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
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	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.
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	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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We’re confident that we have the right strategy, because we’re confident in our consumers. Our annual State of Snacking report – conducted in partnership with the Harris Poll – finds that approximately 75% of people always make room for snacks in their grocery budgets, even as prices rise. In a separate study, more than half of people expect to spend the same amount, or more, on cookies and chocolate in 2023 as they spent in 2022. These consumer findings confirm that we’re playing in the right categories and that we’re well positioned to win.

I’m proud of our progress as we advance toward Vision 2030. We hit an exciting milestone in the biscuit category in 2022, as Oreo surpassed $4 billion in global net revenue – further solidifying its position as the world’s favorite cookie. Additionally, our strategic acquisitions have enabled us to enter exciting adjacent spaces, including well-being and premium, as well as strengthening our presence in key geographies. Together, acquisitions since 2018 have added nearly $3 billion in revenues. In 2022, we closed three acquisitions that add exciting new segments and flavors to the Mondelēz International portfolio:

In addition to successfully acquiring these three businesses, we announced in late 2022 the sale of our developed market gum business to Perfetti Van Melle, which is expected to close in late 2023, upon the completion of regulatory approvals. This divestiture will help fund these recent acquisitions and continue to advance the evolution of our portfolio.

While I’m proud of our progress in Growth, Execution and Culture, I’m especially proud of our team for living our Purpose and recognizing the urgent challenges facing our planet. That’s why we have added Sustainability as the new fourth strategic pillar within Vision 2030. Our approach to sustainability is simple: We aim to lead in the areas where we matter most, like sourcing key ingredients and promoting human rights across our value chain, and to help drive change where the world needs it most, like reducing carbon emissions and packaging waste. In October, we launched the next chapter of Cocoa Life, our signature program designed to source cocoa more sustainably, with an additional $600 million investment through 2030, bringing our total investments to $1 billion. As part of this program, we’re investing in expanding Child Labor Monitoring & Remediation Systems in cocoa-growing communities, as well as helping to improve farm productivity and support farmers, while working to combat deforestation. We also continue to make progress on our goals to help address climate change – with continued reductions in our carbon footprint and water usage. Additionally, we’re advancing our Light & Right Packaging strategy – with approximately 95% of our packaging designed to be recyclable.

All of this good progress is a result of the passion of our amazing people. We remain focused on building our pool of deep and diverse talent, making strong progress in our global diversity, equity and inclusion ambitions for our colleagues, culture and community. At the end of 2022, women held nearly 40% of executive leadership roles (defined as the Mondelēz Leadership Team plus one level below), continuing to close the gap to the balance of the organization.⁽²⁾ For our U.S. leadership, Black employees held approximately 5.5% of management roles (defined as Director and above) at the end of 2022 and approximately 5.1% at the end of 2021.⁽³⁾ To further improve our performance and become a destination for the best talent in the consumer packaged goods industry, we’re continuing to invest in mentorship programs and diverse talent recruitment, with a particular emphasis on early careers.

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These are just a few highlights of our performance in 2022 – and they represent only the beginning of what we believe we can achieve as we accelerate growth toward Vision 2030. Our focus and portfolio reshaping strategy is working – and we’re well-positioned to continue driving attractive growth in 2023 and beyond.

By continuing to double down on the attractive chocolate, biscuits and baked snacks categories; investing in our widely loved brands; focusing on operational execution and cost discipline; empowering our great people and driving our Sustainability strategy, I am confident that we can deliver strong performance for years to come.

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

Best wishes,

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

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As Mondelēz International’s strategy evolves, our approach to executive compensation remains closely aligned with financial and strategic performance, with plan metrics designed to drive high quality results against each of our strategic pillars. This helps ensure that executives are appropriately incentivized to drive growth and that compensation is aligned with the shareholder experience. The Board and the People and Compensation Committee remain committed to maintaining our strong pay-for-performance philosophy.

As I near the completion of my first year as Lead Director, I am pleased to report that the Board and Company remain focused on advancing diversity, equity and inclusion (“DEI”), because we understand the importance of keeping Mondelēz International’s brands locally and culturally relevant, and we know our operations should reflect the consumers we serve. Accordingly, the Company is currently participating in a voluntary, independent, third-party racial equity audit in the United States and Canada. We believe this audit will be an important next step on the Company’s DEI journey, helping us better assess the progress of our ongoing DEI efforts to drive innovation and growth, while fostering productive stakeholder dialogue. We expect to share findings from the audit later this year.

Earlier this year, we appointed Anindita Mukherjee, Chairwoman & CEO of Pernod Ricard North America, to the Board. Her expertise in consumer insights, commercial execution and brand innovation provides important perspective as we continue to offer the management team critical decision-making support and oversight. After many years of valuable service, Lois D. Juliber and Christina S. Shi will not stand for re-election this year. The Board joins me in thanking them both for their many contributions to Mondelēz International. As part of our commitment to committee rotation and succession, following the Annual Meeting and provided they are re-elected, the Board anticipates that Michael A. Todman will assume leadership of the People and Compensation Committee and Jane Hamilton Nielsen will assume leadership of the Finance Committee.

Overall, our nine director nominees include three women, represent several national origins, range in age from 57 to 74, and collectively bring a myriad of professional and life experiences to the Board. One director nominee self-identifies as Asian, two director nominees self-identify as Black and six 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.

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

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

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

Sincerely,

Lead Director
Mondelēz International, Inc.

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NOTICE OF 2023 ANNUAL MEETING OF SHAREHOLDERS

TIME AND DATE 9:00 a.m. CDT on May 17, 2023 Venue Virtual Annual Meeting www.virtualshareholdermeeting.com/MDLZ2023 Record Date March 8, 2023	905 West Fulton Market, Suite 200 Chicago, IL 60607

ITEMS OF BUSINESS:

1.  To elect as directors the nine director nominees named in the Proxy Statement (“Proxy Statement”);

2.  To approve, on an advisory basis, the Company’s executive compensation;

3.  To hold an advisory vote on the frequency of future advisory votes to approve executive compensation;

4.  To ratify the selection of PricewaterhouseCoopers LLP as the independent registered public accountants for the fiscal year ending December 31, 2023;

5.  To vote on three shareholder proposals if properly presented at the meeting; and

6.  To transact any other business properly presented at the meeting.

 

 

 

 

 

 

WHO MAY VOTE:

Shareholders of record of Mondelēz International Class A Common Stock at the close of business on March 8, 2023, are entitled to vote at the Annual Meeting.

DATE OF DISTRIBUTION:

On or about April 6, 2023, we distributed the Notice of Internet Availability of Proxy Materials and made available electronically the Proxy Statement, Proxy Card and Annual Report on Form 10-K for the year ended December 31, 2022, online at http://materials.proxyvote.com/609207.

On or about April 10, 2023, we expect to mail the Proxy Statement, Proxy Card and Annual Report on Form 10-K for the year ended December 31, 2022, to shareholders who previously elected to receive a paper copy of the Proxy Materials.

 

FORMAT OF THE ANNUAL MEETING OF SHAREHOLDERS:

The Board of Directors (the “Board”) has determined that we will hold a virtual 2023 Annual Meeting of Shareholders (the “Annual Meeting”) 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 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 17, 2023. Online access to the webcast will open 15 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 relations section of our website at www.mondelezinternational.com.

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Log-In Instructions: To attend the Annual Meeting, shareholders will need to log in to www.virtualshareholdermeeting.com/MDLZ2023 using the 16-digit control number shown on their 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, 2022. On the day of, and during, the Annual Meeting, shareholders can view our agenda and meeting procedures and submit questions on www.virtualshareholdermeeting.com/MDLZ2023. Shareholders must have their 16-digit control number to submit questions. Shareholders can raise questions about the items of business for the meeting, and, after the business portion of the Annual Meeting concludes and the meeting is adjourned, shareholders will have another opportunity to raise general questions.

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 that we are unable to address 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 meeting time and address a variety of shareholder questions, we will respond to no more than three questions from any single shareholder.

Technical Assistance: We encourage shareholders to access the meeting before 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).

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, 2023

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 17, 2023

Mondelēz International, Inc.’s Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2022, are available at http://materials.proxyvote.com/609207.

HOW TO VOTE Even if you plan to attend the Annual Meeting online, please vote in advance. 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:

VIA THE INTERNET Visit the website listed on your Notice of Internet Availability of Proxy Materials, Proxy Card or VIF.

WITH YOUR MOBILE DEVICE Scan the QR barcode on your Notice of Internet Availability of Proxy Materials, Proxy Card or VIF.

BY TELEPHONE Call the telephone number on your Notice of Internet Availability of Proxy Materials, Proxy Card or VIF.

BY MAIL If you received paper copies of your Proxy Materials, mark, sign, date and return the Proxy Card in the envelope provided.

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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 “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objectives of management; any statements regarding our environmental, social and governance and sustainability strategies, goals and initiatives; any statements regarding future economic conditions or performance; any statements of belief or expectation; and any statements of assumptions underlying any of the foregoing or other future events. Forward-looking statements may include, among others, the words, and variations of words, “will,” “may,” “expect,” “would,” “could,” “might,” “intend,” “plan,” “believe,” “likely,” “estimate,” “anticipate,” “objective,” “predict,” “project,” “drive,” “seek,” “aim,” “target,” “potential,” “commitment,” “outlook,” “continue” or any other similar words.

Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results or outcomes could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and to inherent risks and uncertainties, many of which are beyond our control. Please see our risk factors, as they may be amended from time to time, set forth in our filings with the U.S. Securities and Exchange Commission (“SEC”), including our most recently filed Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. There may be other factors not presently known to us or which we currently consider to be immaterial that could cause our actual results to differ materially from those projected in any forward-looking statements we make. We disclaim and do not undertake any obligation to update or revise any forward-looking statement in this report except as required by applicable law or regulation.

The information included in, and any issues identified as material for purposes of, this document may not be considered material for 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. 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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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 2022 performance, please see our Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”).

2023 Annual Meeting of Shareholders

9:00 a.m. CDT on Wednesday, May 17, 2023.

The Annual Meeting will be a virtual meeting of shareholders conducted via webcast.

Record Date March 8, 2023.

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/ MDLZ2023 and using the 16-digit control number shown on their Notice of Internet Availability of Proxy Materials, Proxy Card or VIF.

 

How to Vote in Advance of the Meeting

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

VIA THE INTERNET Visit the website listed on your Notice of Internet Availability of Proxy Materials, Proxy Card or VIF.

WITH YOUR MOBILE DEVICE Scan the QR barcode on your Notice of Internet Availability of Proxy Materials, Proxy Card or VIF.

BY TELEPHONE Call the telephone number on your Notice of Internet Availability of Proxy Materials, Proxy Card or VIF.

BY MAIL If you received paper copies of your Proxy Materials, mark, sign, date and return the Proxy Card in the envelope provided.

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Items of Business

Item	Voting Choices	Board’s Voting Recommendation	More Information
Company Proposals:
Item 1. Election of nine director nominees named in the Proxy Statement	With respect to each nominee: For Against Abstain	FOR All Nominees	Page 18
Item 2. Advisory vote to approve executive compensation	For Against Abstain	FOR	Page 116
Item 3. Advisory vote on the frequency of future advisory votes to approve executive compensation	One Year Two Years Three Years Abstain	ONE YEAR	Page 117
Item 4. Ratification of the selection of PricewaterhouseCoopers LLP as independent registered public accountants for the fiscal year ending December 31, 2023	For Against Abstain	FOR	Page 118
Shareholder Proposals:
Item 5. Require independent chair of the board	For Against Abstain	AGAINST	Page 121
Item 6. Publish annual benchmarks for achieving Company’s 2025 cage-free egg goal	For Against Abstain	AGAINST	Page 124
Item 7. Adopt public targets to eradicate child labor in cocoa supply chain	For Against Abstain	AGAINST	Page 127
Transact any other business properly presented at the meeting.

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About Mondelēz International

Mondelēz International empowers people to snack right around the world. With global net revenues of $31.5 billion in 2022, we are leading the future of snacking with iconic global and local brands such as Oreo, Ritz, LU, CLIF Bar and Tate’s Bake Shop biscuits and baked snacks, as well as Cadbury Dairy Milk, Milka and Toblerone chocolate. Our mission is to provide the right snack, for the right moment, made the right way.

Director Nominees

ELECTION OF DIRECTORS – NOMINEES

The Governance, Membership and Sustainability Committee (the “Governance Committee”) recommended and the Board nominated each of the nine director nominee listed here. Directors are elected for a term of one year. Additional information about the director nominees is provided under “Director Nominees for Election at the Annual Meeting” on page 24. Lois D. Juliber and Christiana S. Shi will not stand for re-election and the Board thanks them for their service. The size of the Board will be reduced to nine members as of the Annual Meeting.

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Director Nominees at a Glance

Lewis W.K. Booth Former Executive Vice President and Chief Financial Officer, Ford Motor Company Director since 2012 White/Male Age: 74 INDEPENDENT	Charles E. Bunch Retired Executive Chairman, PPG Industries, Inc. Director since 2016 White/Male Age: 73 INDEPENDENT	Ertharin Cousin Founder, President and Chief Executive Officer, Food Systems For The Future Institute Director since 2022 Black/Female Age: 65 INDEPENDENT
Jorge S. Mesquita Former Chief Executive Officer, BlueTriton Brands, Inc. Director since 2012 White/Male Age: 61 INDEPENDENT	Anindita Mukherjee Chairwoman and Chief Executive Officer, Pernod Ricard North America Director since 2023 Asian/Female Age: 57 INDEPENDENT	Jane Hamilton Nielsen Chief Operating Officer and Chief Financial Officer, Ralph Lauren Corporation Director since 2021 White/Female Age: 58 INDEPENDENT
Patrick T. Siewert Managing Director and Partner, The Carlyle Group, L.P. Director since 2012 Lead Director since 2022 White/Male Age: 67 INDEPENDENT	Michael A. Todman Former Vice Chairman, Whirlpool Corporation Director since 2020 Black/Male Age: 65 INDEPENDENT	Dirk Van de Put Chairman and Chief Executive Officer, Mondelēz International, Inc. Director since 2017 White/Male Age: 62

We Value the Diversity of our Director Nominees

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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 33, “Compensation Governance” on page 90, and “2024 Annual Meeting of Shareholders” on page 138.

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Executive Compensation

OVERVIEW OF PAY ELEMENTS

This table identifies and describes the primary elements of the 2022 executive compensation program for our Named Executive Officers (“NEOs”). A more detailed discussion, including definitions of the financial measures used in our Annual Incentive Plan (“AIP”) and Performance Share Unit (“PSU”) grants, appears later in this Compensation Discussion and Analysis (“CD&A”) and in Annex A.

2022 COMPENSATION PROGRAM DESIGN CHANGES

We did not make any material changes to our 2022 design relative to our design in 2021. 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 we show the 2022 total target compensation mix for our CEO and, on average, our other NEOs. This compensation mix includes base pay, target annual incentive and long-term incentive grants. A significant portion of compensation for both the CEO and the other NEOs is at risk/variable pay.

2022 Target Compensation

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ITEM 1. 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 who will form 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. This year, the Board is renominating nine incumbent directors. Ms. Juliber and Ms. Shi will not stand for re-election at the Annual Meeting. Effective as of the Annual Meeting, the size of the Board will be reduced to nine.

Relevant Qualifications, Knowledge and Experience 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 candidate’s general understanding of the varied disciplines relevant to the success of a large, publicly traded company in today’s global business environment; • the candidate’s understanding of the Company’s global businesses and markets; • the candidate’s professional experience 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 candidate meets various independence requirements, including whether his or her service on boards and board committees of other organizations is consistent with our conflicts of interest policy; and • whether the candidate can devote sufficient time and effort to fulfill a director’s responsibilities to the Company given his or her other commitments. See Key Competencies on page 20.

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This year, the Board is nominating nine incumbent directors. Ms. Juliber and Ms. Shi, who were elected by the shareholders at the 2022 Annual Meeting of Shareholders, will not stand for re-election in 2023. Effective as of the Annual Meeting, the size of the Board will be reduced to nine. The Board anticipates Ms. Nielsen will become the Chair of the Finance Committee and Mr. Todman will become the Chair of the People and Compensation Committee following the Annual Meeting, provided they are re-elected.

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BOARD COMPOSITION: DIRECTOR QUALIFICATIONS, KNOWLEDGE AND EXPERIENCE

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

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 • Technology/information technology strategy
LEADERSHIP EXPERIENCE	Leadership Experience gives a director the ability to motivate, manage, and 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 • 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 • New media/digital technology/digital commerce

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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 • Public company board service • Corporate governance knowledge • Risk oversight

Director Skills

Director Nominee Skills & Experience
Industry Experience				•	•	•	•	•	•
Significant Operating Experience	•	•	•	•	•	•	•	•	•
Leadership Experience	•	•	•	•	•	•	•	•	•
Substantial Global Business and Other International Experience	•	•	•	•	•	•	•	•	•
Accounting and Financial Expertise	•	•				•	•	•	•
Product Research, Development and Marketing Experience		•		•	•		•	•	•
Public Company Board and Corporate Governance Experience	•	•	•	•	•	•	•	•	•

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

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

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

BOARD REFRESHMENT THROUGH DIRECTOR TENURE AND AGE LIMITS

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

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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 four new directors joining the Board in the last three 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 geographic location, as diversity in those characteristics promotes a breadth of views, knowledge, experience and background that contributes to more informed and effective decision-making. The Guidelines state that as part of the search process for each new director, the Governance Committee must actively seek out (and instruct any search firm it engages to 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 evaluates the effectiveness of the Board’s efforts to promote diversity. The ultimate selection of directors from the candidate pool depends on a variety of factors, which are discussed under “How We Build an Experienced and Qualified Board” on page 18 and “Board Composition: Director Qualifications, Knowledge and Experience” on page 20.

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 & Inclusion Officer (“Chief Diversity & Inclusion Officer”).

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

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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 manner set forth in the advance notice provisions of our Amended and Restated By-Laws (“By-Laws”).

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

Shareholders Elect Directors Annually

Directors are elected annually by a majority of votes cast if the election is uncontested. The terms of all directors elected at the Annual Meeting are scheduled to end at the 2024 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 nine individuals introduced below. Ms. Mukherjee, who was appointed to the Board in January 2023, was recommended for consideration by Russell Reynolds Associates, an international executive search firm, to assist in the identification and assessment of potential director candidates. Shareholders most recently elected ten incumbent directors to one-year terms at the 2022 Annual Meeting of Shareholders. Ms. Juliber and Ms. Shi, who were re-elected by the shareholders at the 2022 Annual Meeting of Shareholders, will not stand for re-election in 2023, and the Board thanks them for their service.

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

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Director Nominees for Election at the Annual Meeting

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

The following information regarding each director nominee is as of March 8, 2023, unless otherwise noted.

Lewis W.K. Booth Former Executive Vice President and Chief Financial Officer, Ford Motor Company   INDEPENDENT

DIRECTOR SINCE: October 2012 White/Male Age 74

DIRECTOR SKILLS:

BOARD COMMITTEES: • Audit (Chair) • Finance

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

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Charles E. Bunch Retired Executive Chairman, PPG Industries, Inc.   INDEPENDENT

DIRECTOR SINCE: September 2016 White/Male Age 73

DIRECTOR SKILLS:

BOARD COMMITTEES: • Governance (Chair) • People and Compensation

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

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Ertharin Cousin Founder, President and Chief Executive Officer, Food Systems for the Future Institute   INDEPENDENT

DIRECTOR SINCE: January 2022 Black/Female Age 65

DIRECTOR SKILLS:

BOARD COMMITTEES: • Governance • People and Compensation

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

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Jorge S. Mesquita Former Chief Executive Officer, BlueTriton Brands, Inc   INDEPENDENT

DIRECTOR SINCE: May 2012 White/Male Age 61

DIRECTOR SKILLS:

BOARD COMMITTEES: • Audit • Finance

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

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Anindita Mukherjee Chairwoman and Chief Executive Officer of Pernod Ricard North America   INDEPENDENT

DIRECTOR SINCE: January 2023 Asian/Female Age 57

DIRECTOR SKILLS:

BOARD COMMITTEES: • Governance • People and Compensation

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

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Jane Hamilton Nielsen Chief Operating Officer and Chief Financial Officer, Ralph Lauren Corporation   INDEPENDENT

DIRECTOR SINCE: May 2021 White/Female Age 58

DIRECTOR SKILLS:

BOARD COMMITTEES: • Audit • Finance

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

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	Patrick T. Siewert Managing Director and Partner, The Carlyle Group, L.P.     INDEPENDENT	DIRECTOR SINCE: October 2012 LEAD DIRECTOR May 2022 White/Male Age 67	DIRECTOR SKILLS:	BOARD COMMITTEES:   as lead director, ex-officio non-voting member of all committees
PROFESSIONAL BACKGROUND: Mr. Siewert has served as a Managing Director and Partner for The Carlyle Group, L.P., a global alternative asset management firm, since 2007. From 2001 to 2007, Mr. Siewert held a variety of roles with The Coca-Cola Company, a global beverage company, including Group President and Chief Operating Officer, Asia, and was a member of the Global Executive Committee. From 1974 to 2001, he held a variety of roles with Eastman Kodak Company, a technology company focused on imaging products and services, including Chief Operating Officer, Consumer Imaging and Senior Vice President and President of the Kodak Professional Division.
DIRECTOR QUALIFICATIONS:
• While working at Coca-Cola, Eastman Kodak and Carlyle, Mr. Siewert developed extensive knowledge in the food and beverage and consumer products industries, especially insights into consumer trends and routes-to-market. • Mr. Siewert led business operations globally and in the Americas, Europe, Africa, the Middle East and Asia. He currently focuses on investments in Asian markets and select global opportunities. • Mr. Siewert has extensive public company board and corporate governance experience. He is lead director of the Board of Directors of Avery Dennison Corporation.

INDUSTRY EXPERIENCE

SIGNIFICANT OPERATING EXPERIENCE

LEADERSHIP EXPERIENCE

SUBSTANTIAL GLOBAL BUSINESS AND OTHER INTERNATIONAL EXPERIENCE

ACCOUNTING AND FINANCIAL EXPERTISE

PRODUCT RESEARCH, DEVELOPMENT AND MARKETING EXPERIENCE

PUBLIC COMPANY BOARD AND CORPORATE GOVERNANCE EXPERIENCE

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	Michael A. Todman Former Vice Chairman, Whirlpool Corporation   INDEPENDENT	DIRECTOR SINCE: May 2020 Black/Male Age 65	DIRECTOR SKILLS:	BOARD COMMITTEES: • Audit • Finance (Chair)
PROFESSIONAL BACKGROUND: Mr. Todman served as Vice Chairman of Whirlpool Corporation, a global home appliance company, from November 2014 until his retirement in December 2015, and as a member of Whirlpool’s Board of Directors for nine years. Prior to that, Mr. Todman was President, Whirlpool International, from 2009 to 2014 and President, Whirlpool North America, from 2007 to 2009. Mr. Todman joined Whirlpool in 1993 and served in various capacities, including management, operations, sales and marketing positions in North America and Europe. Before joining Whirlpool, Mr. Todman served in a variety of roles of increasing responsibility with Wang Laboratories, Inc., a manufacturer of computer systems, from 1983 to 1993, and PricewaterhouseCoopers LLP, a multinational professional services firm, from 1979 to 1983.
DIRECTOR QUALIFICATIONS:
• Mr. Todman has broad leadership experience, including leading a $10 billion international business unit at Whirlpool. • Mr. Todman brings strong industry knowledge and marketing experience. He has extensive consumer experience from Whirlpool and as a director of Newell Brands and Brown-Forman. • Mr. Todman has comprehensive knowledge of emerging markets and has led strategic growth initiatives for emerging markets in Asia. • Mr. Todman has extensive public company board and corporate governance experience. He is a director of Brown-Forman, Carrier Global Corporation and Prudential, and a former director of Newell Brands and Whirlpool.

INDUSTRY EXPERIENCE

SIGNIFICANT OPERATING EXPERIENCE

LEADERSHIP EXPERIENCE

SUBSTANTIAL GLOBAL BUSINESS AND OTHER INTERNATIONAL EXPERIENCE

ACCOUNTING AND FINANCIAL EXPERTISE

PRODUCT RESEARCH, DEVELOPMENT AND MARKETING EXPERIENCE

PUBLIC COMPANY BOARD AND CORPORATE GOVERNANCE EXPERIENCE

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	Dirk Van de Put Chairman and Chief Executive Officer, Mondelēz International, Inc.	DIRECTOR SKILLS:	DIRECTOR SINCE: November 2017 CHAIRMAN: April 2018 White/Male Age 62
PROFESSIONAL BACKGROUND: Mr. Van de Put became Chief Executive Officer of Mondelēz International and joined the Company’s Board of Directors in November 2017. He became 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 was President and Chief Executive Officer, Global Over-the-Counter, Consumer Health Division of Novartis AG, a global healthcare company, from 2009 to 2010. From 1998 to 2009, he held a variety of roles with Groupe Danone SA, a multinational provider of packaged water, dairy and baby food products, including Executive Vice President, Fresh Dairy and Waters, Americas, and Executive Vice President, Fresh Dairy and Waters, Latin America. From 1997 to 1998, Mr. Van de Put served as President, Coca-Cola Caribbean, and as Vice President, Value Chain Management, Coca-Cola Brazil. From 1986 to 1997, he held a variety of roles with Mars, Incorporated, a global manufacturer of confectionery, pet food and other food products and a provider of animal care services, including General Manager and President, Southern Cone Region, Mars South America and Vice President, Marketing, Latin America.
DIRECTOR QUALIFICATIONS:
• Mr. Van de Put is a seasoned global Chief Executive Officer with experience and expertise in all critical business and commercial operations in both emerging and developed markets. He brings a global perspective to the Board, having lived and worked on three different continents. • Mr. Van de Put has extensive leadership experience, including 30 years of experience in the food and consumer packaged goods industry. • Mr. Van de Put is fluent in English, Dutch, French, Spanish and Portuguese. • Mr. Van de Put has public company board and corporate governance experience. He is a former director of Keurig Dr Pepper Inc. and Mattel, Inc. AB Inbev SA/NV has announced that Mr. Van de Put has been nominated for election to its Board of Directors at its General Shareholders’ Meeting to be held on April 26, 2023.

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

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CORPORATE GOVERNANCE

 

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

Governance Guidelines

 

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

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

Key Practice or Policy		Benefits
Independent Lead Director. Our independent Lead Director has broad and substantive duties and responsibilities that have considerable overlap with those typically performed by an independent Board Chair, including: • Engages in planning and approval of meeting schedules and agendas; • Presides over regular executive sessions of independent directors; • Provides input into the design of the annual Board, committee and individual director self-evaluation process; • Conducts the annual Board and individual director self-evaluation process in coordination with the Governance Committee; and • Consults with major shareholders.		A highly effective and engaged independent Lead Director: • Provides independent Board leadership and oversight, including with respect to business matters and risk management activities; • Enhances independent directors’ input and investors’ perspectives on agendas and discussions; • Fosters candid discussion during regular executive sessions of the independent directors; • Facilitates effective communication and interaction between the Board and management; • Serves as a liaison between the independent directors and the Chair and CEO; and • Provides feedback to management regarding Board concerns and information needs.
Majority Independent Board. • At least 80% of our directors must meet the independence requirements prescribed by Nasdaq listing standards. • The Guidelines provide that currently the Chair and CEO should be the only member of management to serve as a director.		• Provides independent Board oversight of management on behalf of shareholders. • Board composed entirely of independent directors (with the exception of the CEO). • Committees composed entirely of and chaired by independent directors.

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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 visits to Company facilities and during our Board and committee meetings. During 2022, individual directors toured the Chicago Bakery and observed U.S. Biscuit production, met with employees, participated in a market visit and toured the facilities at our newly acquired Chipita business in Lamia, Greece.

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We also regularly conduct voluntary educational sessions for directors on a variety of topics relevant to the Company. In 2022, these sessions focused on Enterprise Digital Transformation and Diversity, Equity and Inclusion.

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

Board Leadership Structure

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

The Board may determine that the CEO should also serve as Chair, and if it does so, the independent directors appoint an independent Lead Director with broad and substantive duties and responsibilities that have considerable overlap with those of an independent Board Chair. The independent Lead Director engages in planning and approving meeting schedules and agendas, including the review of briefing materials, and has the power to call meetings of the independent directors or the Board. As part of the Board’s regular agenda, the independent Lead Director presides over executive sessions of the independent directors without the participation of the Chairman and CEO. The independent Lead Director also serves as a direct point of contact for shareholders, and in Fall 2022 led engagements with investors holding approximately 19% of our outstanding shares. The independent Lead Director also frequently confers with the other independent directors on various Board and Company matters. In addition, the independent directors may assign, and from time to time have assigned, to the independent Lead Director any additional duties over and above these fixed responsibilities as they deem appropriate.

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

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

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

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

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

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INDEPENDENT LEAD DIRECTOR ROLE AND RESPONSIBILITIES

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

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

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

Director Independence

ALL DIRECTORS ARE INDEPENDENT EXCEPT FOR OUR CHAIRMAN AND CEO

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

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Based on that criterion, the Board determined that Lewis W.K. Booth, Charles E. Bunch, Ertharin Cousin, Jorge S. Mesquita, Anindita Mukherjee, Jane Hamilton Nielsen, Patrick T. Siewert and Michael A. Todman are all independent. 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. At our investor update on May 10, 2022, we unveiled the evolution of our long-term growth strategy elevating Sustainability as a fourth strategic growth pillar now sitting alongside Growth, Execution and Culture.

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

Our Board also oversees our ESG-related risks, strategy, progress, and alignment with purpose, stakeholder interests and strategic risks and opportunities, and reviews progress and challenges on evolving our growth culture and our DEI goals. For more information, see “Our Distinctive Approach to Environmental and Social Issues,” which begins on page 58.

Board Oversight of Risk Management

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

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

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

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Our committees oversee risks within their respective areas of accountability and report back to the Board. During 2022, the Board and committees reviewed and assessed risks related to our business and operations as shown below:

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While the Board and each committee have ultimate responsibility for risk oversight, management is responsible for the day-to-day management of risk. Our ERM process is ongoing and implemented at all levels of our operations and across business units. We have robust internal processes and controls that facilitate the identification, assessment, prioritization, mitigation, monitoring and validation of material short-, intermediate- and long-term risks. Annually, we conduct a formal global and business unit risk assessment of our business, which includes input from many of our key business and functional leaders and other subject matter experts from across the globe, that provides the basis for the Board’s risk review and oversight process. Our ERM program also leverages a risk mapping process that considers, among other things, risk impact, velocity, likelihood and preparedness. We regularly engage outside advisors, where appropriate, to assist in the identification and evaluation of risks.

We have a Risk and Compliance Committee, co-led by our SVP & Chief Counsel, Chief Compliance Officer (“Chief Compliance Officer”) and SVP, Chief Audit & Controls Officer (“Chief Audit & Controls Officer”) and composed of leaders from the Finance, Accounting, Legal, Compliance, Internal Audit and People functions, which provides broad oversight of our enterprise risks and ERM process. The Risk and Compliance Committee meets regularly and, through consultation with senior leaders and other managers with subject matter expertise, periodically assesses the key risks facing the Company, works with those risk owners responsible for managing each specific risk, and reviews mitigation actions and the status of the annual enterprise risk assessment. Our Chief Compliance Officer and Chief Audit & Controls Officer regularly report to the Audit Committee to provide updates on the status of the ERM process, which the Audit Committee Chair reports to the full Board. Similar risk and compliance committees exist on regional and local levels.

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

The Company also believes that our Board leadership structure supports the Board’s risk oversight function. The combined roles of Chair and CEO ensure items of greatest importance for the business, including significant emerging risks, are brought to the attention of, and reviewed by, the Board on a timely basis, in consultation with the independent Lead Director and Committee Chairs, ensuring appropriate oversight and discussion. For more information, see “Board Leadership Structure,” which begins on page 36.

Board Oversight of Human Capital Management and Corporate Culture

HUMAN CAPITAL MANAGEMENT

Our Board recognizes that our employees are one of our greatest assets, and is actively engaged in overseeing human capital management throughout the organization. The 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, workplace compliance matters, and diversity policies, objectives and programs.

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Talent Development

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

Diversity, Equity and Inclusion

To build on and sustain our significant progress on DEI initiatives over the last several years, our governance model includes full Board reviews twice per year of the Company’s approach and response to DEI. The Board is involved and aligned with management, including our Mondelēz Leadership Team and Chief Diversity & Inclusion Officer, on our DEI commitments and initiatives.

To ensure our CEO and other senior leaders focus on DEI commitments and initiatives, we include specific DEI metrics as a part of the strategic scorecard within their annual incentive plan. These metrics include women in leadership globally and Black representation on our U.S. management team. At the end of 2022, women held nearly 40% of executive leadership roles (defined as the Mondelēz Leadership Team plus one level below), continuing to close the gap to the balance of the organization, and approximately 27% of the CEO executive direct report roles.⁽¹⁾ For our U.S. leadership, Black employees held approximately 5.5% of management roles (defined as Director and above) at the end of 2022 and approximately 5.1% at the end of 2021.⁽²⁾

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.

In response to the Covid-19 pandemic, and where appropriate, we continue to take measures in our facilities including implementing temperature screening, social distancing, mask-wearing and work-from-home policies where applicable and in accordance with state and local guidelines.

To support our colleagues and promote a diverse and sustainable workforce, in 2021 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 awareness of all employees of available resources.

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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.

CORPORATE CULTURE

Our Board believes that a positive corporate culture is vitally important to our success. Accordingly, the Board oversees the implementation of practices and policies to maintain a positive and engaging work environment for our team members. Our global compliance and integrity program guides our employees to act with integrity and make ethical decisions while conducting business around the world. In addition, Board members are provided direct access to our employees. Directors have engaged with employees in person through activities such as walking the floors of our offices and participating in plant and in-market visits. These visits help directors assess our culture and interact with employees outside the senior management team.

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

For additional details on talent management and development initiatives, our DEI initiatives, workplace safety and wellness, and our engagement survey, please see the Human Capital section of our 2022 Form 10-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 due to conflicts or unforeseen circumstances.

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Codes of Conduct

CODE OF BUSINESS CONDUCT AND ETHICS FOR NON-EMPLOYEE DIRECTORS

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

EMPLOYEE CODE OF CONDUCT

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

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

Where to Find More Information

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

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

We 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 the Code of Conduct, and any waiver granted to an executive officer or director under these codes, to the extent required.

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Review of Transactions with Related Persons

RELATED PERSON TRANSACTIONS POLICY AND PROCEDURES

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

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

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

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

REVIEW OF RELATED PERSON TRANSACTIONS SINCE JANUARY 1, 2022

On January 31, 2023, BlackRock, Inc. (“BlackRock”), an investment management corporation, filed a Schedule 13G/A with the SEC reporting that it was a greater than 5% shareholder of the Company as of December 31, 2022. During 2022, 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 $2.197 million during 2022. 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 2023 for similar services. Fees, based on plan asset value, are paid quarterly on a lagging basis.

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Shareholder Outreach and Communication with the Board

As part of our effort to better understand our shareholders’ perspectives, we regularly engage with shareholders, seeking their input and views on various matters. Since our 2022 Annual Meeting of Shareholders, the independent Lead Director and members of senior management have conducted comprehensive shareholder engagement. We reached out to shareholders representing nearly 51% of our outstanding shares, and engaged with 17 different shareholders that collectively represent approximately 30% of our outstanding shares. The independent Lead Director met with shareholders representing approximately 19% of our outstanding shares. In addition, we engaged with shareholders on governance and ESG matters at roundtables and corporate governance forums.

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

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

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

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

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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 these 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. Directors may attend the meetings of any committee of which they are not a member. Committees may retain outside legal, financial, accounting and other advisors at the Company’s expense. Each Committee regularly reports its actions and recommendations to the Board.

Committee Membership

	As of March 8, 2023
	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*
Jorge S. Mesquita
Anindita Mukherjee
Jane Hamilton Nielsen**
Christiana S. Shi*
Patrick T. Siewert	+	+	+	+
Michael A. Todman***
Total Number of Committee Meetings During 2022	10	6****	9	9
* Ms. Juliber and Ms. Shi will not stand for re-election to the Board. ** The Board anticipates Ms. Nielsen will become the Chair of the Finance Committee following the Annual Meeting, provided she is re-elected. *** The Board anticipates Mr. Todman will become the Chair of the People and Compensation Committee following the Annual Meeting, provided he is re-elected. **** The Finance Committee acted once by unanimous written consent. + As Lead Director, Mr. Siewert is an ex-officio non-voting member of all committees. Member Chair

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Audit Committee

The Board has determined that all of the Audit Committee members meet the enhanced test of independence prescribed by the Nasdaq listing standards and SEC rules. The Board also has determined that director nominees Lewis W.K. Booth, Jane Hamilton Nielsen 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. No Audit Committee member received any payments in 2022 from Mondelēz International other than compensation for service as a director.

RESPONSIBILITIES

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

Among other duties, the Audit Committee also oversees:

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

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

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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.

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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 2022 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 2022 and 2021 were:

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

Audit-Related Fees include professional services in connection with audits of carve-out financial statements, financial due diligence services, employee benefit plan audits and 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

RESPONSIBILITIES

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

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The Finance Committee also reviews and discusses with management:

Governance, Membership and Sustainability Committee

RESPONSIBILITIES

The Governance Committee’s responsibilities include:

Membership

Governance

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Sustainability and Public Affairs

Other Duties and Responsibilities

POLITICAL ACTIVITY AND GOVERNANCE

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

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

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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 compensation committee members. All members are “non-employee directors” under SEC rules and outside directors under the Internal Revenue Code of 1986, as amended (the “Code”). None of the People and Compensation Committee’s members are or were:

RESPONSIBILITIES

The People and Compensation Committee’s responsibilities include:

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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.

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

See “How Compensation Decisions are Made” on page 86 for additional detail on roles in the decision-making process.

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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 during informal events. More broadly, the Board is updated on human capital matters for the overall workforce, including recruiting, DEI and development programs.

HOW THE PEOPLE AND COMPENSATION COMMITTEE MANAGES COMPENSATION-RELATED RISK

As it does each year, in 2022 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 above, 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:

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The Audit Committee oversees our ethics and compliance programs that educate executives and other employees on appropriate behavior and the consequences of inappropriate actions. Additionally, the People and Compensation Committee reviews workplace compliance on an annual basis. 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 considerations, 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. The People and Compensation Committee’s independent compensation consultant, Semler Brossy, conducted a thorough annual review of our approach and reviewed the People and Compensation Committee’s risk analysis and agreed with this conclusion.

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 Earnings 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,

In light of these considerations, 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 conducted a thorough annual review of our approach and reviewed the People and Compensation Committee’s risk analysis and agreed with this conclusion.

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OUR DISTINCTIVE APPROACH TO ENVIRONMENTAL AND SOCIAL ISSUES

 

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

Snacking Made Right is the lens through which we determine our ESG priorities to deliver on our mission of leading the future of snacking by offering the right snack, for the right moment, made the right way. We have a clear strategic approach to making snacking right, so we can drive innovative, more sustainable business growth the right way for people and the planet. At our investor update on May 10, 2022, we unveiled the evolution of our long-term growth strategy elevating Sustainability as a fourth strategic growth pillar now sitting alongside Growth, Execution and Culture.

Our Strategic Focus Areas

We focus where we believe we can make a bigger difference and deliver greater long-term positive impact. Our strategy and goals in addressing our key focus areas are central to supporting our growth around the world and creating long-term value for both the business and our stakeholders. We also work together in collaboration with partners, external advisors, regulators, shareholders and other stakeholders as we focus on increasing our long-term positive impact and supporting the needs of the planet, our consumers, our colleagues and our other stakeholders.

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

 

Our strategic focus areas and progress goals map to the areas of our business that we believe account for our greatest opportunity to help make a positive lasting impact on the environment and communities we touch. They are also aligned to our long-term business success. By focusing our efforts in these areas, we can help drive more sustainable business growth and deliver meaningful progress in achieving our ambition to reduce our environmental impact and empower people and communities.

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Board Oversight and Governance of ESG

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

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

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 management accountable for achieving our goals, and we include ESG goals in the annual compensation plan for executives.

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

Our Goals

We have set public goals to achieve meaningful progress and drive positive, lasting change. Our goals include more sustainable sourcing of key ingredients, reducing our environmental footprint, promoting the rights of people across our value chain and offering a broad range of high-quality snacks addressing consumer needs while encouraging consumers to snack mindfully. In 2022, we made progress against these goals, such as by expanding our signature raw material sourcing programs, including our 2022 announcement of the next phase of Cocoa Life backed by an additional $600 million through 2030, for a total of $1 billion investment since the start of the program.

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United Nations Sustainable Development Goals

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

ESG Reporting

We are committed to being transparent and effective in sharing our progress against our public goals and will share detailed updates in our annual ESG Snacking Made Right report. We expect to publish our next update in May 2023 as part of our 2022 Snacking Made Right report, which will be available on our website, www.mondelezinternational.com. The report will include updates on our activities to more sustainably source key ingredients, such as cocoa, wheat and palm oil, and our progress on sourcing cage-free eggs globally. We will also provide updates on our efforts to promote rights of people across our value chain, including our efforts to help address the systemic issue of child labor in the cocoa supply chain, as well as information on the steps we are taking to reduce our environmental footprint. We provide additional information regarding our efforts to help address the systemic issue of child labor in the cocoa supply chain in our annual Human Rights Due Diligence & Modern Slavery Report, which also will be available on our website, www.mondelezinternational.com. In addition, we are tracking adoption of standards such as those published by the Sustainability Accounting Standards Board (“SASB”) and the Task Force on Climate-related Financial Disclosures (“TCFD”), and we disclose alignment indexes to SASB and TCFD on our website. Our 2022 Snacking Made Right 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 also disclose our consolidated EEO-1 statement of the race and gender of U.S.-based employees, as well as our Board diversity data.

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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 annually to confirm that the compensation we offer is market-competitive without being excessive. To support the People and Compensation Committee’s review, at the People and Compensation Committee’s request, Semler Brossy:

•

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

•

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

•

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

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

Using Semler Brossy’s assessment, the People and Compensation Committee recommended no changes to the non-employee director compensation program in 2022. The average total pay of $308,000 approximates market median and the pay mix of 38% cash and 62% equity is aligned with market.

Summary of 2022 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 meeting fees.

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

Plan Limits on Non-Employee Director Grants

Our shareholder-approved Amended and Restated 2005 Performance Incentive Plan (the “Equity Plan”) caps the maximum fair market value of Common Stock grants made to any non-employee director in any calendar year at $500,000. See the “2022 Non-Employee Director Compensation” and “2022 Non-Employee Director Awards” tables on pages 63-64 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 Plan offered to U.S. salaried employees.

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

Equity Compensation – Annual Equity Grant

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

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

Director Stock Ownership Guidelines

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

If a non-employee director does not meet these ownership expectations, the Lead Director will consider the non-employee director’s particular situation and may take action as deemed appropriate. As of March 8, 2023, 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).

2022 Non-Employee Director Compensation