the Board;

considering the performance and suitability of incumbent directors for re-election and recommending to the Board a slate of nominees for each annual meeting of shareholders and candidates to be appointed to the Board as necessary to fill vacancies and newly created directorships;

making recommendations to the Board as to directors’ independence and related person transactions;

making recommendations to the Board concerning the functions, composition and structure of the Board and its committees;

recommending the frequency of Board meetings and content of Board agendas;

recommending to the Board the directors’ retirement age;

advising and making recommendations to the Board on corporate governance matters, including the Corporate Governance Guidelines and the annual self-assessment process for the Board, its committees and its directors;

administering the Code of Business Conduct and Ethics for Non-Employee Directors and monitoring directors’ compliance with our stock ownership guidelines;

overseeing policies and programs related to corporate citizenship, social responsibility and public policy issues significant to Mondelēz International such as sustainability and environmental responsibility; food labeling, marketing and packaging; and philanthropic and political activities and contributions;

overseeing our ESG framework, including critical issues, KPI performance and strategic communications; consumer well-being, environmental and social sustainability; and Board ESG education and capabilities;

monitoring issues, trends, internal and external factors and relationships that may affect Mondelēz International’s public image and reputation and the food and beverage industry; and

monitor significant developments in the regulatory environment.

 

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.

 

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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 U.S. Congress. A list of 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 People and Compensation Committee members are independent within the meaning of the Nasdaq listing standards, including the heightened independence criteria for People and Compensation Committee members. All are “non-employee” directors under SEC rules and outside directors under the Internal Revenue Code of 1986, as amended (the “Code”). None of the People and Compensation Committee’s members are or were:

an officer or employee of Mondelēz International;

a participant in a related person transaction required to be disclosed under Item 404 of Regulation S-K (for a description of our policy on related person transactions, see “Review of Transactions with Related Persons” on page 42); or

an executive officer of another entity at which one of our executive officers serves on the board of directors or the compensation committee.

RESPONSIBILITIES

The People and Compensation Committee’s charter sets out its responsibilities, which include:

establishing our executive compensation philosophy;

determining the group of companies the People and Compensation Committee uses to benchmark executive and director compensation;

assessing the appropriateness and competitiveness of our executive compensation programs;

reviewing and approving the CEO’s goals and objectives, evaluating the CEO’s performance against those goals and objectives and, based upon its evaluation, determining both the elements and amounts of the CEO’s compensation;

reviewing and approving the compensation of the CEO’s direct reports and other officers subject to Section 16(a) of the Exchange Act;

determining annual incentive compensation, equity grants and other long-term incentive grants and awards under our incentive plan;

determining the Company’s policies governing options and other stock grants;

making recommendations to the Board regarding incentive plans requiring shareholder approval and approving eligibility for and design of executive compensation programs implemented under those plans;

reviewing our compensation and benefits policies and practices as they relate to our risk management practices and risk-taking incentives, and reviewing proposed material changes to those policies and practices;

 

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reviewing periodically the Company’s key human resources policies and practices related to organizational engagement and effectiveness, talent sourcing strategies and employee development programs;

overseeing the management development and succession planning process (including emergency planning) for the CEO and his direct reports;

reviewing key human resource policies and practices, including our policies, objectives and programs related to diversity, and periodically reviewing our performance on DEI;

monitoring executive officers’ compliance with our stock ownership guidelines;

benchmarking independent director compensation and considering the appropriateness of the form and amount of independent director compensation;

advising the Board regarding the compensation of independent directors;

reviewing and discussing with management the CD&A and preparing and approving the People and Compensation Committee’s report to shareholders included in our Proxy Statement;

assessing the independence of the People and Compensation Committee’s outside advisors and at least annually assessing whether the work of its compensation consultants has raised any conflict of interest that must be disclosed in our annual report and Proxy Statement; and

assessing the results of the Company’s most recent advisory vote on executive compensation.

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

 

THE PEOPLE AND COMPENSATION COMMITTEE’S USE OF AN INDEPENDENT COMPENSATION CONSULTANT

The People and Compensation Committee retains an independent compensation consultant to assist in evaluating executive compensation programs and advise regarding the amount and form of executive and director compensation. It uses a consultant to provide additional assurance that our executive and director compensation programs are reasonable, competitive and consistent with our objectives. It directly engages the consultant under an engagement letter that the People and Compensation Committee reviews at least annually.

Since August 2019, the People and Compensation Committee has retained Semler Brossy as its independent compensation consultant. Annually, the People and Compensation Committee reviews Semler Brossy’s engagement. During 2021, Semler Brossy provided the People and Compensation Committee advice and services, including:

regularly participating in People and Compensation Committee meetings, including executive sessions that exclude management;

consulting with the People and Compensation Committee Chair and being available to consult with other committee members between meetings;

advising on the composition of the Compensation Survey Peer Group and the Performance Peer Group (as described on page 84) used for benchmarking pay, incentive design and performance;

providing competitive peer group compensation data for executive positions and evaluating how the compensation we pay the NEOs (as described on page 84) relates both to the Company’s performance and to how peers compensate their executives;

analyzing best practices and providing advice about design of the annual and long-term incentive plans, including selecting performance metrics and ranges;

 

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updating the People and Compensation Committee on executive compensation trends, issues and regulatory developments;

advising on our proxy statement and CD&A, and supporting our efforts in shareholder outreach on the compensation program; and

benchmarking, assessing and recommending non-employee director compensation.

For the year ended December 31, 2021, Semler Brossy provided no services to Mondelēz International other than consulting services to the People and Compensation Committee regarding executive and non-employee director compensation.

At least annually, the People and Compensation Committee reviews the current engagements and the objectivity and independence of the advice that Semler Brossy provides on executive and non-employee director compensation. The People and Compensation Committee considered the six specific independence factors adopted by the SEC and Nasdaq and determined that Semler Brossy is independent and Semler Brossy’s work did not raise any conflicts of interest.

 

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

Each year, the CEO presents compensation recommendations for his direct reports and the other executive officers, including the NEOs. The People and Compensation Committee reviews and discusses these recommendations with the CEO but retains full discretion over the compensation of these employees.

The CEO does not make recommendations or participate in deliberations regarding his own compensation.

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

See “How Compensation Decisions are Made” on page 84 for additional detail on roles in the decision-making process.

 

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 People and Compensation Committee oversees the development and retention of senior management talent while also maintaining an appropriate succession plan for our CEO. Additionally, the Board has contingency plans for emergencies such as the death or disability of the CEO.

The People and Compensation Committee, 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 People and Compensation Committee of the executive leadership team. While the People and Compensation Committee has the primary responsibility to develop succession plans for the CEO position, it annually reports to the Board and decisions are made at the Board level. Potential leaders interact with Board members through formal presentations and, prior to the onset of the COVID-19 pandemic, during informal events. More broadly, the Board is updated on human capital matters for the overall workforce, including recruiting, DEI and development programs.

 

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HOW THE PEOPLE AND COMPENSATION COMMITTEE MANAGES COMPENSATION-RELATED RISK

As it does each year, in 2021 the People and Compensation Committee evaluated whether our compensation designs, policies and practices operate to discourage our executive officers and other employees from taking unnecessary or excessive risks. As described in the “Compensation Discussion and Analysis,” we design our compensation to incentivize executives and other employees to achieve the Company’s financial and strategic goals as well as individual performance goals that promote long-term shareholder returns. Our compensation design discourages our executives and other employees from taking excessive risks for short-term benefits that may harm the Company and our shareholders in the long term. The compensation program includes several risk-mitigating elements, including:

using both short-term and long-term performance-based compensation so executives do not focus solely on short-term performance;

weighting executive compensation heavily toward long-term incentives to encourage sustainable shareholder value and accountability for long-term results;

using multiple relevant performance measures in our incentive plan designs so executives do not place undue importance on one measure, which could distort the results that we want to incent;

weighting both business performance and strategic KPIs in our AIP so non-executive employees do not have too narrow a focus;

capping the amount of incentives that may be awarded or granted;

retaining discretion to reduce incentive awards based on unforeseen or unintended consequences and clawback compensation upon certain financial restatements or significant misconduct that could damage the reputation of the Company;

requiring our top executives to hold a significant amount of their compensation in Common Stock and prohibiting them from hedging, pledging or engaging in short sales of their Common Stock;

minimizing use of employment contracts;

not backdating or re-pricing option grants; and

not paying severance benefits on change in control (“CIC”) events unless the affected executive is first involuntarily terminated without cause or terminates due to good reason.

In addition, the Audit Committee oversees our ethics and compliance programs that educate executives and other employees on appropriate behavior and the consequences of inappropriate actions. These programs not only drive compliance and integrity but also encourage employees with knowledge of potential wrongdoing to report concerns by providing multiple reporting avenues while protecting reporting employees against retaliation.

In light of these analyses, the People and Compensation Committee believes that our compensation programs and processes do not encourage excessive risk taking nor do they create risks that are reasonably likely to have a material adverse effect on the Company.

Semler Brossy also reviewed the People and Compensation Committee’s risk analysis and agreed with the People and Compensation Committee’s conclusion.

 

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GOVERNANCE FRAMEWORK AROUND THE USE OF EARNINGS PER SHARE IN OUR INCENTIVE PROGRAMS

The People and Compensation Committee believes it is appropriate to base executive compensation on performance metrics that align with our external reporting framework and the means by which shareholders and other stakeholders measure our performance. Accordingly, the Earning Per Share (“EPS”) metric we use in our long-term incentive program, like our external targets, accounts for our capital allocation plans for the year, including expected share repurchases. The People and Compensation Committee recognizes there are differing views among investors as to whether share repurchases should be factored into EPS targets in executive compensation programs but believes our robust governance and compensation practices mitigate the risk that an executive would act imprudently. Specifically,

the People and Compensation Committee establishes the performance metrics and targets for both the annual and long-term incentive programs;

the Board oversees our capital allocation process and reviews a budget each year for capital deployment, including share repurchases, with the goal of balancing investment in growth and returning cash to shareholders (as demonstrated through our historical investments in capital expenditures and research and development); and

the People and Compensation Committee designs the long-term incentive program with a mix of performance metrics such that even if executives were able to deploy an excessive amount of cash towards share repurchases to maximize EPS, there would be offsetting impact on other performance metrics, with no clear visibility towards increasing payouts. Additionally, EPS is not the most heavily weighted metric in the plan.

 

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OUR DISTINCTIVE APPROACH TO ENVIRONMENTAL AND SOCIAL ISSUES

 

Mondelēz International has a clear and distinctive approach to environmental and social issues 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 outline our environmental and social 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 prioritize where we can have greater impact, focus on long-term more sustainable outcomes and take a collaborative approach. We have set public goals to achieve meaningful progress and drive positive, lasting change. And we work together in collaboration with partners, external advisors, regulators and stakeholders as we focus on increasing our long-term positive impact and supporting the needs of the planet, our consumers, our colleagues and our stakeholders.

We focus where we can make a bigger difference and deliver greater long-term positive impact including reducing our impact on the environment through manufacturing and raw material sourcing, as well as by promoting the safety and Well-being of our employees, partners and consumers while working to improve the lives and respecting the rights of people across our value chain. We use our scale to promote positive impacts on those who help produce and those who consume our products.

We have identified four social and environmental issues that are significant to building a more sustainable snacking company and have a clear focus of action for each one.

1.

Safety - Promote the safety of our people and products.

2.

Supply security - Focus on key agricultural commodities and social challenges in the supply chain, including human rights and more sustainable agriculture, through our signature programs for cocoa and wheat.

3.

Environmental footprint - Decrease environmental impact across our operations, supply chain and communities – including primary ingredient sourcing, product packaging and manufacturing.

4.

Consumer Well-being - Promote health and Well-being through portfolio enhancements, on-pack messaging and community partnerships.

Our strategy and goals in addressing these key focus areas is central to supporting our growth around the world and underpinned by promoting a culture of safety, quality, inclusivity and equity. This strategy includes 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 broad range of high-quality snacks addressing consumer needs while encouraging consumers to snack mindfully.

 

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Ingredients

 

Climate

 

Packaging

 

Social Impact

 

Diversity, Equity
& Inclusion

 

Consumer
Well-Being

 

Employee
Well-Being

Signature sourcing programs: Cocoa Life, Harmony Wheat and Sustainable Palm Oil building resilient landscapes and supply chains

 

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

 

Strive for net zero waste packaging through less and better packaging and improved systems aiming for a circular pack economy

 

Promote human rights across our value chain and enable empowered communities

 

Champion DEI for our colleagues, culture and communities

 

Empower consumers with contemporary Well-being options and choices, mindful snacking habits and portion control

 

Build a culture which enhances safety, physical and mental Well-being of our colleagues

 

Board Oversight and Governance of ESG

Under the leadership of our Board, we are committed to the principle that living our values and doing business the right way can help create a future where people and planet thrive.

Our Board oversees our ESG strategy, progress, alignment with purpose, stakeholder interests and strategic risk, and reviews progress on evolving our growth culture and our diversity, equity and inclusion goals. Specific responsibilities are delegated to committees. The Governance Committee oversees our ESG framework, including critical issues, KPI performance and strategic communications; consumer Well-being, environmental and social sustainability including climate; and Board ESG education and capabilities. The People and Compensation Committee oversees our DEI priorities, including talent acquisition and development practices and pay equity tracking, as well as employee Well-being matters and ESG KPIs for incentive plans. The Audit Committee oversees our safety priorities and goals, as well as ESG-related frameworks, disclosures, controls and assurance.

We have a comprehensive governance structure that provides oversight of our ESG efforts, including our strategic areas of focus: climate change, more circular packaging solutions and social impact. This includes management team oversight on critical sustainability programming and strategy development, in addition to regular progress reviews. We take a disciplined approach to our sustainability initiatives and are committed to remaining transparent and proactive about our progress. We track, report on and hold people accountable for achieving our goals, and we include sustainability metrics in the annual compensation plan for executives.

As part of our commitment to 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 actively engage with multiple ESG ratings and indices as we advance our disclosure and promote transparency. This two-way dialogue informs our ESG approach, which defines our assessment of the social and environmental issues most significant to us. Materials and processes that guide our assessment include our ERM program for identifying, measuring, monitoring and managing risks; external affairs analysis of stakeholder and regulatory issues; information about our greenhouse gas, land and water footprint; proprietary consumer insight data; and publicly available data on societal issues, including statistics and reports from authorities, non-governmental organizations and peer companies.

 

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Goals

We have public goals, we aim to continue to make progress in our efforts, and we are committed to being transparent and effective in sharing our progress. Some of our goals include the following:

                         

Ingredients

 

Climate

 

Packaging

 

Social
Impact

 

Diversity, Equity
& Inclusion

 

Consumer
Well-Being

 

Employee
Well-Being

By 2025, 100% of the cocoa volume for our chocolate brands sourced through Cocoa Life

By 2022, 100% wheat volume needed for Europe business unit biscuits production grown under Harmony charter

 

By 2025, reduce end-to-end CO2e emissions by 10%, reduce absolute water usage in priority sites by 10%, and reduce food waste in internal manufacturing by 15%, over 2018 base

 

By 2025, 100% of packaging designed to be recyclable

By 2025, 5% reduction in virgin plastic, and 25% reduction in virgin rigid plastic, over 2020 base

 

By 2025, Child Labor Monitoring & Remediation Systems cover 100% of Cocoa Life communities in West Africa

Invest in innovative Sustainable Futures ventures and funds

 

By 2024, double % of women in leadership roles, over 2018 base

By 2024, double % U.S. Black representation in management, over 2020 base

 

By 2025, 20% snacks net revenue from portion control snacks

 

Continued focus to reduce severity 1 safety incidents to zero

By 2022, continue to advance mental and physical Well-being (100% of colleagues have access to Employee Assistance Programs)

 

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 that we are doing to advance ESG positively impact the U.N. Sustainable Development Goals (“SDG”) and we focus on those SDGs where we can make a bigger impact or where our signature programming, like Cocoa Life, has a direct contribution:

 

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2021 Environmental and Social Achievements

Some of our 2021 environmental and social achievements include:

 

SUSTAINABLE

INGREDIENTS

 

75%

 

PACKAGING

INNOVATION

 

95%

 

ENVIRONMENTAL

IMPACT

 

 

ACCELERATED

PROGRESS

THROUGH IMPACT

INVESTMENTS

Cocoa volume for chocolate brands sourced through Cocoa Life

 

91%

 

Wheat volume needed for Europe business unit biscuits production grown under Harmony charter

  Packaging designed to be recyclable   Announced goal of net zero greenhouse gas emissions across Scopes 1, 2 and 3 by 2050; will establish near-term emissions-reduction goals in the next two years, in line with the Science Based Targets Initiative (SBTi) “Business Ambition for 1.5°C Pledge”  

Launched Impact Investing Platform Sustainable Futures

 

Invested in Circulate Capital’s Ocean Fund to advance plastic waste collection and recycling efforts

 

ESG Reporting

Every year we report our progress against our public goals. We expect to publish our next update in May 2022 as part of our 2021 Snacking Made Right report, which will be available on our website, www.mondelezinternational.com. The report will demonstrate the impact of our activities, progress against our public goals and the alignment of our Snacking Made Right strategies with the U.N. Sustainable Development Goals. We are also 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 2021 report will detail 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 disclose our consolidated EEO-1 statement of the race and gender of US-based employees, as well as our Board diversity data.

About Our ESG Goals

Reported performance against our quantitative ESG goals covers the period from January 1, 2021 to December 31, 2021, and includes manufacturing facilities under our direct and indirect control, and excludes acquisitions since 2018, unless stated otherwise. Where quantitative goals are linked to revenue, coverage is for all Mondelēz International revenue (excluding acquisitions since 2018) except Venezuela, for which results are excluded from our consolidated financial statements. Where quantitative goals are linked to operations, coverage is for all operations under the control of our integrated supply chain function (excluding acquisitions since 2018); data for external manufacturing includes estimations. Our 2015 acquisition of Enjoy Life Foods is included only in our reporting for our packaging innovation goal. In addition, historical, current and forward-looking sustainability-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.

   
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COMPENSATION OF NON-EMPLOYEE DIRECTORS

 
   
   
   
   
   

 

Review of Non-Employee Director Compensation

The People and Compensation Committee reviews non-employee director compensation to confirm that the compensation we offer is market competitive without being excessive. To support the People and Compensation Committee’s review, in May 2021, at the People and Compensation Committee’s request, Semler Brossy:

benchmarked our non-employee director compensation against our Compensation Survey Peer Group and other Fortune 100 companies;

assessed the form and amount of our non-employee director compensation; and

provided the People and Compensation Committee with this data and an independent assessment of the appropriateness and competitiveness of our non-employee director compensation.

Using Semler Brossy’s assessment, the People and Compensation Committee recommended, and the Board approved, an increase in the annual equity retainer of $15,000 to $190,000 annually. This resulting average total pay of $307,000 approximates market median and the pay mix of 38% cash and 62% equity is aligned with market. The Board made no other changes to the non-employee director compensation program in 2021.

Summary of 2021 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

People and Compensation Committee Chair Retainer

25,000

Governance Committee Chair Retainer

20,000

Finance Committee Chair Retainer

20,000

We do not pay non-employee directors any meeting fees.

We also do not pay a Company employee who serves as a director any additional compensation for serving as a director. Dirk 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. See the “2021 Non-Employee Director Compensation” and “2021 Non-Employee Director Equity Awards” tables on page 62 for specific values.

   
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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 401(k) 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 for the balance of the year. We prorate cash 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. We settle these deferred stock units by distributing actual shares six months after the 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 deferred stock units. Six months after the director ends his or her service as a director, we issue shares to the director equal to the accumulated accrued value of the dividends.

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 divided by twelve months.

Director Stock Ownership Guidelines

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

Key Provisions

Explanation of Key Provisions

Ownership expectation

Amount equal to five times the annual Board cash retainer (i.e., $550,000).

Time to meet expectation

Five years from joining the Board as a director.

Shares counted toward ownership

Common Stock, including sole ownership, deferred stock units and accounts over which the director has direct or indirect ownership or control.

Holding expectation

The Company does not release the shares underlying deferred stock units until six months after the director ends his or her service as a director. The Company does not require that shares be held after distribution/issuance.

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 14, 2022, each director serving for at least five years met or exceeded the ownership expectation.

   
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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).

2021 Non-Employee Director Compensation

Name

Fees Earned or

Paid in Cash(1)

($)

Stock

Awards(2)

($)

All Other

Compensation(3)

($)

Total

($)

Booth, Lewis

110,000

190,012

15,000

315,012

Bunch, Charles

130,000

190,012

15,000

335,012

Crew, Debra(4)

42,308

10,000

52,308

Juliber, Lois

135,000

190,012

15,000

340,012

May, Peter

110,000

190,012

300,012

Mesquita, Jorge

110,000

190,012

300,012

Nielsen, Jane(5)

67,995

190,012

258,007

Reynolds, Fredric

135,000

190,012

325,012

Shi, Christiana

110,000

190,012

5,036

305,048

Siewert, Patrick

130,000

190,012

5,000

325,012

Todman, Michael

110,000

190,012

15,000

315,012

van Boxmeer, Jean-François

140,000

190,012

330,012

(1)

Includes all retainer fees earned or deferred pursuant to the 2001 Compensation Plan for Non-Employee Directors.

(2)

The amounts shown in this column represent the full grant date fair value of the deferred stock unit grants in 2021 as computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. Assumptions used in the calculation of these amounts are included in Note 12 to the consolidated financial statements contained in our 2021 Form 10-K. The deferred stock units are immediately vested, but receipt of the shares is deferred until six months after the director separates from service on the Board. The 2021 Non-Employee Director Equity Awards table provides further detail on the non-employee director grants made in 2021 and the number of stock awards outstanding as of December 31, 2021.

(3)

Represents Foundation contributions made as part of the Foundation Matching Gift Program. Annual match limits are based on gift date, not the match date by the Foundation. As such, the amounts reflected may represent gifts that directors made in 2020 but the Foundation did not match until 2021.

(4)

Effective May 19, 2021, Ms. Crew concluded her service on the Board. Her 2021 retainer payment was prorated based on the date her term ended. She did not receive an annual equity grant during 2021.

(5)

Ms. Nielsen joined the Board effective May 19, 2021. Her annual cash retainer was prorated based on the date her term began.

   
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2021 Non-Employee Director Equity Awards

Name

All Stock Awards:

Number of

Shares of Stock or

Units

Granted in 2021

(#)

All Stock Awards:

Grant Date Fair

Value of Stock

or Units

Granted in 2021(1)

($)

Outstanding

Stock

Awards as of

December 31, 2021(2)

(#)

Booth, Lewis

3,048

190,012

41,497

Bunch, Charles

3,048

190,012

22,407

Juliber, Lois

3,048

190,012

63,985

May, Peter

3,048

190,012

16,156

Mesquita, Jorge

3,048

190,012

41,869

Nielsen, Jane

3,048

190,012

3,081

Reynolds, Fredric

3,048

190,012

51,653

Shi, Christiana

3,048

190,012

25,215

Siewert, Patrick

3,048

190,012

41,655

Todman, Michael

3,048

190,012

6,730

van Boxmeer, Jean-François

3,048

190,012

47,744

(1)

The amounts shown in this column represent the full grant date fair value of the deferred stock units granted in 2021 as computed in accordance with FASB ASC Topic 718.

(2)

Shares are fully vested but receipt of shares is deferred until six months after the director separates from service on the Board.

   
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This CD&A details our alignment of pay with financial and strategic performance, outlines our shareholder outreach, provides an overview of compensation program design changes made for 2021, explains the guiding principles and practices upon which our executive compensation program is based and describes the compensation paid to our 2021 NEOs:

Dirk Van de Put

Chairman and

Chief Executive Officer

Luca Zaramella

Executive Vice

President and Chief

Financial Officer

Maurizio Brusadelli

Executive Vice

President and

President,

Asia, Middle East & Africa (“AMEA”)

Vinzenz Gruber

Executive Vice

President and

President,

Europe

Laura Stein

Executive Vice

President,

Corporate & Legal Affairs
and General Counsel

 

Executive Summary

OUR GROWTH STRATEGY

We continue to make significant progress against the strategy we launched in 2018. We are closer to our consumers and have substantially increased investments in our brands, capabilities and people. These efforts are reflected in our financial results. Over the past four years we have seen a marked increase in our top-line growth, gross profit dollar growth and cash flow generation. We believe our current momentum, superior brand portfolio, advantaged geographic and category exposure, expanded ESG agenda and ability to refine our portfolio will position us well to create continued value for shareholders in the future.

   
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The three pillars of our strategy:

Our reward structure continues to be tightly aligned with our strategy, using incentive plan metrics that are intended to drive high quality results such as volume and market share-driven growth, operational excellence, and a winning growth culture with a “local first” commercial approach.

PERFORMANCE OVERVIEW

Our 2021 performance demonstrates that our strategic priorities and long-term strategy are working. Year-over-year highlights of our 2021 performance, which reflects the impact of COVID-19, include:

 

See definitions of these measures and GAAP to non-GAAP reconciliations in Annex A.

Our results continue to demonstrate the power of our brands, the strength of our global footprint and the potential of our strategic plan. Since Mr. Van de Put assumed the CEO role in November 2017 and developed and implemented our new strategy, as well as over the past three years and the past year, our Total Shareholder Return (“TSR”) performance has outpaced most of our industry peers.

   
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Annualized Total Shareholder Return

 

 

We also announced an 11% dividend per share increase in the second quarter of 2021 and returned $3.9 billion of capital to shareholders during the year while continuing to make significant investments in our business. All of this was made possible through our strong cash flow results, with net cash provided by operating activities generating $4.1 billion, resulting in Free Cash Flow of $3.2 billion for 2021. See definition of Free Cash Flow and GAAP to non-GAAP reconciliation in Annex A.

OVERVIEW OF PAY ELEMENTS

This table identifies and describes the primary elements of the 2021 executive compensation program for our NEOs, including the alignment of each incentive plan metric with our strategy. A more detailed discussion, including definitions of the financial measures used in our AIP and PSU grants, can be found later in this CD&A and in Annex A.

(1)

Based on nine KPI goals including ESG goals. See Strategic KPI Objectives on page 75 for detail on 2021 KPI goals.

 

   
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2021 COMPENSATION PROGRAM DESIGN CHANGES

We did not make any material changes in our 2021 design relative to our design in 2020, including changes as a result of the COVID-19 pandemic. Our program remains aligned with our business strategy and continues to reflect shareholder feedback.

 

EXECUTIVE COMPENSATION GOALS AND DESIGN PRINCIPLES

The People and Compensation Committee oversees our executive compensation program focusing on the following primary goals:

1.

Attract, retain and motivate talented executives and develop world-class business leaders;

2.

Support business strategies that promote superior long-term shareholder returns;

3.

Align pay and performance by making a significant portion of our executives’ compensation dependent on achieving financial and other critical strategic and individual goals; and

4.

Align our executives’ and shareholders’ interests through equity-based incentive grants and stock ownership requirements that link executive compensation to sustained and superior TSR.

Design Principles

Objective

How We Accomplish

Link pay to performance and strategy by aligning compensation with the achievement of relevant financial and critical strategic performance goals.

Set substantive performance goals reflecting strategy at the beginning of performance cycles and hold executives accountable for delivering on those targets (see “Overview of Pay Elements” on page 66 for linkage of each pay element to our strategy).

Consider individual performance in achievement against strategic goals.

Put pay at risk by heavily weighting the mix of fixed and variable compensation toward variable components.

90% of our CEO’s compensation and 80% of the other NEOs’ compensation is at risk.

Heavily weight the mix of incentives toward long-term equity, the value of which aligns with returns to our shareholders and rewards long-term sustainable performance.

72% of our CEO’s compensation and 62% of the other NEOs’ compensation is in equity-based grants that incentivize long-term performance.

Target compensation at or near the median of our Compensation Survey Peer Group.

Our CEO’s annual target pay package approximates the median CEO target compensation of our 2021 Compensation Survey Peer Group.

Target compensation for our other NEOs is at or near the median of their comparable positions in our 2021 Compensation Survey Peer Group.

Require executives to hold stock at or above peer benchmark levels to align their interests with shareholders and to encourage driving long-term performance rather than short-term decision-making.

Maintain rigorous stock ownership requirements: CEO must hold 8 times salary and the other NEOs must hold 4 times salary.

All NEOs must hold net shares for at least one year after exercise/vesting regardless of ownership compliance.

   
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SHAREHOLDER ENGAGEMENT ON EXECUTIVE COMPENSATION

The Board encourages open and constructive dialogue with shareholders on executive compensation to facilitate alignment on policies and practices. At the 2021 Annual Meeting of Shareholders, more than 92% of the votes cast for our say-on-pay advisory vote were in favor of our executive compensation policies and practices. We did not make any changes to our compensation program as a result of the advisory vote.

In 2021, we continued our ongoing shareholder engagement program to solicit feedback on our strategy, governance, sustainability practices and compensation programs. In total, we reached out to shareholders representing approximately 50% of our outstanding shares. We ultimately had conversations with 22 different shareholders, representing approximately 40% of our outstanding shares. The independent Lead Director led meetings with shareholders representing approximately 30% of our outstanding shares.

Throughout our discussions, we heard broad support for our compensation programs. Shareholders continue to be supportive of our AIP and LTIP and the metrics we use to incentivize growth.

Feedback from the shareholder discussions was shared with the Board, the People and Compensation Committee and the Governance Committee.

   
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CORE COMPENSATION PRACTICES

Our executive compensation governance reflects best practices to protect and promote our shareholders’ interests.

 

 

    WHAT WE DO     WHAT WE DON’T DO
 

 Require significant stock ownership

 

 Require executives to hold equity for at least one year after exercising stock options or vesting of full value awards

 

 Require above median TSR performance relative to peers to earn a target PSU payout on that component

 

 Provide for “clawbacks” upon certain financial restatements or significant misconduct that could damage the reputation of the Company

 

 Conduct an annual compensation risk assessment

 

 Offer limited perquisites

 

 Pay severance and vest equity only upon a “double trigger” in the event of a CIC

 

 Benchmark executive compensation and our performance against relevant comparators

 

 Provide for a significant majority of compensation that is based on objective, quantifiable pre-established performance goals

 

 Retain an independent compensation consultant to advise the People and Compensation Committee

 

X  No re-pricing or exchanging underwater stock options

 

X  No dividends paid to executives before PSUs vest

 

X  No above target PSU payout for a negative absolute TSR performance

 

X  No separate, enhanced health and welfare or retirement benefit plans for NEOs

 

X  No guaranteed increases to base salaries

 

X  No hedging, pledging or short sales of our Common Stock

 

X  No tax gross-ups to NEOs for perquisites or in the event of a CIC

 

X  No automatic “single trigger” vesting of equity in the event of a CIC

 

X  No incentives to produce short-term results to the detriment of long-term goals and results

 

X  No incentives to pursue excessively risky business strategies

 

 

   
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Detailed Program Discussion

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 AIP, and stock options and PSUs under the LTIP. Our focus on performance-based compensation rewards strong Company financial and operating performance as well as aligning the interests of our NEOs with those of our shareholders.

Below we show the 2021 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. The majority of compensation for both the CEO and the other NEOs is at risk/variable pay.

 

ELEMENTS OF COMPENSATION

Base Salary

Overview

Base salary is the primary element of compensation that is fixed. In setting base salaries for each NEO, the People and Compensation Committee follows the same approach used in determining compensation for the broader employee population, including pay competitiveness (generally targeting the median of comparable roles within our Compensation Survey Peer Group). The People and Compensation Committee then considers several other factors, including individual NEO performance, level of responsibility, complexity of role, global pay fairness, experience, potential to assume roles with greater responsibility and, if relevant, host country salary data. The Compensation Committee reviews NEO salaries annually. If awarded, salary increases are generally effective April 1.

If there is a notable change in an NEO’s role and responsibilities during the year, the People and Compensation Committee considers whether an off-cycle increase is warranted. Our NEOs did not receive any off-cycle increases in 2021.

2021 Compensation Actions

Mr. Van de Put and Mr. Zaramella each received a base salary increase in 2021 to reflect their strong performance and contributions in their current roles and to maintain market competitiveness with external peers. Ms. Stein started her employment with the Company on January 11, 2021. None of our other NEOs received a base salary increase in 2021. Base salaries for all the NEOs and increases (where applicable) are shown in the table below. After the increases for each NEO, the base salary provided to each NEO remains at or near the market median.

Name

2020 base salary

2021 base salary

% increase

Dirk Van de Put

1,450,000

1,500,000

3.4%

Luca Zaramella

825,000

850,000

3.0%

Maurizio Brusadelli

€ 602,700

€ 602,700

  - 

Vinzenz Gruber

CHF 710,800

CHF 710,800

  - 

Laura Stein

-

725,000

  - 

   
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Annual Incentive Plan

 

Annual Incentive Plan Award Formula

The People and Compensation Committee used the formula below to determine awards to the NEOs under the 2021 AIP.

 

Target annual incentive opportunity:

Name

Target opportunity as a % of salary

Mr. Van de Put

185%

Mr. Zaramella

100%

Mr. Brusadelli

90%

Mr. Gruber

90%

Ms. Stein

80%

The People and Compensation Committee reviews benchmark data from our Compensation Survey Peer Group (see page 84) to align with our goal of targeting each compensation element near market median. Target annual incentive opportunities remained the same for all NEOs in 2021 except for Mr. Van de Put, whose target opportunity increased from 175% to 185% effective January 1, 2021, to align more closely with market median, and Ms. Stein, who commenced employment in January 2021.

   
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The graphic below describes the 2021 AIP components:

 

 

(1)

Based on nine KPI goals including ESG goals. See Strategic KPI Objectives on page 75 for detail on KPI goals.

 

Financial Performance Rating (80% Weighting)

Metrics and Alignment with Strategy

The financial performance rating for Messrs. Van de Put and Zaramella and Ms. Stein is based on global performance while the financial performance ratings for Messrs. Brusadelli and Gruber are based on both their region and global Company performance. The metrics used to determine the financial performance component and their alignment with our strategy are described below. In selecting metrics, the Board seeks to incentivize actions that drive execution against our strategy. The Board determined that each of the metrics below incentivizes a key component of our growth strategy and executives have the ability to influence our performance on each measure. Performance ratings against each measure can range from 0% to 200%, with the exception of the Market Share Overlay.

   
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Performance Measure

Alignment with Strategy

Organic Volume Growth

Incentivizes balanced, high-quality, top-line growth and improved margin leverage through higher capacity utilization.

Organic Net Revenue Growth

Focuses on high-quality revenue growth through market share, volume gains and price-mix optimization.

Defined Gross Profit Dollars

Measures the Company’s ability to manage and balance trade-offs among volume, mix, pricing and costs, and enables investment to drive earnings and Free Cash Flow through investing in people and brands.

Defined Operating Income

Demonstrates if our business is operating successfully by capturing all operating costs.

Free Cash Flow

Key metric that influences our ability to invest for future growth, drive operational excellence and return cash to shareholders.

Market Share Overlay

Reward top-line performance ahead of peers, a key component of the growth pillar of our strategy, and promotes the Company driving broad-based growth and maintaining market leadership positions.

Target-Setting Process

The Board recognizes the importance of establishing realistic but rigorous targets that continue to motivate and retain executives. As such, the Board approves annual operating targets after a thorough review and discussion. The targets set in the annual operating budget are the same targets approved by the People and Compensation Committee as targets for the AIP. The Board sets targets as stretch goals, which would also reflect above average performance within our industry if achieved. AIP targets were approved in February 2021.

2021 Targets and Corporate Financial Rating

To determine awards for Messrs. Van de Put and Zaramella and Ms. Stein, the People and Compensation Committee first evaluated the 2021 Company results against the 2021 Company performance goals listed below (U.S. dollars in millions). Overall, we achieved a below target Company performance rating of 89% under the 2021 AIP.

 

   
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(1)

See definitions in Annex A.

(2)

Reflects a decrease in global market share measured on a net revenue weighted basis across all of our categories.

 

 

2021 AMEA and Europe Financial Ratings

To determine the annual incentive awards for Messrs. Brusadelli and Gruber, the People and Compensation Committee evaluated the weighted average of the performance of the business units in each of their respective regions against the performance measures and determined a final region performance rating.

   
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The People and Compensation Committee then considered targets, actual results and overall financial performance ratings for both the region and Corporate to determine a final blended financial performance rating (AMEA: 70% region, 30% Corporate; Europe: 80% region, 20% Corporate) for each region president, as shown below:

Performance Measures(1)

Weighting

 

Performance Rating(1)

AMEA

Europe

Organic Volume Growth

15%

 

147%

186%

Organic Net Revenue Growth

15%

 

158%

193%

Defined Gross Profit Dollars

30%

 

135%

94%

Defined Operating Income

20%

 

121%

96%

Free Cash Flow

20%

 

200%

101%

Market Share Overlay

-/+30%

 

+30pp

-30pp

Region Performance Rating

 

 

180%

94%

Final Blended Rating

 

 

153%

93%

(1)

See definitions in Annex A.

This performance resulted in the region financial performance ratings as indicated above. The final blended region rating, together with strategic KPI achievement for the respective region, determined the final 2021 annual incentive award for each region president.

Strategic KPI Objectives (20% Weighting)

When the Company created its strategic plan, it established a number of KPIs directly linked to the Company’s three strategic pillars with the measurement of corresponding long-term goals for each KPI. Twenty percent of the leadership team’s annual incentive award target aligned to these KPIs. It is important to the Company that our progress on the KPIs be assessed annually to stay on track to achieve our long-term strategic goals. This approach aligns the leadership team in delivering the right strategic outcomes for the Company. Achievement on the KPIs can range from 0-200% of target.

Each member of the corporate leadership team is measured on the same KPIs and goals and receives the same KPI rating, while region leaders receive a rating specific to their respective region depending on actual performance of the business units in the region.

   
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At the end of the year, the People and Compensation Committee determined a payout percentage based on its assessment of achievement of preset annual progress goals for each KPI. The chart on the following page summarizes the KPI performance considered by the People and Compensation Committee during its assessment of the Company’s global performance against the annual KPI goals.

Strategic Pillar

 

Assessment(1)

KPI Annual Progress

GROWTH

Accelerating consumer-centric growth by balancing our investments across both global and local brands and transforming marketing

Priority Market Share: Limited progress on share performance; despite declines in 2021, our trend in share gains is positive since 2018.

Growth Channel Progress: In line with expectations though results were mixed; continued high growth in our digital commerce channel (+25%) while other key growth channels recovering after 2020 COVID-19 impact.

Well-being Revenue Growth: Limited progress on Well-being growth although success with specific platforms; due to the COVID-19 pandemic, key segments of our Well-being portfolio (e.g., belVita, Perfect Snacks, portion control) were impacted.

EXECUTION

Driving operational excellence in sales execution, marketing and supply chain while generating continuous improvement

Pricing to Offset Cost of Goods Sold: Limited progress due to delays in pricing actions to mitigate higher than expected inflation in the second half of 2021.

Productivity: Although we delivered the highest net productivity in three years, annual progress was limited relative to our expectations due to additional unexpected expenses related to the COVID-19 pandemic.

Sustainability: In line with expectations on recyclability as approximately 95% of our packaging is now designed to be recyclable and the percentage of cocoa volume for our chocolate brands sourced through our Cocoa Life program grew to 75%.

CULTURE

Building a winning growth and ownership culture that leverages local commercial expertise and invests in talent and key capabilities

Depth of Talent: In line with expectations as we improved our internal talent bench by 5pp from the prior year with the majority of critical roles having an identified internal successor.

DEI in Leadership: Well ahead of expectations as women held 39% of executive leadership roles as of December 31, 2021, significantly closing the gap to the balance of the organization. We also made strong progress (+1.9pp) on increasing our Black representation in management in the U.S., ending the year at 5.1%.

Employee Engagement: In line with expectations on employee engagement with most of our strong progress in 2020 carried over into 2021. Employee engagement results remain higher than 2019 and higher than benchmark companies.

Strategic KPI Rating

100%

(1)

Arrow up = above expected progress; sideways arrow = at or near expected progress; arrow down = limited progress.

   
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Final KPI Rating

The region strategic KPI ratings are a weighted average (on a net revenue basis) of the final KPI rating for each business unit in the region. After reviewing annual progress toward each of the long-term KPI goals for the business units in the region, the Compensation Committee determined that the appropriate payout ratings for the strategic KPI goals were:

 

Final KPI Rating

Corporate

100%

AMEA

133%

Europe

125%

Annual Cash Incentive Program Decisions

After determining the 2021 Corporate, AMEA, Europe and North America financial payout percentages and strategic KPI ratings, the People and Compensation Committee approved the following annual incentive cash payments:

Name

 

Target

Incentive

Financial

Performance

Rating

Strategic KPI

Rating

 

Total Incentive

Payment

Total Incentive

Payment as % of

Target

Mr. Van de Put

$

2,775,000

89%

100%

$

2,525,250

91%

Mr. Zaramella

$

850,000

89%

100%

$

773,500

91%

Mr. Brusadelli

542,430

153%

133%

808,221

149%

Mr. Gruber

CHF

639,720

93%

125%

CHF

633,323

99%

Ms. Stein

$

564,110

89%

100%

$

513,340

91%

 

 

Long-Term Incentive Plan

Overview

We design our LTIP to incentivize our NEOs to focus on critical performance objectives that we believe will translate into sustainable shareholder returns over the long term. Grants made under our 2021 long-term incentive program were entirely in equity using the same mix used in 2020: 75% PSUs and 25% stock options.

Vehicle

Weight

Structure

Purpose

PSUs

75%

Number of shares earned may range from 0%to 200% of the target number of PSUs granted based on the final business performance rating for the performance cycle

3-year cliff vest

1-year holding requirement post vest

Strengthens retention

Facilitates stock ownership when earned

Aligns long-term interests with those of shareholders

Stock Options

25%

3-year ratable vest

10-year term

1-year holding requirement post exercise

Requires share price appreciation for value creation

Facilitates stock ownership

Aligns long-term interests with those of shareholders

   
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2021 Annual Equity Grants to NEOs

The table below shows the 2021 annual equity grants to our NEOs. In determining each grant, the executive’s level of responsibility, individual and Company performance, external market positioning and recommendations from the CEO were all taken into account by the People and Compensation Committee. Ms. Stein also received equity grants as part of her recruitment package as detailed under Other 2021 Compensation Actions on page 81.

Name

2021 Annual Equity Grants(1)

PSUs

 

Stock Options

#

$(2)

#

$(2)

Mr. Van de Put

153,670

8,625,000

 

256,110

2,875,000

Mr. Zaramella

44,100

2,475,000

 

73,500

825,000

Mr. Brusadelli

30,740

1,725,000

 

51,230

575,000

Mr. Gruber

32,070

1,800,000

 

53,450

600,000

Ms. Stein(3)

24,060

1,350,000

 

40,090

450,000

(1)

The grant date for the annual equity grants was February 18, 2021. Grants of PSUs are reflected at target since actual shares earned, if any, will be determined after the three-year performance cycle ending on December 31, 2023.

(2)

Amount approved by the People and Compensation Committee; differs from the value in the “Grants of Plan-Based Awards” (“GOPBA”) table which represents the accounting value of the award.

(3)

Ms. Stein also received an equity grant on her January 11, 2021 employment start date to offset loss of certain compensation from her previous employer and to incent her to join the company. See page 81 under EVP, CLA and General Counsel Recruitment Package for more details on this grant.

We present the actual equity grants, including grant date fair value, in the 2021 Summary Compensation Table and 2021 GOPBA table under “Executive Compensation Tables” beginning on page 89. Our 2021 annual equity grant date was the regularly scheduled People and Compensation Committee meeting following the release of our annual financial results. The exercise price for all stock option grants equals the closing stock price on the grant date.

Performance Share Units (75%)

Overview

The People and Compensation Committee grants PSUs as a part of the equity grant to motivate executives to achieve or exceed our long-term financial goals and deliver top-tier shareholder returns. Each NEO’s target number of PSUs is based on 75% of the total annual equity grant value.

The People and Compensation Committee approves performance targets for a three-year performance cycle when it grants PSUs. At the end of the three-year performance cycle, the grants will only vest if the People and Compensation Committee certifies that Company results meet or exceed the performance thresholds set at the beginning of the cycle. The number of shares earned by an executive depends on the Company’s achievement of key financial measures and annualized TSR relative to the median of our Performance Peer Group. Vested PSUs are settled in shares of our Common Stock in the first quarter following the end of the performance cycle. Dividend equivalents accrue during the performance period and are paid in cash after the shares are issued based on the actual number of shares earned. We did not make any material changes to our PSU program in 2021.

After vesting, executives must hold net shares acquired for at least one year.

2021-2023 Metrics and Weighting

The table below describes the performance measures and weightings for the 2021-2023 PSUs and outlines how those measures align with our strategy. In selecting the metrics, the People and Compensation Committee seeks to incentivize behavior consistent with achieving our long-term growth objectives and to align the interests of our executives with the interests of our shareholders. The People and Compensation Committee uses Organic Net Revenue Growth and Adjusted EPS Growth because these two metrics promote growth and overall financial performance.

   
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Measures

Weighting

Alignment with Strategy

Organic Net Revenue Growth

25%

Incentivize growth over the long-term; also a key objective of our growth-oriented strategy.

Adjusted EPS Growth

25%

Overall measure of performance and primary driver of shareholder value creation and return on capital.

Annualized Relative TSR

50%

Directly link awards to shareholder value creation and performance versus peers.

At the end of the performance cycle, the number of shares actually earned may range from 0% to 200% of the target number of PSUs granted. The number of shares that may be earned against each measure, as a percentage of target, at threshold, target and maximum performance levels is as follows:

Metric Achievement:

Below Threshold

Threshold

Target

Max

Shares Earned (as a percentage of target):

0%

50%

100%

200%

2021-2023 Targets and Target Setting Process

For the 2021-2023 PSU grant, the target set for Annualized Relative TSR is the 55th percentile of the Performance Peer Group. The People and Compensation Committee sets our financial performance targets for Organic Net Revenue Growth and Adjusted EPS Growth based on annual average growth rates while also taking into consideration our long-term strategic plan and external guidance.

Although we do not prospectively disclose specific financial performance targets, we do disclose them retrospectively, along with results, at the end of each performance cycle (see “2019-2021 Performance Cycle Results and Shares Earned” on page 80). Revealing specific targets prospectively would provide competitors and other third parties with insights into our confidential planning process and strategies and potentially harm us competitively. We design our financial performance targets to be challenging, and there is no guarantee that any shares will be earned or that grants will pay out at or above target.

We provide directional guidance to assist shareholders in determining if our prospective performance targets are rigorous when evaluating our compensation programs. Below is the directional guidance on the prospective performance target, threshold and maximum for each metric in our 2021-2023 performance cycle.

Metrics

Threshold

 

Target

Max

Organic Net Revenue Growth

1.5pp below target

 

Greater than 3.5%

1.2pp above target

Adjusted EPS Growth

1.6pp below target

 

Greater than 7%

2.5pp above target

Annualized Relative TSR

25th percentile