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UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, DC 20549

 

SCHEDULE 14A

 

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

(Amendment No.     )

 

  Filed by the Registrant   Filed by a Party other than the Registrant

 

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

 

Mondelēz International, Inc.

 

 

(Name of Registrant as Specified in Its Charter)

 

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

 

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

 

 

LETTER FROM OUR CHAIR AND CHIEF EXECUTIVE OFFICER

 

April 5, 2024

 

Dirk Van de Put

Chair and Cheif Executive Officer

 

“By continuing to double down on the attractive chocolate, biscuits and baked snacks categories; investing in our widely loved brands; focusing on operational execution and cost discipline; empowering our great talent; and advancing our sustainability strategy, I am confident that we are well-positioned to continue delivering attractive growth for years to come.”

 

Dear Fellow Shareholders,

 

I am incredibly proud of the progress our Company made in 2023 – delivering strong results, delighting more and more consumers, and continuing to make meaningful progress against our sustainability priorities. Amid a complex backdrop punctuated by growing inflation and economic uncertainty, we delivered our best year ever – with best ever top-line growth, continued share improvements, and record gross profit dollar growth, while returning nearly $4 billion in capital to shareholders. Our five-year total shareholder return of 15.1% through year-end 2023 is nearly double our peer average of 8.8%, and our one-year return of 11.2% is particularly strong – as our peers’ average return has fallen into negative territory (-3.9%).

 

These results deepen our confidence that the strength of our brands, our proven strategy, our continued and increasing investments – and especially our great people – position us well to achieve our long-term financial targets. We remain committed to continuous improvement, and we deeply appreciate your investment in our Company and your continued support of our strategy.

 

We are well on our way to achieving our goal of generating about 90% of revenue through our core categories: chocolate, biscuits, and baked snacks. Consumer research validates our focus on these core categories. As reported in our annual State of Snacking report, conducted in partnership with The Harris Poll consumer research firm, about 88% of consumers snack daily. Furthermore, approximately 66% of consumers report that they have not made significant changes to their snacking budgets, even though they are more conscious of rising prices, and our data continue to show that consumers firmly believe snacking plays an important role in active and busy lifestyles. 

 

We continue to make progress across the four pillars of our Vision 2030 strategy – Growth, Execution, Culture, and Sustainability:

 

Growth: Accelerating growth and focusing our portfolio to generate about 90% of revenue in the attractive, resilient core categories of chocolate, biscuits, and baked snacks with a focus on mindful snacking.
Execution: Investing more than $1 billion to become the digital snacks leader – aiming to deliver about 20% of revenues from digital channels by 2030 – while advancing future-forward commercial growth capabilities and a customer-centric supply chain.
Culture: Strengthening our local-first operating model to further empower employees, promote a winning growth culture, and continue to build a team of deep and diverse talent.
Sustainability: Helping to drive positive change at scale across our key environmental, social, and governance priorities.


   
2024 PROXY STATEMENT  |  1
 

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

 

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

 

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

 

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

 

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

 

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

 

Best wishes,

 

 

Dirk Van de Put

Chair and Chief Executive Officer

Mondelēz International, Inc.

   
2024 PROXY STATEMENT  |  2
 

LETTER FROM OUR INDEPENDENT LEAD DIRECTOR

 

April 5, 2024

 

Patrick T. Siewert

Independent Lead Director

 

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

 

Dear Fellow Shareholders,

 

On behalf of the Board of Directors, I’m pleased to reinforce our confidence that Mondelēz International has the right strategy, the right products and the right people to drive robust results in the years ahead. We remain committed to providing thoughtful, independent oversight and counsel on the Company’s strategy, operations and risk – while continuing to promote our strong governance and culture, as well as our focus on making a positive impact on the consumers, customers and communities we serve.

 

In 2023, the Company delivered strong results while continuing to execute against Vision 2030, its refined long-term strategy to advance global snacking leadership across four strategic pillars of Growth, Execution, Culture and Sustainability.

 

The Company has continued to benefit from its portfolio reshaping strategy, with the goal of achieving about 90% of revenue from its core categories of chocolate, biscuits and baked snacks, with a focus on mindful snacking. As a Board, we have even more conviction this year that focusing on these attractive, resilient categories will enable the Company to extend its leadership in key snacking occasions and mindful snacking, while growing household penetration and consumption around the world. We look forward to continuing to partner closely with Chair and CEO Dirk Van de Put and the broader executive team to satisfy consumers’ rising preference for snacking and to capitalize on new and emerging opportunities in baked snacks, including snack bars, cakes and pastries.

 

As we advance Growth and Execution, the Board and Company also remain focused on investing appropriately in Culture and Sustainability as key drivers of value creation. The Company continues to work in partnership with suppliers and across its value chain to source ingredients more sustainably, to help combat climate change, to aim to reduce packaging and make it more recyclable and to help promote human rights. As a Board, we are proud of the Company’s leadership role in industry coalitions that help drive collective action and progress toward these important initiatives, including the Consumer Goods Forum (CGF) and the World Cocoa Foundation.


   
2024 PROXY STATEMENT  |  3
 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Sincerely,

 

 

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

   
2024 PROXY STATEMENT  |  4
 

NOTICE OF 2024 ANNUAL MEETING OF
SHAREHOLDERS

 

TIME AND DATE

9:00 a.m. CDT on May 22, 2024

 

Venue

Virtual Annual Meeting
www.proxydocs.com/MDLZ

 

Record Date

March 13, 2024

 

905 West Fulton Market, Suite 200
Chicago, IL 60607

 

 

  ITEMS OF BUSINESS:  
  1. To elect as directors the 11 director nominees named in the Proxy Statement (“Proxy Statement”);  
  2. To approve, on an advisory basis, the Company’s executive compensation;  
  3. To approve Performance Incentive Plan;  
  4. To ratify the selection of PricewaterhouseCoopers LLP as the independent registered public accountants for the fiscal year ending December 31, 2024;  
  5. To vote on four 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 13, 2024 are entitled to vote at the 2024 Annual Meeting of Shareholders (the “Annual Meeting”).

 

DATE OF DISTRIBUTION:

On or about April 5, 2024, 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, 2023 (the “2023 Form 10-K”) online at www.proxydocs.com/MDLZ. On or about April 5, 2024, we expect to mail the Proxy Statement, Proxy Card and Annual Report on Form 10-K for the year ended December 31, 2023 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 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: Only stockholders of record and beneficial owners of shares of our Common Stock as of the close of business on March 13, 2024, the record date, may attend and participate in the Annual Meeting, including voting and asking questions during the virtual Annual Meeting. 

 

To attend the Annual Meeting, you must register at www.proxydocs.com/MDLZ. Upon completing your registration, you will receive further instructions via email, including a unique link that will allow you access to the Annual Meeting and to vote and submit questions during the Annual Meeting.

   
2024 PROXY STATEMENT  |  5
 

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

 

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

 

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

 

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

 

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

 

 

Laura Stein

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

 

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

 

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

 

   

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 Voting Instruction Form (“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.

   
   
2024 PROXY STATEMENT  |  6
 

TABLE OF CONTENTS

 

LETTER FROM OUR CHAIR AND CHIEF EXECUTIVE OFFICER 1
LETTER FROM OUR INDEPENDENT LEAD DIRECTOR 3
NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS 5
PROXY STATEMENT SUMMARY 9
2024 Annual Meeting of Shareholders 9
How to Vote in Advance of the Meeting 9
Items of Business 10
About Mondelēz International 11
Director Nominees 11
Our Governance Framework 13
Executive Compensation 15
ITEM 1. ELECTION OF DIRECTORS 17
How We Build an Experienced and Qualified Board 17
Director Skills 19
Shareholder Recommendations for Director Candidates 21
Shareholders Elect Directors Annually 21
Director Nominees for Election at the Annual Meeting 22
CORPORATE GOVERNANCE 33
Governance Guidelines 33
Director Onboarding and Education 35
Director Independence 37
Board Oversight of Strategy 38
Board Oversight of Risk Management 38
Board Oversight of Human Capital Management and Corporate Culture 40
Meeting Attendance 42
Codes of Conduct 42
Review of Transactions with Related Persons 43
Shareholder Outreach and Communication with the Board 44
BOARD COMMITTEES AND MEMBERSHIP 45
Committee Membership 45
Audit Committee 46
Responsibilities 46
Finance Committee 49
Governance, Membership and Sustainability Committee 50
People and Compensation Committee 51
OUR DISTINCTIVE APPROACH TO ENVIRONMENTAL AND SOCIAL ISSUES 54
Our Strategic Focus Areas 54
Board Oversight and Governance of ESG 55
Our Goals 55
United Nations Sustainable Development Goals 56
ESG Reporting 56
COMPENSATION OF NON-EMPLOYEE DIRECTORS 57
Review of Non-Employee Director Compensation 57
Summary of 2023 Compensation Elements 57
Plan Limits on Non-Employee Director Grants 57
Cash Compensation – Board, Independent Lead Director and Committee Chair Retainers 58
Equity Compensation – Annual Equity Grant 58
Director Stock Ownership Guidelines 58
Company Match for Director Charitable Contributions 58
2023 Non-Employee Director Compensation 59
2023 Non-Employee Director Equity Awards 59
COMPENSATION DISCUSSION AND ANALYSIS (CD&A) 60
Executive Summary 60
Compensation Program 64
Compensation Determination Process 75
Compensation Governance 78
EXECUTIVE COMPENSATION TABLES 81
2023 Summary Compensation Table 81
2023 Grants of Plan-Based Awards 83
2023 Outstanding Equity Awards at Fiscal Year-End 84
2023 Options Exercised and Stock Vested 85
2023 Pension Benefits 86
Retirement Benefit Plan Description 86
2023 Non-Qualified Deferred Compensation Benefits 87
Potential Payments Upon Termination or Change in Control 88
PEOPLE AND COMPENSATION COMMITTEE REPORT FOR THE YEAR ENDED DECEMBER 31, 2023 95
CEO PAY RATIO 96
PAY VERSUS PERFORMANCE 97
Financial Performance Measures 99
Analysis of the Information Presented in the Pay Versus Performance Table 99
OWNERSHIP OF EQUITY SECURITIES 101
Delinquent Section 16(a) Reports 102
ITEM 2. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION 103
ITEM 3: APPROVAL OF THE 2024 PERFORMANCE INCENTIVE PLAN 104
Purpose of the 2024 PIP 104
Best Practices 104
Board Recommendation 104
Key Data Regarding the Share Reserve 105
2024 PIP Summary 106
ITEM 4. RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR FISCAL YEAR 2024 112
Review of Independent Registered Public Accountants 112
Selection of Independent Registered Public Accountants 113
SHAREHOLDER PROPOSALS 114
ITEM 5. SHAREHOLDER PROPOSAL 115
Audit Committee Subcommittee Study on Company Affiliations 115
ITEM 6. SHAREHOLDER PROPOSAL 118
Require Independent Chair of the Board 118
ITEM 7. SHAREHOLDER PROPOSAL 121
Adopt Targets and Publicly Report Quantitative Metrics to Eradicate Child Labor from Cocoa Supply Chain 121
   
2024 PROXY STATEMENT  |  7
 
Back to Contents 
ITEM 8. SHAREHOLDER PROPOSAL 125
Third-Party Report Assessing Effectiveness of Implementation of Human Rights Policy 125
OTHER MATTERS THAT MAY BE PRESENTED AT THE ANNUAL MEETING 129
FREQUENTLY ASKED QUESTIONS ABOUT THE ANNUAL MEETING AND VOTING 130
Voting Instructions to Proxies 130
Attending and Voting at the Annual Meeting 130
Getting Information and Asking Questions Before and During the Annual Meeting 130
Frequently Asked Questions About the Annual Meeting and Voting 130
2025 ANNUAL MEETING OF SHAREHOLDERS 136
Shareholder Nominations and Proposals for the 2025 Annual Meeting 136
ANNEX A: FINANCIAL MEASURES DEFINITIONS 137
GAAP to Non-GAAP Reconciliations 141
ANNEX B: MONDELĒZ INTERNATIONAL, INC. 2024 PERFORMANCE INCENTIVE PLAN (EFFECTIVE MAY 22, 2024) 145
   
2024 PROXY STATEMENT  |  8
 
Back to Contents 

PROXY STATEMENT SUMMARY

 

 

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

 

2024 ANNUAL MEETING OF SHAREHOLDERS

 

9:00 a.m. CDT
on Wednesday,

May 22, 2024.
The Annual Meeting will
be a virtual meeting of

shareholders
conducted
via webcast.
Record Date
March 13, 2024.
Each outstanding share
of Class A Common

Stock (“Common Stock”)
is entitled to one vote
on each matter to be
voted upon at the
Annual Meeting.
Shareholders must register to attend the
meeting, vote and submit questions by

visiting www.proxydocs.com/MDLZ and
using the control number shown on their
Notice of Internet Availability of Proxy
Materials, Proxy Card or VIF.

 

HOW TO VOTE IN ADVANCE OF THE MEETING

 

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

 

 
VIA THE
INTERNET
Visit the website listed on

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

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

Availability of Proxy Materials,
Proxy Card or VIF.
BY MAIL
If you received paper copies of
your Proxy Materials, mark, sign,

date and return the Proxy Card
in the envelope provided.

 

   
2024 PROXY STATEMENT  |  9
 
Back to Contents 

ITEMS OF BUSINESS

 

Item   Voting Choices Board’s Voting
Recommendation
More
Information
Company Proposals:      
Item 1. Election of 11 director nominees named in the Proxy Statement With respect to each nominee:
For
Against
Abstain
FOR
All Nominees

Page 17
Item 2. Advisory vote to approve executive compensation For
Against
Abstain
FOR
Page 103
Item 3. Performance Incentive Plan approval For
Against
Abstain
FOR
Page 104
Item 4. Ratification of the selection of PricewaterhouseCoopers LLP as independent registered public accountants for the fiscal year ending December 31, 2024 For
Against
Abstain
FOR
Page 112
Shareholder Proposals:
Item 5. Audit Committee subcommittee study on Company affiliations For
Against
Abstain
AGAINST
Page 115
Item 6. Require independent chair of the board For
Against
Abstain
AGAINST
Page 118
Item 7. Adopt targets and publicly report quantitative metrics to eradicate child labor from cocoa supply chain For
Against
Abstain
AGAINST
Page 121
Item 8. Third-party report assessing effectiveness of implementation of human rights policy For
Against
Abstain
AGAINST
Page 125
Transact any other business properly presented at the meeting.
         
   
2024 PROXY STATEMENT  |  10
 
Back to Contents 

ABOUT MONDELĒZ INTERNATIONAL

 

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

 

 

DIRECTOR NOMINEES

 

ELECTION OF DIRECTORS – NOMINEES

 

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

 

We Value the Diversity of our Director Nominees

 

 

   
2024 PROXY STATEMENT  |  11
 
Back to Contents 

Director Nominees at a Glance

 

 

Cees ‘t Hart
Former Chief Executive Officer,
Carlsberg Group

Director since 2023
White/Male
Age: 65
INDEPENDENT

 

 

Charles E. Bunch
Retired Executive Chairman,
PPG Industries, Inc.
Director since 2016
White/Male
Age: 74
INDEPENDENT

 

 

Ertharin Cousin
Founder, President and Chief Executive Officer,
Food Systems For The Future Institute
Director since 2022
Black/Female
Age: 66
INDEPENDENT

         

 

Brian J. McNamara
Chief Executive Officer,
Haleon plc
Director since 2024
White/Male
Age: 57
INDEPENDENT

 

 

Jorge S. Mesquita
Former Chief Executive Officer,
BlueTriton Brands, Inc.
Director since 2012
White/Male
Age: 62
INDEPENDENT

 

 

Anindita Mukherjee
Former Chairwoman and Chief Executive Officer,
Pernod Ricard North America
Director since 2023
Asian/Female
Age: 58
INDEPENDENT

         

 

Jane Hamilton Nielsen
Chief Operating Officer and Chief Financial
Officer,

Ralph Lauren Corporation
Director since 2021
White/Female
Age: 59
INDEPENDENT

 

 

Paula A. Price
Former Executive Vice President
and Chief Financial Officer,
Macy’s, Inc.,
Director Nominee
Black/Female
Age: 62
INDEPENDENT

 

 

Patrick T. Siewert
Senior Advisor,
The Carlyle Group, L.P.
Director since 2012
Lead Director since 2022
White/Male
Age: 68
INDEPENDENT

         
 

 

Michael A. Todman
Former Vice Chairman,
Whirlpool Corporation
Director since 2020
Black/Male
Age: 66
INDEPENDENT

 

 

 

Dirk Van de Put
Chair and Chief Executive Officer,
Mondelēz International, Inc.
Director since 2017
White/Male
Age: 63

 

 
   
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OUR GOVERNANCE FRAMEWORK

 

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

 

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

 

Key Practice or Policy Benefits

Independent Lead Director. Our independent Lead Director has broad and substantive duties and responsibilities that have considerable overlap with those typically performed by an independent Board Chair, including:

   Engages in planning and approval of meeting schedules and agendas;

   Presides over regular executive sessions of independent directors;

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

   Serves as an alternate member of all Board committees;

   Conducts the annual Board and individual director self-evaluation process in coordination with the Governance, Membership and Sustainability Committee (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 Corporate Governance Guidelines (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.

Annual Board and Committee Self-Assessments. Annual Board, committee and director self-assessments include candid, one-on-one conversations between the independent Lead Director and each director, in coordination with the Governance Committee.

   Promotes continuous process improvement of the Board and committees.

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

Tenure and Retirement Policies. Non-employee directors have a term limit of 15 years and will not be nominated for election to the Board after their 75th birthday. Promotes ongoing Board evolution and refreshment.
Annual Election of Directors. Shareholders elect directors annually by majority vote in uncontested elections. Strengthens Board, committee and individual director accountability.
Proxy Access. Shareholders that own 3% or more of our outstanding Common Stock continuously for at least three years may nominate up to two director nominees to our Proxy Statement. Strengthens Board accountability and encourages engagement with shareholders regarding Board composition.
Special Meeting of Shareholders. The holders of at least 20% of the voting power of our outstanding Common Stock may call a special meeting of shareholders. Strengthens Board accountability and encourages engagement with shareholders regarding important matters.

 

   
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Key Practice or Policy Benefits

Regular Shareholder Engagement.

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

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

 

   Following our 2023 Annual Meeting of Shareholders, we reached out to shareholders representing nearly 50% of our outstanding shares, and engaged with 17 different shareholders that collectively represent approximately 31% of our outstanding shares. The independent Lead Director met with shareholders representing approximately 24% of our outstanding shares.

   This practice provides open channels of communication with our shareholders and helps promote regular consideration of and response  to feedback on the Company’s strategy, corporate governance, compensation and environmental, social and governance (“ESG”) practices.

Annual Board and Committee Self-Assessments.

   Annual Board, committee and director self-assessments.

   The results of these self-assessments are used in planning Board and committee meetings and agendas, fostering director accountability and committee effectiveness, analyzing Board composition, and making director recruitment and governance decisions.

   Promotes continuous process improvement of the Board and committees.

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

   Provides a disciplined mechanism for director input into the Board’s evolution and succession planning process.

Tenure and Retirement Policies.

   Non-employee directors have a term limit of 15 years.

   Non-employee directors will not be nominated for election to the Board after their 75th birthday.

   Promotes ongoing evolution and refreshment.

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

Stock Ownership Requirements. Directors must own shares of our Common Stock in an amount equal to five times the annual Board cash retainer within five years of joining the Board. Aligns directors’ and shareholders’ long-term interests.
Anti-Hedging Policy. Our Insider Trading Policy prohibits employees and directors from engaging in transactions involving derivative securities, short-selling, or hedging transactions that create an actual or potential bet against Mondelēz International, Inc. or one of its subsidiaries. Eliminates the opportunity to benefit from a decrease in our stock price.
   
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EXECUTIVE COMPENSATION

 

OVERVIEW OF PAY ELEMENTS

 

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

 

Pay
Element
Vehicle 2023 Performance Measures &
Key Characteristics(1)
    2023 Objectives
Base Salary Cash Fixed cash paid regularly     Review and adjust when appropriate to attract and retain world-class business leaders by offering market-competitive salaries based on position, scope of role and experience
Annual
Incentive
Plan
100%
At-risk cash
80% Financial Measures:

Organic Volume Growth (15%)

Organic Net Revenue Growth (15%)

Adjusted Gross Profit Growth (35%)  

Adjusted Operating Income Growth (15%)

Free Cash Flow (20%)

 

 

30pp
Market
Share
Overlay

Reward and motivate annual accomplishment of critical financial and strategic objectives across our four strategic priorities: growth, execution, culture and sustainability
    20% Strategic Progress Indicators Goals(2)  
Long-Term Incentive Program

75% Performance Share Units

3-year cliff vesting

1-year holding post vesting

25% Organic Net Revenue Growth

25% Adjusted EPS Growth

50% Annualized Relative Total Shareholder Return (“TSR”)

Cap PSU payout at target if TSR is negative at the end of the performance period

Above median performance (55th percentile) required to achieve target payout for the Relative TSR metric

Reward long-term performance for delivering sustained long-term growth and creating shareholder value
 

25% Stock Options

3-year ratable vesting

1-year holding post exercise

Stock Price      

 

(1) A more detailed discussion, including definitions of the financial measures, appears later in this CD&A and in Annex A.
(2) See “Strategic Progress Indicator Goals” on page 68 for details, including ESG goals.

 

2023 COMPENSATION PROGRAM DESIGN CHANGES

 

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

   
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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 Annual Incentive Plan and stock options and Performance Share Units under the Long-Term Incentive Plan. Our focus on performance-based compensation rewards strong Company financial and operating performance and aligns the interests of our NEOs with those of our shareholders. 

 

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

 

2023 Target Compensation

 

   
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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 to 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 Governance 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 ten incumbent directors and one new director nominee. Mr. Booth will not stand for re-election at the Annual Meeting.

 

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 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

Individual Director Self-Assessments

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

 

The annual Board and director self-assessment processes are important determinants in a director’s renomination and tenure. Annually, all incumbent director nominees complete questionnaires to update and confirm their background, qualifications and skills, and to identify any potential conflicts of interest. The Governance Committee, in coordination with the independent Lead Director, assesses the experience, qualifications, attributes, skills, diversity and contributions of each director. The Governance Committee also considers each individual in the context of the Board composition as a whole, with the objective of recruiting and recommending a slate of director nominees who can best sustain the Company’s success and represent our shareholders’ interests through the exercise of sound judgment and informed decision-making.

Board Refreshment Through Director Tenure and Age Limits

The Board believes it is helpful to have a balance of long-term members with in-depth knowledge of our business and new members who bring valuable skills and fresh perspectives.

  Our Guidelines provide that non-employee directors have a term limit of 15 years. In addition, non-employee directors will not be nominated for re-election to the Board after they reach age 75. The current Board composition reflects the Board’s commitment to ongoing refreshment and the importance of maintaining a balance of tenure and experience.
   
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The Board Seeks and Values Diversity

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

 

The director nominees include four women, represent several national origins, vary in age from 57 to 74, and collectively bring a range of professional and life experiences to the Board. One self-identifies as Asian, three self-identify as Black and seven self-identify as white. Ms. Price, our new director nominee, will bring additional diversity to our Board.

 

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 backgrounds that contributes to more informed and effective decision-making. As part of the search process for each new director, the Governance Committee actively seeks out (and instructs any search firm it engages to seek out) women and minority candidates to include in the pool from which director nominees are chosen. The Governance Committee assesses the effectiveness of the Board’s efforts to promote diversity as part of its annual assessment of the Board’s composition.

 

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

 

BOARD COMPOSITION: DIRECTOR QUALIFICATIONS, KNOWLEDGE AND EXPERIENCE

 

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

 

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

   
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Key Competencies       Relevant Experience

PRODUCTRE SEARCH,
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

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.

 

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

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

 

BOARD REFRESHMENT THROUGH DIRECTOR TENURE AND AGE LIMITS

 

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

 

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

 

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

 

 

THE BOARD SEEKS AND VALUES DIVERSITY

 

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

 

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

 

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

   
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2024 Board Nominee Diversity Matrix (As of March 13, 2024)
Total Number of Director Nominees       11    
    Female       Male
Part I: Gender Identity            
Directors   4       7
Part II: Demographic Background            
African American or Black   2       1
Asian   1       0
White   1       6

 

  

SHAREHOLDER RECOMMENDATIONS FOR DIRECTOR CANDIDATES

 

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

 

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

 

  

SHAREHOLDERS ELECT DIRECTORS ANNUALLY

 

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

 

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

 

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

   
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DIRECTOR NOMINEES FOR ELECTION AT THE ANNUAL MEETING

 

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

 

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

 

Cees ‘t Hart

Former Chief Executive Officer,

Carlsberg Group

 

INDEPENDENT

DIRECTOR SINCE:

July 2023

White/Male

Age: 65

DIRECTOR SKILLS:

BOARD COMMITTEES:

  Audit

  Finance

PROFESSIONAL BACKGROUND:

Mr. ‘t Hart served as Chief Executive Officer of Carlsberg Group, a brewing company, from 2015 to August 2023. Prior to joining Carlsberg, Mr. ‘t Hart was CEO of the Dutch dairy company Royal FrieslandCampina, a position which he had held since 2008. Prior to Royal FrieslandCampina, he spent 25 years with Unilever, holding positions across Eastern and Western Europe, and Asia. His last position at Unilever was as a member of the Europe Executive Board. 

DIRECTOR QUALIFICATIONS:

During his 38-year career, Mr. ‘t Hart has gained valuable experience in executive leadership, operations management, cost management and strategic planning.

Mr. ‘t Hart was the main architect behind Carlsberg’s strategic move into Asian markets, the prioritizing price over volume initiative and the restoration of robust sales in its Eastern Europe brewing business.

Mr. ‘t Hart has extensive public company board and global corporate governance experience. He is a member of the Supervisory Board of Randstad, chairman of the Supervisory Board of KLM and a member of the Board of AFKLM.

 

                       
INDUSTRY EXPERIENCE   SIGNIFICANT
OPERATING
EXPERIENCE
  LEADERSHIP
EXPERIENCE
  SUBSTANTIAL GLOBAL
BUSINESS AND OTHER
INTERNATIONAL
EXPERIENCE
  ACCOUNTING AND
FINANCIAL EXPERTISE
  PRODUCT RESEARCH,
DEVELOPMENT
AND MARKETING
EXPERIENCE
  PUBLIC COMPANY
BOARD AND
CORPORATE
GOVERNANCE
EXPERIENCE

 

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Charles E. Bunch

Retired Executive Chairman,

PPG Industries, Inc.

 

INDEPENDENT

DIRECTOR SINCE:

September 2016

White/Male

Age 74

DIRECTOR SKILLS:

BOARD COMMITTEES:

  Governance (Chair)

  People and Compensation

PROFESSIONAL BACKGROUND:

Mr. Bunch served as Executive Chairman of PPG Industries, Inc., a manufacturer and distributor of a broad range of coatings, specialty materials and glass products, from September 2015 until his retirement in August 2016. He served as Chairman, President and Chief Executive Officer of PPG from 2005 until 2015; President and Chief Executive Officer from March 2005 until July 2005; President and Chief Operating Officer from 2002 until 2005; Executive Vice President, Coatings from 2000 to 2002; and Senior Vice President, Strategic Planning and Corporate Services from 1997 to 2000. He joined PPG in 1979 and held various positions in finance and planning, marketing and general management in the United States and Europe.

DIRECTOR QUALIFICATIONS:

During his 37-year career at PPG, Mr. Bunch gained valuable experience in executive leadership, operations management, cost management, risk management and strategic planning. Mr. Bunch is a former director and chairman of the Federal Reserve Bank of Cleveland, which gives him a deep understanding of the U.S. economy and corporate finance. He also is a former director and chairman of the National Association of Manufacturers.

Under Mr. Bunch’s leadership, PPG accelerated its business transformation, becoming the world’s leading paints and coatings company through strategic actions that focused its business portfolio and expanded and strengthened its international presence. During his tenure as Chairman and Chief Executive Officer, PPG made more than 30 acquisitions and delivered strong growth and record financial performance.

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

 

                       
INDUSTRY EXPERIENCE   SIGNIFICANT
OPERATING
EXPERIENCE
  LEADERSHIP
EXPERIENCE
  SUBSTANTIAL GLOBAL
BUSINESS AND OTHER
INTERNATIONAL
EXPERIENCE
  ACCOUNTING AND
FINANCIAL EXPERTISE
  PRODUCT RESEARCH,
DEVELOPMENT
AND MARKETING
EXPERIENCE
  PUBLIC COMPANY
BOARD AND
CORPORATE
GOVERNANCE
EXPERIENCE

 

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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 66

DIRECTOR SKILLS:

BOARD COMMITTEES:

  Governance

  People and Compensation

PROFESSIONAL BACKGROUND:

Since September 2019, Ms. Cousin has served as Founder, President and Chief Executive Officer of Food Systems for the Future Institute, a non-profit organization to catalyze, enable and scale market-driven agtech, foodtech and food innovations, and also as Visiting Scholar, Spogli Institute for the Study of International Relations, Center for Food and Environment at Stanford University. She has served as Distinguished Fellow of The Chicago Council on Global Affairs, a global affairs think tank, since 2017. Ms. Cousin previously served as Payne Distinguished Lecturer and Visiting Fellow at Stanford University’s Spogli Institute from 2017 to 2019. From 2012 to 2017, Ms. Cousin served as Executive Director of the United Nations World Food Programme, the food-assistance branch of the United Nations. She was Ambassador and Permanent Representative to the United Nations Food and Agriculture Agencies on behalf of the U.S. Department of State from 2009 to 2012. 

 

Ms. Cousin previously served in a variety of executive roles between 1987 and 2009, including Founding President and Chief Executive Officer of The Polk Street Group, a management services company; Executive Vice President and Chief Operating Officer of America’s Second Harvest; Senior Vice President, Public Affairs for Albertsons Companies; White House Liaison and Special Advisor to the Secretary for the 2016 Olympics for the U.S. Department of State; and Assistant Attorney General for The State of Illinois.

DIRECTOR QUALIFICATIONS:

Ms. Cousin has more than 40 years of national and international non-profit, government and corporate leadership experience, including leading the world’s largest humanitarian organization, the United Nations World Food Program, in Rome. 

As U.S. Ambassador to the U.N. Agencies for Food and Agriculture in Rome, she represented U.S. interests in global leader discussions regarding humanitarian and development activities, and she served as the U.S. Representative for all food, agriculture and nutrition-related issues. 

As Executive Vice President and Chief Operating Officer, Ms. Cousin led the national operations of the largest U.S. hunger relief organization, America’s Second Harvest (now Feeding America). She also has corporate leadership experience from serving as a member of Albertsons Companies, Inc.’s executive leadership team. 

Ms. Cousin has public company executive, board and corporate governance experience. She is a director of Bayer AG and Borealis Foods.

 

                       
INDUSTRY EXPERIENCE   SIGNIFICANT
OPERATING
EXPERIENCE
  LEADERSHIP
EXPERIENCE
  SUBSTANTIAL GLOBAL
BUSINESS AND OTHER
INTERNATIONAL
EXPERIENCE
  ACCOUNTING AND
FINANCIAL EXPERTISE
  PRODUCT RESEARCH,
DEVELOPMENT
AND MARKETING
EXPERIENCE
  PUBLIC COMPANY
BOARD AND
CORPORATE
GOVERNANCE
EXPERIENCE

 

2024 PROXY STATEMENT  |  24
 
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Brian J. McNamara

Chief Executive Officer,

Haleon plc

 

INDEPENDENT

DIRECTOR SINCE:

February 2024

White/Male

Age 57

DIRECTOR SKILLS:

BOARD COMMITTEES:

  Governance

  People and Compensation

PROFESSIONAL BACKGROUND:

Mr. McNamara has served as Chief Executive Officer of Haleon plc (formerly GSK ConsumerHealthcare), a global consumer healthcare company, since May 2022. Mr. McNamara joined GlaxoSmithKline plc, a global pharmaceutical and biotechnology company, in 2015 and served in various capacities, including Chief Executive Officer Designate, Haleon, from July 2021 to May 2022, Chief Executive Officer, GSK Consumer Healthcare from October 2016 to May 2021 and Head of Europe and Americas, GSK Consumer Healthcare from March 2015 to September 2016. Prior to that, he worked for 28 years in a variety of leadership positions for several global consumer products providers, including Novartis AG and The Procter & Gamble Company. 

DIRECTOR QUALIFICATIONS:

During his 36-year career, Mr. McNamara has gained valuable experience in executive leadership and global operations management. He has a strong track record of building and marketing global brands, including driving strong, profitable growth and brand innovation.

Mr. McNamara brings strong consumer products industry knowledge and marketing experience from his work at GSK Consumer Healthcare, Novartis AG and The Procter & Gamble Company. He brings a global perspective to the Board, having lived and worked in Europe and the Americas.

Mr. McNamara has public company board and corporate governance experience. He is a director of Haleon plc.

 

                       
INDUSTRY EXPERIENCE   SIGNIFICANT
OPERATING
EXPERIENCE
  LEADERSHIP
EXPERIENCE
  SUBSTANTIAL GLOBAL
BUSINESS AND OTHER
INTERNATIONAL
EXPERIENCE
  ACCOUNTING AND
FINANCIAL EXPERTISE
  PRODUCT RESEARCH,
DEVELOPMENT
AND MARKETING
EXPERIENCE
  PUBLIC COMPANY
BOARD AND
CORPORATE
GOVERNANCE
EXPERIENCE

 

2024 PROXY STATEMENT  |  25
 
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Jorge S. Mesquita

Former Chief Executive Officer,

BlueTriton Brands, Inc.

 

INDEPENDENT

DIRECTOR SINCE:

May 2012

White/Male

Age 62

DIRECTOR SKILLS:

BOARD COMMITTEES:

  Audit

  Finance

PROFESSIONAL BACKGROUND:

Mr. Mesquita served as Chief Executive Officer of BlueTriton Brands, a beverage company that offers regional spring water and national purified water brands, from July 2021 to March 2022. Prior to that, he was Executive Vice President and Worldwide Chairman, Consumer of Johnson & Johnson, a global healthcare products company, from 2014 until 2019. He also served on J&J’s Executive Committee and led the Consumer Group Operating Committee. Mr. Mesquita was an advisor to Cinven, a U.K. private equity firm, from 2020 to 2021.

 

Mr. Mesquita was employed by Procter & Gamble, a global marketer of consumer products, in various marketing and leadership capacities for 29 years from 1984 to 2013. During his tenure at P&G, he served as Group President – New Business Creation and Innovation from 2012 until 2013; Group President – Special Assignment from January 2012 until March 2012; Group President, Global Fabric Care from 2007 to 2011; President, Global Home Care from 2001 to 2007; and President of Commercial Products and President of P&G Professional from 2006 to 2007.

DIRECTOR QUALIFICATIONS:

Mr. Mesquita brings extensive experience leading major global company business units. In these roles, he has a strong track record of building and marketing global brands, including the reinvention of key brands, leading strategic business transformations, and driving strong, profitable growth. 

As CEO of BlueTriton Brands, he embarked on growth and innovation initiatives. As Procter & Gamble’s Group President, New Business Creation and Innovation, Mr. Mesquita redesigned the business development organization and worked across the company with technology, marketing and finance leaders to develop groundbreaking innovation capabilities.

Mr. Mesquita was born and raised in Mozambique, Africa. He has lived and worked in several countries, including Venezuela, Mexico, Brazil and the United States. He is fluent in Portuguese, Spanish and English.

Mr. Mesquita has public company board and corporate governance experience. He is a director of Humana Inc.

 

                       
INDUSTRY EXPERIENCE   SIGNIFICANT
OPERATING
EXPERIENCE
  LEADERSHIP
EXPERIENCE
  SUBSTANTIAL GLOBAL
BUSINESS AND OTHER
INTERNATIONAL
EXPERIENCE
  ACCOUNTING AND
FINANCIAL EXPERTISE
  PRODUCT RESEARCH,
DEVELOPMENT
AND MARKETING
EXPERIENCE
  PUBLIC COMPANY
BOARD AND
CORPORATE
GOVERNANCE
EXPERIENCE

 

2024 PROXY STATEMENT  |  26
 
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Anindita Mukherjee

Former Chairwoman and Chief Executive Officer of Pernod Ricard North America

 

INDEPENDENT

DIRECTOR SINCE:

January 2023

Asian/Female

Age 58

DIRECTOR SKILLS:

BOARD COMMITTEES:

  Governance

  People and Compensation

PROFESSIONAL BACKGROUND:

Ms. Mukherjee served as Chairwoman and Chief Executive Officer of Pernod Ricard North America, a global leader in wine and spirits, from December 2019 until December 2023. Previously, she served as Global Chief Commercial Officer and Global Chief Marketing Officer for S.C. Johnson & Son, Inc., a multinational consumer product manufacturer from 2015 to 2019. Earlier, she held several senior positions with PepsiCo, Inc., a global food and beverage corporation, including President, Global Snacks Group and Global Insights, and Senior Vice President and Chief Marketing Officer, Frito-Lay, Inc., a subsidiary of PepsiCo. Ms. Mukherjee started her career at Citibank Diners Club in the New Product Department, and then spent nearly 11 years with the Kraft Foods Group managing a number of key brands, including Kraft Mac & Cheese, Kraft Singles and Minute Rice.

DIRECTOR QUALIFICATIONS:

Ms. Mukherjee has a strong track record in leading and advising multinational consumer packaged goods companies, which gives her expertise in consumer insights, commercial execution and brand innovation.

Ms. Mukherjee was named one of Forbes Top 50 most influential CMOs and also was named “Marketer of the Year” by Brand Week and was inducted into the Marketing Hall of Fame from the American Marketing Association in 2022.

Ms. Mukherjee has public company board and corporate governance experience. She is a former director of Hertz Global Holdings, Inc. and Pernod Ricard North America.

 

                       
INDUSTRY EXPERIENCE   SIGNIFICANT
OPERATING
EXPERIENCE
  LEADERSHIP
EXPERIENCE
  SUBSTANTIAL GLOBAL
BUSINESS AND OTHER
INTERNATIONAL
EXPERIENCE
  ACCOUNTING AND
FINANCIAL EXPERTISE
  PRODUCT RESEARCH,
DEVELOPMENT
AND MARKETING
EXPERIENCE
  PUBLIC COMPANY
BOARD AND
CORPORATE
GOVERNANCE
EXPERIENCE

 

2024 PROXY STATEMENT  |  27
 
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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 59

DIRECTOR SKILLS:

BOARD COMMITTEES:

  Audit

  Finance (Chair)

PROFESSIONAL BACKGROUND:

Ms. Nielsen has served as Chief Financial Officer of Ralph Lauren Corporation, a global leader in the design, marketing and distribution of premium lifestyle products, since 2016 and as Chief Operating Officer since 2019. She leads Ralph Lauren’s global technology, finance, business development, integrated business and inventory planning, logistics, and real estate organizations. She previously served as Chief Financial Officer of Coach, Inc., a leading design house of modern luxury accessories and lifestyle collections, from 2011 to 2016. Prior to that, Ms. Nielsen spent 15 years at PepsiCo, Inc. and Pepsi Bottling Group, a global food and beverage corporation, in various senior financial roles, including Senior Vice President and Chief Financial Officer of PepsiCo Beverages Americas and the Global Nutrition Group, and she has experience in the areas of mergers & integration, investor relations and strategic planning.

DIRECTOR QUALIFICATIONS:

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

Ms. Nielsen brings to the Board a global perspective and many years of experience in the food and consumer products industries. Throughout her tenure at Ralph Lauren, Ms. Nielsen has driven operational efficiency, digital transformation and investment in omni-channel capability. She worked on numerous acquisitions and integrations while at PepsiCo, including the acquisition of Quaker Oats.

Ms. Nielsen has public company board and corporate governance experience. She is a former director of Pinnacle Foods Inc.

 

                       
INDUSTRY EXPERIENCE   SIGNIFICANT
OPERATING
EXPERIENCE
  LEADERSHIP
EXPERIENCE
  SUBSTANTIAL GLOBAL
BUSINESS AND OTHER
INTERNATIONAL
EXPERIENCE
  ACCOUNTING AND
FINANCIAL EXPERTISE
  PRODUCT RESEARCH,
DEVELOPMENT
AND MARKETING
EXPERIENCE
  PUBLIC COMPANY
BOARD AND
CORPORATE
GOVERNANCE
EXPERIENCE

 

2024 PROXY STATEMENT  |  28
 
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Paula A. Price

Former Executive Vice President and Chief Financial Officer of Macy’s, Inc.

 

INDEPENDENT

 

Black/Female

Age 62

DIRECTOR SKILLS:

DIRECTOR NOMINEE

PROFESSIONAL BACKGROUND:

Ms. Price served as Executive Vice President and Chief Financial Officer of Macy’s, Inc., an omni-channel retailer of merchandise, including apparel and accessories, cosmetics and other goods, from July 2018 to May 2020. Ms. Price was a full-time senior lecturer at Harvard Business School in the accounting and management unit from July 2014 to June 2018. Prior to that, she was Executive Vice President and Chief Financial Officer of Ahold USA, a retailer that operated more than 700 supermarkets in the United States under the Stop & Shop, Giant and Martin’s names, as well as the Peapod online grocery delivery service, from May 2009 to January 2014. Ms. Price has more than 30 years of financial and operational experience and previously held senior management positions at CVS Caremark, JPMorgan Chase, Diageo and Kraft Foods.

DIRECTOR QUALIFICATIONS:

Ms. Price has extensive financial experience gained during her service as Chief Financial Officer at Macy’s, and as Executive Vice President and Chief Financial Officer of Ahold USA. Ms. Price is a certified public accountant; she began her career at Arthur Andersen & Co.

Ms. Price brings to the Board many years of experience in the food and consumer products industry. Throughout her tenure at Ahold USA, Ms. Price was responsible for finance and accounting, strategic planning, real estate development and construction, and information technology.

Ms. Price has public company board and corporate governance experience. She is a director of Accenture plc, Bristol Myers Squibb and Warner Bros. Discovery, Inc. and a former director of DaVita Inc., Dollar General Corporation and Western Digital Corporation.

 

                       
INDUSTRY EXPERIENCE   SIGNIFICANT
OPERATING
EXPERIENCE
  LEADERSHIP
EXPERIENCE
  SUBSTANTIAL GLOBAL
BUSINESS AND OTHER
INTERNATIONAL
EXPERIENCE
  ACCOUNTING AND
FINANCIAL EXPERTISE
  PRODUCT RESEARCH,
DEVELOPMENT
AND MARKETING
EXPERIENCE
  PUBLIC COMPANY
BOARD AND
CORPORATE
GOVERNANCE
EXPERIENCE

 

2024 PROXY STATEMENT  |  29
 
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Patrick T. Siewert

Senior Advisor,

The Carlyle Group, L.P.

 

INDEPENDENT

DIRECTOR SINCE:

October 2012

LEAD DIRECTOR

SINCE: May 2022

White/Male

Age 68

DIRECTOR SKILLS:

BOARD COMMITTEES:

Alternate member of all Board committees

PROFESSIONAL BACKGROUND:

Mr. Siewert has served as Senior Advisor for The Carlyle Group, L.P., a global alternative asset management firm, since July 2023.  Mr. Siewert joined The Carlye Group in 2007 and served as a Managing Director and Partner untIl June 2023.

 

From 2001 to 2007, Mr. Siewert held a variety of roles with The Coca-Cola Company, a global beverage company, including Group President and Chief Operating Officer, Asia, and was a member of the Global Executive Committee.

 

From 1974 to 2001, he held a variety of roles with Eastman Kodak Company, a technology company focused on imaging products and services, including Chief Operating Officer, Consumer Imaging and Senior Vice President and President of the Kodak Professional Division.

DIRECTOR QUALIFICATIONS:

While working at Coca-Cola, Eastman Kodak and Carlyle, Mr. Siewert developed extensive knowledge in the food and beverage and consumer products industries, especially insights into consumer trends and routes-to-market.

Mr. Siewert has led business operations globally and in the Americas, Europe, Africa, the Middle East and Asia. He currently focuses on investments in Asian markets and select global opportunities.

Mr. Siewert has extensive public company board and corporate governance experience. He is lead director of the Board of Directors of Avery Dennison Corporation.

 

                       
INDUSTRY EXPERIENCE   SIGNIFICANT
OPERATING
EXPERIENCE
  LEADERSHIP
EXPERIENCE
  SUBSTANTIAL GLOBAL
BUSINESS AND OTHER
INTERNATIONAL
EXPERIENCE
  ACCOUNTING AND
FINANCIAL EXPERTISE
  PRODUCT RESEARCH,
DEVELOPMENT
AND MARKETING
EXPERIENCE
  PUBLIC COMPANY
BOARD AND
CORPORATE
GOVERNANCE
EXPERIENCE

 

2024 PROXY STATEMENT  |  30
 
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Michael A. Todman

Former Vice Chairman,

Whirlpool Corporation

 

INDEPENDENT

DIRECTOR SINCE:

May 2020

Black/Male

Age 66

DIRECTOR SKILLS:

BOARD COMMITTEES:

  Governance

  People and Compensation (Chair)

PROFESSIONAL BACKGROUND:

Mr. Todman served as Vice Chairman of Whirlpool Corporation, a global home appliance company, from November 2014 until his retirement in December 2015, and as a member of Whirlpool’s Board of Directors for nine years. Prior to that, Mr. Todman was President, Whirlpool International, from 2009 to 2014 and President, Whirlpool North America, from 2007 to 2009. Mr. Todman joined Whirlpool in 1993 and served in various capacities, including management, operations, sales and marketing positions in North America and Europe.

 

Before joining Whirlpool, Mr. Todman served in a variety of roles of increasing responsibility with Wang Laboratories, Inc., a manufacturer of computer systems, from 1983 to 1993, and PricewaterhouseCoopers LLP, a multinational professional services firm, from 1979 to 1983.

DIRECTOR QUALIFICATIONS:

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

Mr. Todman brings strong industry knowledge and marketing experience. He has extensive consumer experience from Whirlpool and as a director of Newell Brands and Brown-Forman.

Mr. Todman has comprehensive knowledge of emerging markets and has led strategic growth initiatives for emerging markets in Asia.

Mr. Todman has extensive public company board and corporate governance experience. He is a director of Brown-Forman, Carrier Global Corporation and Prudential, and a former director of Newell Brands and Whirlpool.

 

                       
INDUSTRY EXPERIENCE   SIGNIFICANT
OPERATING
EXPERIENCE
  LEADERSHIP
EXPERIENCE
  SUBSTANTIAL GLOBAL
BUSINESS AND OTHER
INTERNATIONAL
EXPERIENCE
  ACCOUNTING AND
FINANCIAL EXPERTISE
  PRODUCT RESEARCH,
DEVELOPMENT
AND MARKETING
EXPERIENCE
  PUBLIC COMPANY
BOARD AND
CORPORATE
GOVERNANCE
EXPERIENCE

 

2024 PROXY STATEMENT  |  31
 
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Dirk Van de Put

Chair and Chief Executive Officer,

Mondelēz International, Inc.

DIRECTOR SINCE:

November 2017

CHAIR SINCE:

April 2018

White/Male

Age 63

DIRECTOR SKILLS:

PROFESSIONAL BACKGROUND:

Mr. Van de Put became Chief Executive Officer of Mondelēz International and joined the Company’s Board of Directors in November 2017. He became Chair in April 2018. Mr. Van de Put served as President and Chief Executive Officer of McCain Foods Limited, a multinational frozen food provider, from 2011 to 2017, and served as its Chief Operating Officer from 2010 to 2011.

 

Mr. Van de Put was President and Chief Executive Officer, Global Over-the-Counter, Consumer Health Division of Novartis AG, a global healthcare company, from 2009 to 2010. From 1998 to 2009, he held a variety of roles with Groupe Danone SA, a multinational provider of packaged water, dairy and baby food products, including Executive Vice President, Fresh Dairy and Waters, Americas, and Executive Vice President, Fresh Dairy and Waters, Latin America.

 

From 1997 to 1998, Mr. Van de Put served as President, Coca-Cola Caribbean, and as Vice President, Value Chain Management, Coca-Cola Brazil. From 1986 to 1997, he held a variety of roles with Mars, Incorporated, a global manufacturer of confectionery, pet food and other food products and a provider of animal care services, including General Manager and President, Southern Cone Region, Mars South America and Vice President, Marketing, Latin America.

DIRECTOR QUALIFICATIONS:

Mr. Van de Put is a seasoned global Chief Executive Officer with experience and expertise in all critical business and commercial operations in both emerging and developed markets. He brings a global perspective to the Board, having lived and worked on three different continents.

Mr. Van de Put has extensive leadership experience, including 30 years of experience in the food and consumer packaged goods industry.

Mr. Van de Put is fluent in English, Dutch, French, Spanish and Portuguese.

Mr. Van de Put has public company board and corporate governance experience. He is a director of AB Inbev SA/NV and a former director of Keurig Dr Pepper Inc. and Mattel, Inc.

 

                       
INDUSTRY EXPERIENCE   SIGNIFICANT
OPERATING
EXPERIENCE
  LEADERSHIP
EXPERIENCE
  SUBSTANTIAL GLOBAL
BUSINESS AND OTHER
INTERNATIONAL
EXPERIENCE
  ACCOUNTING AND
FINANCIAL EXPERTISE
  PRODUCT RESEARCH,
DEVELOPMENT
AND MARKETING
EXPERIENCE
  PUBLIC COMPANY
BOARD AND
CORPORATE
GOVERNANCE
EXPERIENCE

 

2024 PROXY STATEMENT  |  32
 
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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;

 

•  Serves as an alternate member of all Board committees;

 

•  Conducts the annual Board and individual director self-evaluation process in coordination with the Governance Committee; and

 

•  Consults with major shareholders.

 

A highly effective and engaged independent Lead Director:

 

•  Provides independent Board leadership and oversight, including with respect to business matters and risk management activities;

 

•  Enhances independent directors’ input and investors’ perspectives on agendas and discussions;

 

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

 

•  Facilitates effective communication and interaction between the Board and management;

 

•  Serves as a liaison between the independent directors and the Chair and CEO; and

 

•  Provides feedback to management regarding Board concerns and information needs.

Majority Independent Board. 

 

•  At least 80% of our directors must meet the independence requirements prescribed by Nasdaq listing standards. 

 

•  The Guidelines provide that currently the Chair and CEO should be the only member of management to serve as a director.

 

•  Provides independent Board oversight of management on behalf of shareholders.

 

•  Board composed entirely of independent directors (with the exception of the CEO).

 

•  Committees composed entirely of and chaired by independent directors.

Regular Executive Sessions of Independent Directors. At each in-person Board meeting, the independent directors meet in executive session without any members of management present. The independent Lead Director chairs these sessions.   Allows the Board to discuss substantive issues, including matters concerning management, without management present.

Annual Board and Committee Self-Assessments.

 

•  Annual Board, committee and director self-assessments include candid, one-on-one conversations between the independent Lead Director and each director, in coordination with the Governance Committee.

 

•  The results of these self-assessments are used in planning Board and committee meetings and agendas, fostering director accountability and committee effectiveness, analyzing Board composition, and making director recruitment and governance decisions.

 

•  Promotes continuous process improvement of the Board and committees.

 

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

 

•  Provides a disciplined mechanism for director input into the Board’s evolution and succession planning process.

Tenure and Retirement Policies.

 

•  Non-employee directors have a term limit of 15 years.

 

•  Non-employee directors will not be nominated for election to the Board after their 75th birthday.

 

•  Promotes ongoing evolution and refreshment.

 

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

   
2024 PROXY STATEMENT  |  33
 
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Key Practice or Policy   Benefits
Ongoing Director Succession Planning. The Guidelines provide that the Governance Committee actively seeks out (and instructs any search firm it engages to seek out) women and minority candidates to include in the pool from which director nominees are chosen.   Maintaining a diverse Board with varying backgrounds, skills, expertise, gender and race promotes diversity, equity and inclusion in decision-making and oversight.

Limitations on Other Board Service.

 

•  Directors should not serve on more than three public company boards in addition to our Board.

 

•  Directors who also serve as CEO at another public company should not serve on more than two public company boards in addition to our Board.

 

•  Helps affirm that that directors have sufficient time to fulfill their fiduciary duties to the Company.

 

•  All directors comply with this policy.

Annual Election of Directors. Shareholders elect directors annually by   majority vote in uncontested elections.   Strengthens Board, committee and individual director accountability.
Proxy Access. Shareholders that own 3% or more of our outstanding Common Stock continuously for at least three years may nominate up to two director nominees to our Proxy Statement.   Strengthens Board accountability and encourages engagement with shareholders regarding Board composition.
Special Meeting of Shareholders. The holders of at least 20% of the voting power of the outstanding Common Stock may call a special meeting of shareholders.   Strengthens Board accountability and encourages engagement with shareholders regarding important matters.

Regular Shareholder Engagement.

 

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

 

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

 

•  Following our 2023 Annual Meeting of Shareholders, we reached out to shareholders representing nearly 50% of our outstanding shares, and engaged with 17 different shareholders that collectively represent approximately 31% of our outstanding shares. The independent Lead Director met with shareholders representing approximately 24% of our outstanding shares.

 

•  This practice provides open channels of communication with our shareholders and helps promote regular consideration of and response to feedback on the Company’s strategy, corporate governance, compensation and ESG.

Stock Ownership Requirements. Directors must own shares of our Common Stock in an amount equal to five times the annual Board cash retainer within five years of joining the Board.   Aligns directors’ and shareholders’ long-term interests.

Annual CEO Evaluation and Board Oversight of Executive Compensation.

 

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

 

•  The People and Compensation Committee also oversees our executive compensation program.

 

•  Company’s executive compensation program aligns with our business strategy and reflects the strength of ongoing shareholder feedback.

 

•  Enhances management accountability.

 

•  Promotes long-term shareholder returns.

Board Oversight of Strategy and Risk Management.

 

•  The Board reviews the Company’s strategic plan periodically and holds at least one meeting per year primarily dedicated to strategy.

 

•  The Board also has ultimate responsibility for risk oversight and exercises its risk oversight responsibility at both the Board and committee level.

 

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

 

•  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.

   
2024 PROXY STATEMENT  |  34
 
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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. Once new directors are appointed to committees, they meet with Company officers who support those committees.

 

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

 

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

 

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

 

BOARD LEADERSHIP STRUCTURE

 

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

 

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

 

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

 

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

   
2024 PROXY STATEMENT  |  35
 
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THE BOARD’S CURRENT LEADERSHIP STRUCTURE PROVIDES INDEPENDENT LEADERSHIP AND MANAGEMENT OVERSIGHT

 

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

 

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

 

 

 

MR. VAN DE PUT

 

MR. SIEWERT

Chair since 2018

 

Lead Director since 2022

The Board carefully considered its leadership structure, including whether the role of Chair should be a non-executive position or combined with that of the CEO. The Board concluded that combining these roles results in significant benefits for the Company and our shareholders, and best positions Mr. Van de Put to:

 

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

 

•  promote the alignment of our strategic and business plans;

 

•  ensure items of greatest importance for our global operations and risk management activities are brought to the attention of, and reviewed by, the Board on a timely basis;

 

•  highlight important issues with the Board as they happen, as market dynamics change, or as risks evolve, ensuring appropriate oversight and discussion;

 

•  lead the Board’s discussion of the Company’s critical business matters, including risk-related matters and management’s response; and

 

•  enable the Board to stay abreast of the dynamic and rapidly evolving consumer and retail landscape in which the Company operates.

 

The independent directors selected Mr. Siewert to lead our Board as independent Lead Director because he has extensive leadership experience, including risk management and oversight, shaped through his years as a Managing Director and Partner for The Carlyle Group, L.P., his prior leadership roles at The Coca-Cola Company and Eastman Kodak Company, and his experience as lead director at Avery Dennison Corporation. Given his broad global and operational experience in the food, beverage and consumer products industries, the Board believes Mr. Siewert is well-positioned to:

 

•  provide independent Board leadership and oversight, including with respect to business matters and risk management activities;

 

•  facilitate effective information flow to directors and across committees, and promote active discussion and collaboration among the independent directors;

 

•  serve as an effective liaison between the Board and management, as well as between the independent directors and the Chair and CEO;

 

•  provide candid, constructive and independent feedback to management, including regarding Board concerns and information needs; and

 

•  actively engage in shareholder outreach.

 

   
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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:

 

Serve as liaison between the independent directors and the Chair and CEO;
Seek input from the independent directors and advise the Chair and CEO as to an appropriate annual schedule of, and major agenda topics and content of related briefing materials for, regular Board meetings;
Review and approve meeting agendas as well as the content of Board briefing materials and may add agenda items in his or her discretion, including risk-related matters;
Review and approve the allocation of time for the Board and committee meetings;
Preside at Board meetings at which the Chair is not present and preside at executive sessions of the independent directors;
Call meetings of the independent directors or of the Board;
Facilitate effective communication and interaction between the Board and management;
Serve as an alternate member of all Board committees;
Conduct the annual Board, committee and individual director self-evaluation process in coordination with the Governance Committee;
Work with the Governance Committee to develop recommendations for committee structure, membership, rotations and committee chairs; and
Perform such other duties as the Board may delegate, and has from time to time delegated, to the independent Lead Director. 

 

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

 

DIRECTOR INDEPENDENCE

 

ALL DIRECTORS ARE INDEPENDENT EXCEPT FOR OUR CHAIR AND CEO

 

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

 

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

   
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BOARD OVERSIGHT OF STRATEGY

 

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

 

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

 

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

 

BOARD OVERSIGHT OF RISK MANAGEMENT

 

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

 

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

 

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

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

 

 

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

 

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

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

 

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

 

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

 

BOARD OVERSIGHT OF HUMAN CAPITAL MANAGEMENT AND CORPORATE CULTURE

 

HUMAN CAPITAL MANAGEMENT

 

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

 

Talent Development

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

 

Workforce Diversity, Equity and Inclusion

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

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

 

Workplace Safety and Wellness

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

 

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

 

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

 

MANAGEMENT SUCCESSION PLANNING AND DEVELOPMENT

 

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

 

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

 

CORPORATE CULTURE

 

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

 

(1) The Company’s representation goals are aspirational in nature; Mondelēz desires to provide equal employment opportunities, and will continue to hire and promote the best qualified candidates through employment practices that are consistent with applicable laws.
   
(2) Reported information for 2023 excludes employees from the total population who did not self-identify (which were included in prior years).
   
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employees. Directors have engaged with employees in person through activities such as walking the floors of our offices and participating in small group discussions, plant and in-market visits and receptions. These visits help directors assess our culture and interact with employees outside the senior management team.

 

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

 

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

 

MEETING ATTENDANCE

 

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

 

The Board held 13 meetings during 2023.
   
During 2023, Ms. Cousin, Ms. Mukherjee, Ms. Nielsen, Mr. Bunch, Mr. Mesquita, Mr. Siewert and Mr. Van de Put attended 100% of the meetings of the Board and all committees on which they served during the period that he or she served. Mr. ‘t Hart, Mr. Booth and Mr. Todman attended at least 86% of meetings of the Board and all committees on which they served during the period that he or she served.
   
Eight of the nine then-incumbent directors attended the 2023 Annual Meeting of Shareholders. 

 

CODES OF CONDUCT

 

CODE OF BUSINESS CONDUCT AND ETHICS FOR NON-EMPLOYEE DIRECTORS

 

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

 

EMPLOYEE CODE OF CONDUCT

 

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

 

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

   
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WHERE TO FIND MORE INFORMATION

 

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

 

Articles of Incorporation
By-Laws
Corporate Governance Guidelines
Board Committee Charters
Code of Business Conduct and Ethics for Non-Employee Directors

 

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

 

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

 

  

REVIEW OF TRANSACTIONS WITH RELATED PERSONS

 

RELATED PERSON TRANSACTIONS POLICY AND PROCEDURES

 

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

 

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

 

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

 

the commercial reasonableness of the transaction;
the materiality of the related person’s direct or indirect interest in the transaction;
whether the transaction may involve an actual conflict of interest or create the appearance of one;
the impact of the transaction on the related person’s independence (as defined in the Guidelines and the Nasdaq listing standards); and
whether the transaction would violate any provision of the Code of Business Conduct and Ethics for Non-Employee Directors or the Code of Conduct.

 

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

 

REVIEW OF RELATED PERSON TRANSACTIONS SINCE JANUARY 1, 2023

 

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

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

 

  

SHAREHOLDER OUTREACH AND COMMUNICATION WITH THE BOARD

 

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

 

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

 

 

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

 

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

 

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

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

 

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

 

  

COMMITTEE MEMBERSHIP

 

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

 

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

 

Member
Chair
   
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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 Cees ‘t Hart, Jane Hamilton Nielsen, Paula A. Price and Patrick T. Siewert each qualify as “audit committee financial experts” within the meaning of SEC regulations and have financial sophistication in accordance with Nasdaq listing standards. No Audit Committee member received any payments in 2023 from Mondelēz International other than compensation for service as a director. 

 

  

RESPONSIBILITIES

 

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

 

Among other duties, the Audit Committee also oversees:

 

The oversight of ESG-related disclosure in SEC filings, including controls and assurance;
The integrity of our financial statements and our accounting and financial reporting processes and systems of internal control over financial reporting and safeguarding our assets;
Our compliance with legal and regulatory requirements;
Our independent auditors’ qualifications, independence, and performance;
The performance of our internal auditors and internal audit function;
Our technology and cybersecurity risk, including risk mitigation; and
Our guidelines and policies with respect to risk assessment and risk management.

 

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

 

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

   
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AUDIT COMMITTEE REPORT FOR THE YEAR ENDED DECEMBER 31, 2023

 

Management has primary responsibility for Mondelēz International’s financial statements and the reporting process, including the systems of internal control over financial reporting. Our role as the Audit Committee of the Mondelēz International Board of Directors is to oversee Mondelēz International’s accounting and financial reporting processes and audits of its financial statements. We also emphasize the Board’s commitment to compliance and ethical conduct throughout the organization. In addition, in 2023 we assisted the Board in its oversight of:

 

Mondelēz International’s compliance with legal and regulatory requirements;
Mondelēz International’s independent registered public accountant’s qualifications, independence and performance;
The performance of Mondelēz International’s internal auditor and the internal audit function; and
Mondelēz International’s risk assessment and risk management guidelines and policies. 

 

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

 

Management responsibilities include:

 

Preparing Mondelēz International’s consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”);
Assessing and establishing effective financial reporting systems and internal controls and procedures; and
Reporting on the effectiveness of Mondelēz International’s internal control over financial reporting.

 

Internal Audit Department responsibilities include:

 

Assessing management’s system of internal controls and procedures; and
Reporting on the effectiveness of that system.

 

Independent Registered Public Accountants responsibilities include:

 

Auditing Mondelēz International’s financial statements;
Issuing an opinion about whether the financial statements conform with U.S. GAAP; and
Annually auditing the effectiveness of Mondelēz International’s internal control over financial reporting.

 

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

 

Discuss the quality of Mondelēz International’s accounting and financial reporting processes and the adequacy and effectiveness of its internal controls and procedures;
Review significant audit findings prepared by each of the independent registered public accountants and internal audit department, together with management’s responses;
Review the overall scope and plans for the audits by the internal audit department and the independent registered public accountants;
Review matters related to the conduct of the independent registered public accountant’s audit;
Review any critical audit matter identified in the independent registered public accountant’s report;
Review critical accounting policies, the implementation of new accounting standards, and the significant estimates and judgments management used in preparing the financial statements and their appropriateness for Mondelēz International’s business and current circumstances; and
Review Mondelēz International’s earnings releases and its use of non-GAAP financial measures.
   
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In addition to the activities outlined above, in 2023 we reviewed with management, among other things:

 

The Company’s ESG reporting and disclosures in its SEC filings and the evolving ESG regulatory landscape, including increased regulatory focus on climate change;
Guidelines and policies with respect to Mondelēz International’s overall risk assessment and risk management, including our ERM process and specific risks identified in that process, including commodity and foreign exchange risks;
Mondelēz International’s information technology and cybersecurity risk management and business continuity planning, including briefings by the Company’s Chief Information Officer on information security matters and discussions on cybersecurity with the Company’s Chief Information Security Officer and the internal audit department;
Health and safety and compliance matters;
Significant legal and regulatory matters;
The U.S. and non-U.S. tax regulatory environment; and
External ratings related to the performance of our duties of oversight.

 

Before Mondelēz International filed its Annual Report on Form 10-K for the year ended December 31, 2023, with the SEC, we also:

 

Reviewed and discussed the audited financial statements with management and the independent registered public accountants;
Discussed with the independent registered public accountants the items the independent registered public accountants are required to communicate to the Audit Committee in accordance with the applicable requirements of the Public Company Accounting Oversight Board and the SEC;
Received from the independent registered public accountants the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accountants’ communications with us concerning independence; and
Discussed with the independent registered public accountants their independence from Mondelēz International, including reviewing non-audit services and fees to assure compliance with (i) regulations prohibiting the independent registered public accountants from performing specified services that could impair their independence, and (ii) Mondelēz International’s and the Audit Committee’s policies.

 

Based upon the review and discussions described in this report and without other independent verification, and subject to the limitations of our role and responsibilities outlined in this report and in our written charter, we recommended to the Board, and the Board approved, that the audited consolidated financial statements be included in Mondelēz International’s Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 2, 2024.

 

Audit Committee:

Lewis W.K. Booth, Chair
Cees ‘t Hart
Jorge S. Mesquita
Jane Hamilton Nielsen

 

 

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 2023 audit and non-audit services provided by the independent registered public accountants.

 

INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS’ FEES

 

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

 

   2023  2022
Audit Fees  $15,230,000  $15,442,000
Audit-Related Fees  1,068,000  2,064,000
Tax Fees  45,000  206,000
All Other Fees  104,000  15,000
Total  $16,447,000  $17,727,000

 

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

 

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

 

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

 

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

 

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

 

All fees above include out-of-pocket expenses.

 

  

FINANCE COMMITTEE

 

RESPONSIBILITIES

 

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

 

At least annually, our long-term capital structure, including financing plans, projected financial structure, funding requirements, target credit ratings and return on invested capital;
Authorization of issuances, sales or repurchases of equity and debt securities;
Our external dividend policy and dividend recommendations;
Proposed acquisitions, divestitures, joint ventures, investments, asset sales and purchase commitments for services in excess of $100 million; and
Board authorization and delegation levels with respect to financing matters.
   
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The Finance Committee also reviews and discusses with management:

 

Results of transactions such as acquisitions, divestitures, joint ventures, investments, asset sales and purchase commitments for services in excess of $100 million; and
The cash-flow impact of non-debt obligations, including funding pension and other post-retirement benefit plans.

 

  

GOVERNANCE, MEMBERSHIP AND SUSTAINABILITY COMMITTEE

 

RESPONSIBILITIES

 

The Governance Committee’s responsibilities include:

 

Membership

At least annually, reviewing the characteristics, skills, knowledge, experience, diversity and other criteria for identifying and evaluating directors and recommend changes to the Board, if any;
Reviewing the qualifications of candidates for director suggested by Board members, shareholders, management and others in accordance with criteria approved by the Board;
Consider the performance and suitability of incumbent directors in determining whether to nominate them for re-election;
Recommending to the Board a slate of nominees for election or re-election to the Board at each annual meeting of shareholders;
Recommending to the Board candidates to be appointed to the Board as necessary to fill vacancies and newly created directorships;
Reviewing and making recommendations to the Board as to the determination of director independence and related person transactions;
Recommending to the Board and overseeing compliance with director retirement policies;
Recommending to the Board directors to serve as members and chairs of each committee, as well as candidates to fill vacancies on any committee of the Board;
Periodically reviewing succession plans for directors, members of each committee, each committee chair and the Lead Director;
Evaluating any PCC interlocks among Board members and executive officers;
Monitoring directors’ compliance with the stock ownership guidelines; and
Overseeing the orientation of new directors and evaluating opportunities for Board members to engage in continuing education.

 

Governance

Annually reviewing and recommending to the Board changes to the Guidelines;
Making recommendations to the Board concerning the frequency and content of Board meetings;
Making recommendations to the Board concerning the appropriate size, function, composition and structure of the Board and its committees;
Developing, recommending to the Board and overseeing an annual self-evaluation process for the Board, its committees and individual directors;
Administering the Code of Business Conduct and Ethics for Non-Employee Directors and, at least annually, meeting with the Corporate Secretary to review the Code and, if necessary, recommending changes to the Code to the Board;
Reviewing directorships at other for-profit organizations offered to directors and senior officers;
Overseeing our engagement with shareholders and proxy advisory firms, including with respect to shareholder proposals; and
Advising and making recommendations to the Board on corporate governance matters, to the extent these matters are not the responsibility of other committees.

 

Sustainability and Public Affairs

Except to the extent allocated to another Board committee, overseeing our ESG policies and programs related to corporate citizenship, social responsibility, and public policy issues significant to the Company such as sustainability and environmental responsibility; food labeling, marketing and packaging; philanthropic and political activities and contributions, and Board ESG education and capabilities; and
Monitoring issues, trends, internal and external factors and relationships that may affect the public image and reputation of the Company and the food and beverage industry.
   
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Other Duties and Responsibilities Includes

Monitoring significant developments in the regulatory environment relevant to the Company; and
Performing any other duties and responsibilities that are consistent with the Governance Committee’s purpose, Articles of Incorporation and By-Laws, and governing law, as the Board or the Governance Committee deems necessary or appropriate.

 

POLITICAL ACTIVITY AND GOVERNANCE

 

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

 

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

 

  

PEOPLE AND COMPENSATION COMMITTEE

 

PEOPLE AND COMPENSATION COMMITTEE INDEPENDENCE, INTERLOCKS AND INSIDER PARTICIPATION

 

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

 

An officer or employee of Mondelēz International;
A participant in a related person transaction required to be disclosed under Item 404 of Regulation S-K; or
An executive officer of another entity at which one of our executive officers serves on the board of directors or the compensation committee.

 

RESPONSIBILITIES

 

The PCC’s responsibilities include:

 

Establishing our executive compensation philosophy;
Determining the group of companies the PCC uses to benchmark executive and director compensation (the “Compensation Survey Peer Group”);
Periodically benchmarking non-employee director compensation against the Compensation Survey Peer Group, considering the appropriateness of the form and amount of non-employee director compensation, and making recommendations to the Board concerning director compensation with a view toward attracting and retaining qualified directors;
Assessing the appropriateness and competitiveness of our executive compensation programs, including severance programs and executive retirement income design;
Overseeing strategic progress indicators (“SPIs”) for incentive plans;
Reviewing and approving goals and objectives of the CEO; evaluating the performance of the CEO in light of these goals and objectives; and based upon this evaluation, determining both the elements and amounts of the CEO’s compensation, including perquisites. The CEO may not be present during voting or deliberations on his or her compensation;
   
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Reviewing management’s recommendations for, and approving the compensation of, the CEO’s executive direct reports and other officers subject to Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);
Determining annual incentive compensation, equity awards and other long-term incentive awards granted under our equity and long-term incentive plans to eligible participants;
Determining the policies governing options and other stock grants;
Making recommendations to the Board with respect to incentive plans requiring shareholder approval; and approving eligibility for and design of executive compensation programs implemented under shareholder-approved plans;
Reviewing the compensation and benefits policies and practices for employees, including non-executive officers, as they relate to our risk management practices and risk-taking incentives, and reviewing proposed material changes to these policies and practices;
Overseeing the talent development and succession planning process (including succession planning for emergencies) for the CEO and the CEO’s executive direct reports and, as appropriate, evaluating potential candidates and making recommendations to the Board regarding potential CEO candidates;
Reviewing periodically our key policies, practices and strategies related to human capital management, including but not limited to organizational engagement and effectiveness, employee wellness, DE&I, pay equity, talent sourcing strategies, and talent management and development programs, and reviewing human capital management disclosure in our proxy statement;
Monitoring our policies, objectives and programs related to DE&I and reviewing periodically our DE&I responsibilities and performance as an equal opportunity employer;
Overseeing policies as they relate to respect for employees and others within the business of Mondelēz International;
Monitoring executive officers’ compliance with our stock ownership guidelines;
Advising the Board and assess the appropriateness of the compensation of independent directors for service on the Board and its committees;
Reviewing and discussing with management the CD&A and related disclosures to be included in our proxy statement and annual report on Form 10-K, and preparing and approving the PCC’s annual report to shareholders for inclusion in our annual proxy statement;
Reviewing and approving our clawback policies, upon certain financial restatements and upon significant misconduct that could damage the Company’s reputation;
Assessing the independence of any compensation consultant, outside counsel and other advisors (whether retained by the PCC or management) that provide advice to the PCC Committee, before selecting or receiving advice from them, based on the factors set forth in the Nasdaq listing rules;
At least annually, assessing whether the work of compensation consultants involved in determining or recommending executive or director compensation has raised any conflict of interest that is required to be disclosed in our annual report on Form 10-K and proxy statement;
Assessing the results of the most recent advisory vote on executive compensation; and
Performing any other duties and responsibilities that are consistent with the PCC’s purpose, our Articles of Incorporation and By-Laws, and governing law, as the Board or the PCC deems necessary or appropriate.

 

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

 

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

 

Each year, the CEO presents compensation recommendations for his direct reports and the other executive officers, including the NEOs. The PCC reviews and discusses these recommendations with the CEO but retains full discretion over the compensation of these employees.
The CEO does not make recommendations or participate in deliberations regarding his own compensation.
Executive officers do not play a role in determining or recommending the amount or form of non-employee director compensation.

 

See “Decision-Making Process” on page 76 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 PCC oversees the development and retention of senior management talent while also developing a long-term succession and development plan for our CEO. Additionally, the Board has contingency plans for emergencies such as the death or disability of the CEO.

 

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

   
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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. Our strategic approach to Snacking Made Right, alongside our long-term growth strategy – represented by the four pillars of growth, execution, culture and sustainability – helps us drive innovative, sustainable business growth.

 

OUR STRATEGIC FOCUS AREAS

 

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

 

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

 

Ingredients   Climate   Packaging   Social Impact   Diversity,
Equity
& Inclusion
  Consumer
Well
-Being
  Employee
Well-Being
           
Develop and advance signature sourcing programs across key raw materials, including cocoa, wheat and palm oil, to help build greater end-to-end resilience in these supply chains.   Help combat climate change through science-based targets, using natural resources end-to-end more efficiently and renewably.   Aim to reduce and evolve packaging and to improve systems to support our vision of a more circular pack economy.   Promote human rights across our value chain and help to enable empowered and inclusive communities.   Champion DE&I for our colleagues, culture and communities.   Aim to empower consumers with contemporary Well-being options and choices, Mindful Snacking habits and portion control.   Build a culture that focuses on the safety, physical and mental well-being of our colleagues.
   
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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 DE&I goals. Specific responsibilities are delegated to our Board committees, which are composed solely of independent directors.

 

Governance, Membership and Sustainability Committee: Oversees our ESG policies and programs related to corporate citizenship, social responsibility and public policy issues, such as sustainability and environmental responsibility; food labeling, marketing and packaging; philanthropic and political activities and contributions; and our Board’s ESG education and capabilities.
People and Compensation Committee: Oversees our talent management and development programs to fuel our strategies, DE&I priorities, workplace safety and employee wellness, pay equity, talent sourcing strategies, talent management and development programs, and ESG strategic progress indicators for incentive plans.
Audit Committee: Oversees our safety priorities, goals and performance, as well as our ESG-related disclosure and control processes in connection with SEC filings.

 

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

 

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

 

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

 

OUR GOALS

 

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

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

   
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COMPENSATION OF NON-EMPLOYEE DIRECTORS 

 

 

REVIEW OF NON-EMPLOYEE DIRECTOR COMPENSATION

 

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

 

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

 

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

 

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

 

SUMMARY OF 2023 COMPENSATION ELEMENTS

 

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

 

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

 

PLAN LIMITS ON NON-EMPLOYEE DIRECTOR GRANTS

 

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

   
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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 (“DSUs”). We settle these DSUs by distributing actual shares six months after a director ends his or her service as a director. When we pay a dividend on our Common Stock, we accrue the value of the dividends that we would have paid on the shares underlying the DSUs. Directors receive shares equal to the accumulated value of the dividends at the same time their DSUs are settled.

 

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

 

DIRECTOR STOCK OWNERSHIP GUIDELINES

 

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

 

Key Provisions   Explanation of Key Provisions
Ownership expectation   Amount equal to 5 times the annual Board cash retainer.
Time to meet expectation   5 years after joining the Board as a director. 
Shares counted toward ownership   Common Stock, including sole ownership, DSUs and accounts over which the director has direct or indirect ownership or control.
Holding expectation   The Company does not release the shares underlying DSUs until six months after the director ends his or her service as a director. The Company does not require that shares be held after distribution/issuance.

 

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

 

COMPANY MATCH FOR DIRECTOR CHARITABLE CONTRIBUTIONS

 

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

   
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2023 NON-EMPLOYEE DIRECTOR COMPENSATION

 

Name   Fees Earned or
Paid in Cash(1)
($)
  Stock Awards(2)
($)
  All Other
Compensation(3)
($)
  Total
($)
Booth, Lewis   135,000   190,063   15,000   340,063
Bunch, Charles   130,000   190,063   15,000   335,063
Cousin, Ertharin   110,000   190,063   6,000   306,063
Juliber, Lois(4)   51,181     20,000   71,181
Mesquita, Jorge   110,000   190,063     300,063
Mukherjee, Anindita(5)   110,000   269,232     379,232
Nielsen, Jane   122,418   190,063     312,481
Shi, Christiana(4)   41,703       41,703
Siewert, Patrick   140,000   190,063   15,000   345,063
Todman, Michael   133,104   190,063     323,167
´t Hart, Cees(6)   49,321   174,209     223,530
(1) Includes all retainer fees earned or deferred pursuant to the 2001 Compensation Plan for Non-Employee Directors.
(2) The amounts shown in this column represent the full grant date fair value of the DSU grants in 2023 as computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. Assumptions used in the calculation of these amounts are included in Note 12, Stock Plans, to the consolidated financial statements in our 2023 Form 10-K. The DSUs are immediately vested, but settlement of the shares is deferred until six months after the director separates from service on the Board. The 2023 Non-Employee Director Equity Awards table provides further detail on the non-employee director grants made in 2023 and the number of stock awards outstanding as of December 31, 2023.
(3) Represents Foundation contributions made as part of the Foundation Matching Gift Program. Annual match limits are based on gift date, not the match date by the Foundation. As such, the amounts reflected may represent gifts that directors made in 2022 but the Foundation did not match until 2023.
(4) Effective May 18, 2023, Ms. Juliber and Ms. Shi concluded their service on the Board. Their respective 2023 retainer payments were prorated based on the date their terms ended. They did not receive an annual equity grant during 2023.
(5) Ms. Mukherjee joined the Board effective January 1, 2023. Because Ms. Mukherjee was appointed after our 2022 Annual Meeting of Shareholders, she also received a prorated director equity grant of 1,195 DSUs in 2023 for her Board service from January 1, 2023 until our 2023 Annual Meeting of Shareholders.
(6) Mr. ‘t Hart joined the Board effective July 20, 2023.

 

2023 NON-EMPLOYEE DIRECTOR EQUITY AWARDS

 

    All Stock Awards:
Number of Stocks or Units
Granted in 2023
  All Stock Awards:
Grant Date Fair Value of Stock or
Units Granted in 2023(1)
  Outstanding
Stock Awards as of
December 31, 2023(2)
Name   (#)   ($)   (#)
Booth, Lewis   2,461   190,063   49,219
Bunch, Charles   2,461   190,063   29,195
Cousin, Ertharin   2,461   190,063   6,975
Mesquita, Jorge   2,461   190,063   49,582
Mukherjee, Anindita   3,656   269,232   3,708
Nielsen, Jane   2,461   190,063   8,950
Siewert, Patrick   2,461   190,063   49,358
Todman, Michael   2,461   190,063   12,772
´t Hart, Cees   2,358   174,209   2,374
(1) The amounts shown in this column represent the full grant date fair value of the DSUs granted in 2023 as computed in accordance with FASB ASC Topic 718.
(2) The amounts shown in this column include dividends accrued on outstanding DSU grants. Shares subject to such DSU grants are fully vested but settlement is deferred until six months after the director separates from service on the Board.
   
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COMPENSATION DISCUSSION AND ANALYSIS (CD&A)

 

 

This CD&A details our alignment of pay with financial and strategic performance, provides an overview of compensation programs, explains the guiding principles and practices upon which our executive compensation program is based and describes the compensation paid to the following individuals, who were our 2023 NEOs:

 

         
Dirk Van de Put
Chair &
CEO
  Luca Zaramella
Executive Vice
President (“EVP”) &
Chief
Financial Officer
  Vinzenz Gruber
EVP & President,
Europe
  Gustavo Valle
EVP & President,
North America
  Laura Stein
EVP, Corporate &
Legal Affairs, General
Counsel & Corporate
Secretary
  Maurizio Brusadelli
Former EVP &
President, Asia, Middle
East & Africa (“AMEA”)

 

EXECUTIVE SUMMARY

 

COMPANY PERFORMANCE AND STRATEGY

 

We have continued to make significant progress against our long-term strategy and aim to be the global leader in snacking by continuing to focus on our four strategic priorities:

 

     
Accelerating growth and focusing the portfolio on generating 90% of revenue from core snacks categories of chocolate, biscuits and baked snacks.   Driving improvements such as expanding our presence through emerging market distribution, adding more than 600,000 stores and investing more than $1 billion to become the digital commerce snacks leaders while advancing future-forward commercial growth capabilities.   Strengthening the Company’s local-first operating model to further empower employees, promote a growth culture and continue to build a team of deep and diverse talent.   Helping to drive positive change at scale across the Company’s ESG priorities (as outlined in our annual Snacking Made Right report) – to create long-term value for both the business and its stakeholders.

 

Our reward structure continues to be tightly aligned with our strategy, using incentive plan metrics that are structured to drive high quality results against each of the four priorities listed above.

 

The success of our strategic priorities and long-term strategy is demonstrated by our financial results. Over the past five years, we have seen a marked increase in our top-line growth, cash flow generation and record gross profit dollar growth. We believe we are well-positioned for continued value creation as we further strengthen and reshape our portfolio, leverage our superior brands and advantaged footprint, and substantially reinvest in our brands, capabilities and talent.

   
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Strong 2023 Performance(1)

 

Our 2023 results underscore the strength of our execution, importance of our investments and the resiliency of our portfolio, footprint, categories and brands. In 2023, we delivered double-digit revenue and earnings growth, leading to strong cash flow generation and capital return to shareholders. As demonstrated below, our execution of our strategy and smart capital allocation over the past five years continues to drive strong Total Shareholder Return (“TSR”) performance with leading results among our industry peer group.

 

In 2023, we delivered approximately $2.2 billion in dividends to shareholders and returned approximately $1.5 billion in capital to shareholders in the form of share repurchases while continuing to make significant investments in our business. All of this was made possible through realizing net cash from operating activities of approximately $4.7 billion, up $0.8 billion versus prior year, resulting in our strong Free Cash Flow of approximately $3.6 billion, up $0.6 billion versus prior year.

 

Net Revenues     Cash Flow  
Reported Net
Revenues Growth
Organic Net Revenues Growth
(Non-GAAP)
  Reported Net Cash Provided
by Operating Activities
Free Cash Flow
(Non-GAAP)
+14.4% +14.7%   $4.7B $3.6B
         
Gross Profit     EPS(2)  
Reported Gross Profit
Dollars Growth
Adjusted Gross Profit Dollars Growth @
Constant Currency (Non-GAAP)
  Reported Diluted
EPS Growth
Adjusted EPS Growth @
Constant Currency (Non-GAAP)
+21.7% +18.8%   +84.7% +19.0%

 

Strong and Consistent Outperformance on Annualized TSR

 

 

 

(1) Reflects year-over-year and/or 2023 highlights. We report our financial results in accordance with U.S. GAAP. However, we use non-GAAP financial measures in making financial, operating and planning decisions and in evaluating our performance. See definitions of these measures and GAAP to non-GAAP reconciliations in Annex A.
(2) Given the nature of non-recurring items that impacted our 2023 reported diluted EPS growth, we believe adjusted EPS growth provides the most accurate picture of our 2023 performance. Our 2023 reported diluted performance was positively impacted by several items impacting comparability including a gain on marketable securities, favorable year-over-year change in mark-to-market impacts from currency and commodity derivatives, higher net gain on equity method investment transactions, lower impact from the European Commission legal matter, lapping prior year acquisition-related costs, lapping prior year incremental costs due to the war in Ukraine, a gain on the sale of our developed market gum business, lapping prior year loss on debt extinguishment, lower intangible asset impairment charges and lapping prior year inventory step-up charges. Please refer to Annex A for more information on these items.
   
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OVERVIEW OF PAY ELEMENTS

 

This table describes the primary elements and outcomes of the 2023 executive compensation program for our NEOs, reflecting the philosophy of our People and Compensation Committee (“PCC”) to set challenging but attainable targets to reward performance. The performance metrics below are aligned directly to the key business goals and strategy highlighted above. 

 

Pay
Element
Vehicle 2023 Performance Measures &
Key Characteristics(1)
    2023 Objectives
Base Salary Cash Fixed cash paid regularly     Review and adjust when appropriate to attract and retain world-class business leaders by offering market-competitive salaries based on position, scope of role and experience
Annual
Incentive
Plan (“AIP”)
100%
At-risk cash
80% Financial Measures:

Organic Volume Growth (15%)

Organic Net Revenue Growth (15%)

Adjusted Gross Profit Growth (35%)  

Adjusted Operating Income Growth (15%)

Free Cash Flow (20%)

 

 

30pp
Market
Share
Overlay

Reward and motivate annual accomplishment of critical financial and strategic objectives across our four strategic priorities: growth, execution, culture and sustainability
    20% Strategic Progress Indicators
(“SPI”) Goals(2)
     
Long-Term Incentive (“LTI”) Program

75% Performance Share Units (“PSUs”)

3-year cliff vesting

1-year holding post vesting

25% Organic Net Revenue Growth

25% Adjusted EPS Growth

50% Annualized Relative TSR  

Cap PSU payout at target if TSR is negative at the end of the performance period

Above median performance (55th percentile) required to achieve target payout for the Relative TSR metric

Reward long-term performance for delivering sustained long-term growth and creating shareholder value
 

25% Stock Options

3-year ratable vesting

1-year holding post exercise

Stock Price      

 

(1) A more detailed discussion, including definitions of the financial measures, appears later in this CD&A and in Annex A.
(2) See “Strategic Progress Indicator Goals” on page 68 for details, including ESG goals.

 

2023 Compensation Program Design Changes

 

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

 

EXECUTIVE COMPENSATION GOALS AND PRINCIPLES

 

The PCC oversees our executive compensation program, which is designed to focus on four primary principles.

 

Principle   How We Accomplish
Attract, retain and motivate talented executives and develop world-class business leaders  

Align our executive pay packages with comparable positions at companies in our Compensation Survey Peer Group, taking into account tenure, experience, performance and complexity of scope  

Align executive pay and performance  

Make a significant portion of our executives’ compensation dependent on achieving robust financial and strategic goals which are set at the beginning of performance cycles

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

91% of our CEO’s target compensation and on average 83% of the other NEOs’ target compensation is at risk

Align our executives’ and shareholders’ interests to promote sustained and superior long-term shareholder returns   

75% of our CEO’s target compensation and on average 65% of the other NEOs’ target compensation is in equity-based grants, comprising of PSUs and stock options

For PSUs, require above median performance (55th percentile) to achieve target payout for the Relative TSR metric

Maintain stock ownership policy that requires ownership at or above peer benchmark levels (CEO must hold shares equal to 8 times salary and other NEOs must hold shares equal to 4 times salary) and 1-year holding requirements

   
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SHAREHOLDER ENGAGEMENT ON EXECUTIVE COMPENSATION

 

The Board encourages open and constructive dialogue with shareholders regarding our executive compensation policies and practices. At the 2023 Annual Meeting of Shareholders, approximately 91% of the votes cast in our say-on-pay advisory vote were in favor of our executive compensation policies and practices. We did not make any changes to our compensation program as a result of the advisory vote due to the strong level of support and the consistent positive feedback we received from shareholders on our compensation program through our engagement efforts.

 

 

COMPENSATION PROGRAM GOVERNANCE

 

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

 

WHAT WE DO   WHAT WE DON’T DO

Require significant stock ownership

 

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

 

For PSUs, require above median performance (55th percentile) to achieve target payout for the Relative TSR metric. Also, cap PSU payout at target if TSR is negative at the end of the performance period

 

Require “clawbacks” under our clawback policies, upon certain financial restatements and upon significant misconduct that could damage the Company’s reputation

 

Conduct an annual compensation risk assessment

 

Offer limited executive perquisites

 

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

 

Benchmark executive compensation and our performance compared to relevant comparators

 

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

 

Retain an independent compensation consultant to advise the PCC

 

No re-pricing or exchanging underwater stock options

 

No dividends paid to executives before PSUs vest

 

No separate, enhanced health and welfare plans for NEOs

 

No guaranteed increases to base salaries

 

No hedging, pledging or short sales of our Common Stock

 

No tax gross-ups to NEOs for executive perquisites or in the event of a change in control

 

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

 

No incentives to pursue excessively risky business strategies

   
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COMPENSATION PROGRAM

 

TOTAL TARGET COMPENSATION MIX

 

The PCC 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 LTI plan. Our focus on performance-based compensation rewards strong Company financial and operating performance and aligns the interests of our NEOs with those of our shareholders.

 

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

 

 

BASE SALARY

 

Overview

Base salary is the primary element of fixed compensation. In determining the base salary that each NEO receives, we look at the executive’s current compensation, tenure, performance, any change in the executive’s position or responsibilities and the complexity and scope of the executive’s position as compared to those of other executives within the Company and in similar positions at companies in our Compensation Survey Peer Group. The PCC reviews NEO salaries annually. If awarded, salary increases are generally effective April 1. If there is a notable change in a NEO’s role and responsibilities during the year, the PCC considers whether an off-cycle increase is warranted. No NEO received an off-cycle increase in 2023.

 

2023 Compensation Actions

Other than the CEO, each of the NEOs received a base salary increase in 2023 to reflect their performance and contributions in their current roles and to position them competitively relative to external peers. Base salaries for the NEOs and increases (where applicable) are shown in the table below. 

 

Name 2022 base salary 2023 base salary % increase
Mr. Van de Put 1,550,000 1,550,000 0.0%
Mr. Zaramella 880,000 950,000 8.0%
Mr. Gruber CHF 736,500 CHF 753,500 2.3%
Mr. Valle 720,000 750,000 4.2%
Ms. Stein 750,000 780,000 4.0%
Mr. Brusadelli(1) € 624,000 € 649,600 4.1%

 

(1) Mr. Brusadelli’s base salary increase was approved prior to his termination of employment. The figure shown above represents the annualized amount approved by the PCC and not the prorated amount actually paid due to his partial year of service.
   
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AIP

 

Overview

 

We design our AIP to reward and motivate annual accomplishment of critical financial and strategic objectives across our four strategic priorities: growth, execution, culture and sustainability.

 

AIP Award Calculation/Payout

 

The graphic below illustrates the key components, performance goals and calculation of the 2023 AIP for the NEOs.

 

 

 

2023 AIP Targets for NEOs

 

Target annual incentive opportunities for the NEOs are shown in the table below. In determining the targets, the PCC reviews benchmark data from our Compensation Survey Peer Group (see “Peer Groups” on page 75) to align our executive pay packages with similar positions.

 

Name Target opportunity as a % of salary
Mr. Van de Put 190%
Mr. Zaramella 110%
Mr. Gruber 100%
Mr. Valle 100%
Ms. Stein 90%
Mr. Brusadelli 100%
   
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Financial Performance Rating (80% Weighting)

 

Metrics and Alignment with Strategy

 

The financial performance rating for Mr. Van de Put, Mr. Zaramella and Ms. Stein is based on global Company performance; the financial performance ratings for Mr. Gruber and Mr. Valle are based on a combination of their respective region and global Company performance. In selecting financial performance metrics, the PCC seeks to incentivize actions that drive execution consistent with our strategy. The PCC determined that each of the selected metrics incentivizes a key component of our growth strategy and that executives have the ability to influence our performance on each measure. Performance ratings against each measure can range from 0% to 200%,with the exception of the Market Share Overlay.

 

Performance Measures(1)   Alignment with Strategy
Organic Volume Growth   Incentivizes balanced, high-quality, top-line growth and improved margin leverage through higher capacity utilization
Organic Net Revenue Growth   Focuses on high-quality revenue growth through market share, volume gains and price-mix optimization  
Adjusted Gross Profit Growth   Measures the Company’s ability to manage and balance trade-offs among volume, mix, pricing and costs and enables investment to drive earnings and Free Cash Flow through investing in people and brands
Adjusted Operating Income Growth   Demonstrates if our business is operating successfully by capturing all operating costs  
Free Cash Flow     Key metric that influences our ability to invest for future growth, drive operational excellence and return cash to shareholders
Market Share Overlay   Incentivizes market share growth and leadership positions across our key markets  

 

(1)Market share overlay reflects global market share measured on a net revenue weighted basis across our key markets. See definitions of other performance measures in Annex A.

 

Target-Setting Process

 

The Board recognizes the importance of establishing rigorous but realistic targets that continue to motivate and retain executives and approves annual operating targets after a thorough review and discussion. The targets set by the Board require achieving a high degree of business performance for the expected operating environment. These targets are used by the PCC as the basis of the AIP. Further, targets were set at levels that would be challenging and not certain to be met. Targets were approved in February 2023. 

 

2023 Targets and Corporate Financial Rating

 

To determine awards for Mr. Van de Put, Mr. Zaramella and Ms. Stein, the PCC first evaluated the 2023 Company results against the 2023 Company performance goals listed below (U.S. dollars in millions). Overall, we achieved an above target Company performance rating of 159% under the 2023 AIP.

   
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(1) See definitions in Annex A. The threshold, target and maximum performance levels were adjusted during 2023 to account for the divestiture of our developed market gum business. The adjustments were made to exclude the impact of the developed market gum business on performance metrics for the period following completion of the divestiture. Such goals, as adjusted, are reflected above.
(2) Reflects a decrease in global market share measured on a net revenue weighted basis across our key markets.

 

2023 Europe and North America Financial Ratings

 

To determine the annual incentive awards for Mr. Gruber and Mr. Valle, the PCC evaluated the weighted average of the performance of the business units in each of their respective regions against the performance targets and determined final region performance ratings. These ratings, together with the global corporate performance rating above, were used to create blended performance ratings (weighted as 80% region and 20% Corporate), as shown below.

 

        Performance Rating(1)
Performance Measures(1)  Weighting    Europe
(Gruber)
  North America
(Valle)
Organic Volume Growth  15%    47%  91%
Organic Net Revenue Growth  15%    200%  177%
Adjusted Gross Profit Growth  35%    182%  197%
Adjusted Operating Income Growth  15%    179%  200%
Free Cash Flow  20%    200%  126%
Market Share Overlay  -/+30pp    (30)pp  0pp
Region Performance Rating       137%  164%
Final Blended Rating       141%  163%
(1) See definitions in Annex A.
   
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Strategic Progress Indicator Goals (20% Weighting)

We have two long-term SPI goals – Snacks Leadership and ESG (comprised of Sustainability, Mindful Snacking and Colleagues) – each of which are weighted 50% of the total SPI goals. We assess our leadership team annually on progress made against these SPI goals to ensure we stay on track to achieve our long-term strategic objectives. Achievement on each SPI can range from 0% to 200% of target. This approach aligns the leadership team in delivering the right strategic outcomes for the Company. Similar to prior years, the PCC reviews all the results and approves the Company’s SPI rating. At the end of the year, the PCC determines a payout percentage based on its assessment of the Company’s global performance against the annual SPI goals.

 

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

 

SPI Goals       Assessment(1)   Annual Progress
Snack Leadership
(50% of SPI)
Drive global leadership in snacking by accelerating growth in multiple snacking categories
    •  Priority & Total Snacks Share Change: Market share faced challenges due to slower acquisition activity and the sale of our developed market gum business
ESG (50% of SPI)   Sustainability: Drive towards net zero environmental impact with sustainably sourced cocoa and wheat and reduction in packaging waste and CO2    

•  Sustainably Sourced Cocoa: Achieved approximately 85% sustainably sourced cocoa via our Cocoa Life Program, on track to deliver on our long-term goals

•  CO2 Reduction: Strong progress on Scope 1&2 CO2 reductions led by our Business Units, driven primarily by renewable energy expansions in key markets

•  Recyclable Packaging: Approximately 96% conversion to recycling packaging, close to achieving our long-term goals

    Mindful Snacking: Evolve our products and portfolio to help consumers snack mindfully    

•  Mindful Portions: Progress was on track for our long-term goals

•  Nutrients: Progress was in line with annual expectations and our long-term goals

    Colleagues: Build a winning growth and ownership culture which promotes colleague wellbeing and development while fostering a diverse and equitable workforce    

•  Depth of Talent: Continued strong improvement in our bench strength, with robust strategic talent review process focused to develop internal talent

•  Employee Engagement: Improved results year-over-year, achieving top quartile employee engagement relative to benchmark companies

•  DE&I: Strong progress year-over-year for Women in Leadership roles and for black management representation in the U.S.

SPI Rating           113%
(1) Arrow up = above expected progress; sideways arrow = at expected progress; arrow down = limited progress.  

 

Region SPI Rating

 

The region SPI ratings are a net revenue weighted average of the final SPI rating for each business unit in the region. After reviewing annual progress toward each of the long-term SPI goals for the business units in the region, the PCC determined that the appropriate NEO payout ratings for the regions are:

 

  Final SPI Rating
Corporate 113%
Europe 100%
North America 103%
   
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AIP Decisions

 

After determining the financial payout percentages and SPI ratings, the PCC approved the following AIP cash payments for the NEOs:

 

Name  Target
Incentive
   Financial
Performance
Rating
  SPI
Rating
  Total Incentive
Payment
   Total Incentive
Payment as % of
Target
Mr. Van de Put  $2,945,000   159%  113%  $4,417,500   150%
Mr. Zaramella  $1,045,000   159%  113%  $1,567,500   150%
Mr. Gruber  CHF 753,500   141%  100%  CHF 1,002,155   133%
Mr. Valle  $750,000   163%  103%  $1,132,500   151%
Ms. Stein  $702,000   159%  113%  $1,053,000   150%
Mr. Brusadelli(1)  337,292   Not Applicable  Not Applicable  337,292   100%
(1) Under the terms of the Company’s AIP, Mr. Brusadelli was eligible for retirement treatment prior to his termination. Thus, his amounts reflect target-level performance prorated for his partial year of service in accordance with the AIP. For additional information regarding his separation, see “Mr. Brusadelli’s Separation” section below.

 

LTI PROGRAM

 

Overview

 

We design our LTI program to incentivize our NEOs to focus on critical performance objectives that we believe will translate into sustainable shareholder returns over the long term. Grants made under our 2023 LTI program were entirely in equity using the same mix used in 2022: 75% PSUs and 25% stock options.

 

Vehicle   Weight   Structure   Purpose   2023 Performance
Measures(1)
PSUs   75%  

•  Number of shares earned may range from 0% to 200% of the target number of PSUs granted based on the final business performance rating for the 3-year performance cycle

•  3-year cliff vesting

•  1-year holding requirement after vesting

•  Cap PSU payout at target if TSR is negative at the end of the performance period

•  Above median performance (55th percentile) required to achieve target payout for the Relative TSR metric

 

•  Aligns long-term interests

•  Pay for performance

•  Retention

•  Stock ownership

 

•  25% Organic Net Revenue Growth

•  25% Adjusted EPS Growth

•  50% Annualized Relative TSR

Stock Options   25%  

•  3-year ratable vesting

•  1-year holding requirement post exercise

•  10-year term

 

•  Aligns long-term interests by linking value entirely to stock price appreciation

•  Retention

•  Stock ownership

  Stock Price
(1) See definitions of PSU performance measures in Annex A.
   
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2023 Annual Equity Grants to NEOs

 

The table below shows the 2023 annual equity grants to our NEOs. In determining each grant, the PCC considered each executive’s level of responsibility, individual and Company performance, external market positioning and recommendations from the CEO, other than for his own grants.

 

    2023 Annual Equity Grants(1)
    PSUs   Stock Options
Name   #   $(2)   #   $(2)
Mr. Van de Put   154,920   10,125,000   258,190   3,375,000
Mr. Zaramella   57,380   3,750,000   95,630   1,250,000
Mr. Gruber   45,900   3,000,000   76,500   1,000,000
Mr. Valle   26,400   1,725,000   43,990   575,000
Ms. Stein   21,810   1,425,000   36,340   475,000
Mr. Brusadelli(3)   28,690   1,875,000   47,820   625,000
(1) The grant date for the annual equity grants was March 2, 2023. Grants of PSUs are reflected at target since actual shares earned, if any, will be determined after the three-year performance cycle ending on December 31, 2025.
(2) The dollar values above represent the nominal amounts approved by the PCC which were used to determine the number of PSUs and stock options granted. For the grant date fair values determined under relevant accounting principles, see the Summary Compensation Table (“SCT”) and the Grants of Plan-Based Awards (“GPBA”) table beginning on page 81.
(3) Mr. Brusadelli’s grants were forfeited in accordance with the Company’s grant agreements upon his separation. For additional information regarding his separation, see “Mr. Brusadelli’s Separation” section below.

 

Our 2023 annual equity grant date was the date of the regularly scheduled PCC meeting following the release of our annual financial results. The exercise price for all stock option grants equals $65.36, the closing price of our Common Stock on the grant date.

 

Performance Share Units (75%)

 

Overview

 

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

 

The PCC approves performance targets for a three-year performance cycle when it grants PSUs. At the end of the three-year performance cycle, the grants will only vest if the PCC certifies that Company results meet or exceed the predetermined performance thresholds. Vested PSUs are settled in shares of our Common Stock in the first quarter following the end of the performance cycle. Dividend equivalents accrue during the performance period and are paid in cash after the shares are issued based on the actual number of shares earned. After vesting, executives must hold net shares acquired for at least one year.

   
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2023-2025 Metrics and Weighting

 

The number of shares earned by an executive depends on the Company’s achievement of key financial measures and annualized TSR relative to the median of our Performance Peer Group. The table below describes the performance measures and weightings for the 2023-2025 PSUs and outlines how those measures align with our strategy. In selecting the metrics, the PCC seeks to incentivize behavior consistent with achieving our long-term growth objectives and to align the interests of our executives with the interests of our shareholders.

 

Measures(1)   Weighting   Alignment with Strategy
Organic Net Revenue Growth   25%   Incentivize growth over the long term; also a key objective of our growth-oriented strategy
Adjusted EPS Growth   25%   Overall measure of performance and primary driver of shareholder value creation and return on capital
Annualized Relative TSR   50%   Directly link awards to shareholder value creation and performance versus peers
(1) See definitions in Annex A.


Organic Net Revenue Growth is a metric for cash awards under our AIP and for share grants related to our PSUs. This metric is a fundamental driver of shareholder value, and we believe our executives should focus on it over both the short and long term. A one-year target (under the AIP) and a three-year target (for the PSUs) for Organic Net Revenue Growth create different, yet complementary, incentives for our employees. Organic Net Revenue Growth is also a key driver impacting our operational and financial performance and advancing our strategic plan.

 

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

 

Metric Achievement:   Below
Threshold
  Threshold   Target   Max
Shares Earned (as a percentage of target):   0%   50%   100%   200%

 

2023-2025 Targets and Target-Setting Process

 

For the 2023-2025 PSU grant, the target set for Annualized Relative TSR is the 55th percentile of the Performance Peer Group. The PCC sets our financial performance targets for Organic Net Revenue Growth and Adjusted EPS Growth based on annual average growth rates, while also taking into consideration our long-term strategic plan and external guidance.

 

Although we do not prospectively disclose specific financial performance targets, we do disclose them retrospectively, along with results, at the end of each performance cycle (see “2021-2023 Performance Cycle Results and Shares Earned” on page 72). Revealing specific targets prospectively would provide competitors and other third parties with insights into our confidential planning process and strategies and potentially harm us competitively. We design our financial performance targets to be challenging and there is no guarantee that any shares will be earned.

 

We provide directional guidance to assist shareholders in determining if our prospective performance targets are rigorous when evaluating our compensation programs. Below is the directional guidance for each metric in our 2023-2025 performance cycle.

 

Metrics(1)   Threshold   Target   Max  
Organic Net Revenue Growth   1.3pp below target   Greater than 4.5%   1.3pp above target  
Adjusted EPS Growth   1.6pp below target   Greater than 7%   2.5pp above target  
Annualized Relative TSR   25th percentile   55th percentile   90th percentile  
(1) See definitions in Annex A.
   
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The PCC uses different time periods to measure performance relative to each metric in the incentive plans:

 

Performance measures for the short-term incentive awards are set on an annual basis and are based on annual operating targets. 
Performance measures for PSUs are set at the beginning of the performance period and are based on cumulative three-year performance goals.

 

Earned PSUs vest and pay out (or are cancelled if not earned) following the end of the three-year performance period. The actual value realized by our NEOs with respect to these awards is based on achievement of performance goals and our stock price at the time of vesting.

 

2021-2023 Performance Cycle Results and Shares Earned

 

The following chart details:

 

The key financial measures, weightings and performance standards the PCC set in early 2021;
Our actual performance over the 2021-2023 performance cycle; and
The final business performance rating approved by the PCC at the conclusion of the 2021-2023 performance cycle.

 

The PCC did not apply any discretion to adjust the final business performance rating for the 2021-2023 performance cycle. Based on the Company’s three-year results, we achieved an above target performance rating of 200%. Actual results for the 2021-2023 performance cycle included:

 

                      2021-2023 Performance
Cycle Results
Key Performance Measures(1)   Weighting   Threshold   Target   Maximum     Actual   Payout
Percentage
Organic Net Revenue Growth   25%   2.2%   3.7%   4.9%     10.7%   200%
Adjusted EPS Growth   25%   6.0%   7.6%   10.1%     13.3%   200%
Annualized Relative TSR(2)   50%   25th percentile   55th percentile   90th percentile     100th percentile   200%
Final Business Performance Rating                         200%
(1) See definitions in Annex A.
(2) In determining our Annualized Relative TSR performance, we used our 2023 Performance Peer Group (see “Performance Peer Group” on page 76).

 

Based on target awards and the performance rating, the shares earned (before taxes) for each NEO for the 2021-2023 performance cycle were as follows:

 

Name Shares Earned
Mr. Van de Put 307,340
Mr. Zaramella 88,200
Mr. Gruber 64,140
Mr. Valle 42,760
Ms. Stein 48,120
Mr. Brusadelli(1) 52,942
(1) Under the terms of our annual PSU grant agreement, Mr. Brusadelli was eligible for retirement treatment prior to his termination. Thus, his 2021-2023 PSUs vested on a prorated basis based on actual performance in accordance with the Company’s grant agreement provisions for retirement-eligible individuals. For additional information regarding his separation, please see “Mr. Brusadelli’s Separation” section below.

 

Stock Options (25%)

 

Stock options vest ratably over three years and have a full term of ten years. The PCC believes options are an appropriate vehicle for long-term compensation because they are performance-based and emphasize growth. As with PSUs, NEOs must hold the net shares acquired upon exercising stock options for at least one year while also maintaining their stock ownership requirement.

   
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OTHER COMPENSATION ELEMENTS

 

Deferred Compensation

 

In 2023, our U.S.-based NEOs were eligible to participate in the Mondelēz Global LLC Executive Deferred Compensation Plan (“MEDCP”), a voluntary non-qualified deferred compensation plan. The MEDCP allows executives to defer, on a pre-tax basis, up to 50% of their salary and up to 100% of their award under the AIP. Participants may invest deferred amounts in one or more notional investment options.

 

The MEDCP is similar to plans provided to executives at many of the companies in our Compensation Survey Peer Group. The PCC believes the MEDCP aids in recruitment and assists executives in managing their future cash flow.

 

Limited Perquisites; No Executive-Only Welfare Plans or Tax Gross-Ups

 

The PCC believes offering certain limited perquisites is important for executive retention and recruitment. Our perquisites for NEOs, including car and financial planning allowances, are similar in scope and value to those offered by companies in our Compensation Survey Peer Group.

 

In addition, consistent with the findings of an independent, third-party security study, we require our CEO to use private (non-commercial) Company aircraft for both business and personal travel. This method of travel supports business continuity and personal safety while also increasing time available for business purposes, which is necessary since we do business in more than 150 countries.

 

Our NEOs generally participate in the same retirement, health and welfare plans broadly available to all salaried employees in the location where they are based. The footnotes to the SCT list the perquisites we provided to our NEOs in 2023. We do not provide our NEOs with tax gross-ups on executive-only perquisites or health and welfare benefits. Consistent with market practice, eligible employees may receive tax equalization payments, relocation reimbursements and expatriate benefits pursuant to our expatriate, global mobility, relocation and tax equalization policies because there is a business purpose to employees’ relocations. Such policies are designed to mitigate the inconvenience of an international assignment by covering expenses in excess of what the expatriate would have incurred if he or she had remained in his or her home country; they are also designed to ensure there is no undue tax burden on the employee due to business travel, relocation or an expatriate assignment.

 

RETIREMENT AND SEPARATION BENEFITS

 

Our U.S.-based NEOs are eligible for broad-based U.S. employee benefit plans on the same terms as U.S. salaried employees, including the Mondelēz Global LLC Thrift Plan (“Thrift Plan”).

 

We also provide an unfunded non-qualified plan, the Mondelēz Global LLC Supplemental Benefits Plan (“Supplemental Plan”), for eligible U.S. employees. The Supplemental Plan provides benefits that are not provided under the Thrift Plan because:

 

An employee’s compensation exceeds the tax-qualified plan compensation limit under Code Section 401(a)(17);
An employee elects to defer compensation under either the MEDCP or the Supplemental Plan; or
A participant’s Thrift Plan benefit exceeds the limits under Section 415 of the Code.

 

The PCC believes the Thrift Plan and the Supplemental Plan are integral pieces of our overall executive compensation program because they promote the retention of our executive leadership team over the long term. The PCC believes our NEOs should be able to defer the same percentage of their compensation and receive the same corresponding notional employer contributions as all other employees, without regard to the Code’s compensation limit applicable to tax-qualified plans or to whether the NEO has elected to defer compensation.

 

Mr. Gruber participates in the Company’s pension plan for Swiss employees on the same basis as other Swiss employees.

   
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Change in Control Severance Plan

 

In order to promote the retention of our executive leadership team in the event of a potentially disruptive corporate transaction, we maintain a Change in Control Plan for Key Executives (the “CIC Plan”). The CIC Plan is consistent with similar severance plans maintained by companies in our Compensation Survey Peer Group, including eligibility and severance benefit levels. We structure separation payments with two goals in mind: to make key executives, including our NEOs, available to facilitate a successful transition following a CIC and to provide a competitive level of severance protection if an executive is involuntarily terminated without cause or resigns for good reason within two years following a CIC (“double trigger”). In the event a payment under the CIC Plan or otherwise triggers an excise tax under Code Section 4999, the payment will be the greater of the full benefit or a reduced benefit that does not trigger the excise tax, as determined on an after-tax basis for each. We do not provide any tax gross-ups for taxes payable on CIC benefits.

 

We further describe the severance arrangements and other benefits provided under the CIC Plan (as well as the equity treatment upon certain separations in the event of a CIC) under “Potential Payments Upon Termination or Change in Control” on page 88.

 

Other Severance Agreements

 

Although we generally do not have individual severance or employment agreements with any of our NEOs, we typically provide separation benefits as consideration for a departing NEO entering into an agreement protecting our interests. The severance payments and other benefits provided to a typical NEO are described under “Potential Payments Upon Termination or Change in Control” on page 88.

 

Mr. Brusadelli’s Separation

 

Mr. Brusadelli served as an Italian expatriate on international assignment in Singapore and voluntarily resigned effective July 9, 2023, after over 30 years of service with the Company. Because his termination was voluntary, he was not eligible for and did not receive any severance payments and he forfeited all equity awards granted in 2023. Mr. Brusadelli was eligible for retirement treatment under the terms of our AIP and LTI grant agreements prior to his termination; thus, in 2023, he received prorated payouts of his 2023 AIP bonus (at target level) and 2021-2023 PSUs (based on actual performance), as reflected above, in accordance with the retirement terms of the applicable plan. Pursuant to Italian statutory requirements, he also received the “Trattamento di Fine Rapporto” payment, an end-of-employment payment which is legally required to be paid to each employee of Mondelēz Italia Services upon termination of their employment for any reason; it is calculated according to a legally set formula based on an employee’s salary. Mr. Brusadelli’s Trattamento di Fine Rapporto payment is reflected in his 2023 “All Other Compensation” amounts in the SCT. 

   
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COMPENSATION DETERMINATION PROCESS

 

PEER GROUPS

 

Role of Peer Groups

 

The PCC uses two different groups of peer companies: one to benchmark executive compensation, market practices and compensation design and one to assess relative performance.

 

Compensation Survey Peer Group

 

The PCC reviews compensation data from a comparator group of companies as one reference point when making compensation decisions for all executive pay, including CEO pay and when benchmarking compensation plan designs. Aon Hewitt (“Aon”) provides aggregate pay level benchmarking data for each NEO role and for all elements of compensation, including salary, target bonus, total target cash, LTI and total target pay. Then, at the request of the PCC, the Committee’s consultant, Semler Brossy, reviews and evaluates the Aon data. Separately, market data for the CEO is reviewed independently of the Aon data. Other factors considered in NEO compensation decisions include individual performance, responsibilities, leadership, years of experience, expertise, Company performance and long-term growth potential.

 

We routinely review the selection criteria and companies in our Compensation Survey Peer Group. In 2023, the PCC evaluated and approved maintaining the same Compensation Survey Peer Group as 2022. The following table shows our criteria for choosing the Compensation Survey Peer Group and how it is used.

 

How the Peer Group Was Chosen  2023 Compensation Survey Peer Group(1)  How We Use the Peer Group

  Comparable size (0.5x-2.5x) based on net revenue and market capitalization

  Considerable global presence with sales and operations outside the United States

  Primarily consumer facing

  Market-leading brands

  Incorporated in the United States

  Non-controlled company structure

 

 

  3M Company

  The Coca-Cola Company

  Colgate-Palmolive Company

  The Estee Lauder Companies Inc.(2)

  General Mills Inc.

  Johnson & Johnson

  Kellanova(3)

  The Kraft Heinz Company

  Kimberly-Clark Corporation

  McDonald’s Corporation

  Nike, Inc.

  PepsiCo, Inc.

  Philip Morris International, Inc.

  The Procter & Gamble Company

  Starbucks Corporation

 

  Benchmark total direct compensation (at target levels), including base salary and annual and LTI awards

  Evaluate share utilization by reviewing overhang and annual run rate

  Benchmark share ownership guidelines

  Assess the competitiveness of total direct compensation awarded to senior executives

  Compare pay-for-performance alignment

  Benchmark annual and LTI plan design

(1) Companies indicated in bold are represented in both the Compensation Survey and Performance Peer Groups.
(2) Excluded by the PCC when reviewing CEO compensation.
(3) In October 2023, the Kellogg Company was renamed Kellanova and completed the spin-off of its North American cereal business into a new standalone entity called WK Kellogg Co. External market data reviewed for 2023 reflected Kellogg Company compensation information prior to the spin-off.

 

To further validate our compensation levels, using data provided by the executive compensation consultant, the PCC retrospectively evaluates our pay-for-performance alignment versus our Compensation Survey Peer Group. The PCC believes that pay and performance are appropriately aligned.

   
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Performance Peer Group

 

We compare our financial and TSR performance against our Performance Peer Group, which allows us to link LTI compensation directly to the delivery of superior financial results relative to our consumer packaged goods peers. This group of companies is less relevant as a comparator for compensation levels for certain executive positions because of differences in company size, scope and complexity. However, we consider these companies direct competitors both for business and talent, so comparing our results with this peer group’s performance provides a valuable and relevant measure of our performance. We did not change our Performance Peer Group for 2023. The table below shows our criteria for choosing the Performance Peer Group and how it is used.

 

How the Peer Group Was Chosen   2023 Performance Peer Group(1)   How We Use the Peer Group

  Industry competitor

  Fast-moving consumer good companies and primarily focused on food and non-alcoholic beverages

 

  Campbell Soup Company

  The Coca-Cola Company

  Colgate-Palmolive Company

  Danone

  General Mills Inc.

  The Hershey Company

  Kellanova(2)

  The Kraft Heinz Company

  Nestlé S.A.

  PepsiCo, Inc.

  The Procter & Gamble Company

  Unilever PLC

    Compare annualized TSR to assess our results against the TSR performance measure for PSUs
(1) Companies indicated in bold are represented in both the Compensation Survey and Performance Peer Groups.
(2) In October 2023, the Kellogg Company was renamed Kellanova and completed the spin-off of its North American cereal business into a new standalone entity called WK Kellogg Co. TSR calculations for our Performance Peer Group reflect Kellanova’s performance following the spin-off effective date and Kellogg Company’s performance prior to the spin-off.

 

DECISION-MAKING PROCESS

 

Role of the PCC

The approach used to determine both CEO and NEO compensation is the same approach used in determining compensation for the broader employee population, including pay competitiveness and the use of performance-based metrics that reward exceptional financial performance. When determining CEO and NEO pay, the PCC also considers other factors that it regularly reviews, including shareholder feedback, the advisory vote on compensation, global pay fairness, performance and progress against the SPIs. The PCC understands that CEO pay should be reasonable relative to overall employee pay and is mindful of the pay grades and salary ranges of our employees when making compensation decisions.

 

The PCC reviews and discusses the CEO’s self-evaluation of his performance with the Board and makes preliminary recommendations about base salary and LTI compensation based on a consideration of all the factors mentioned above. The PCC then discusses the compensation recommendations with the Board before approving the final compensation decisions. The CEO is not present during PCC voting or deliberations regarding his own compensation.

 

Role of the Compensation Consultant

The PCC retains an independent compensation consultant to assist in evaluating executive compensation programs and advise the PCC regarding the amount and form of executive and director compensation and pay-for-performance alignment. Conferring with a consultant provides additional assurance that our executive and director compensation programs are reasonable, competitive and consistent with our objectives. The PCC directly engages the consultant under an engagement letter that the PCC reviews at least annually. Since August 2019, the PCC has engaged Semler Brossy as its independent compensation consultant.

   
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During 2023, Semler Brossy provided the PCC advice and services, including:

 

Regularly participating in PCC meetings, including executive sessions that exclude management;
Consulting with the PCC Chair and being available to consult with other committee members between meetings;
Advising on the composition of the Compensation Survey Peer Group and the Performance Peer Group;
Providing competitive peer group compensation data for executive positions and evaluating how the compensation we pay the NEOs relates both to the Company’s performance and to how peers compensate their executives;
Analyzing best practices and providing advice about design of the annual and LTI plans, including selecting performance metrics and ranges;
Updating the PCC on executive compensation trends, issues and regulatory developments;
Advising on our proxy statement and CD&A and supporting our efforts in shareholder outreach on the compensation program; and
Benchmarking, assessing and recommending non-employee director compensation.

 

For the year ended December 31, 2023, Semler Brossy provided no services to Mondelēz International other than consulting services to the PCC regarding executive and non-employee director compensation.

 

At least annually, the PCC reviews the current engagements and the objectivity and independence of the advice that Semler Brossy provides on executive and non-employee director compensation. In 2023, the PCC considered the six specific independence factors adopted by the SEC and Nasdaq and determined that Semler Brossy is independent and Semler Brossy’s work did not raise any conflicts of interest.

 

Role of the Chief Executive Officer

Each year the CEO makes compensation recommendations to the PCC for base salary, annual incentive and LTI compensation for the NEOs other than himself, taking into account pay competitiveness and both individual and Company performance. The PCC reviews and discusses these recommendations with the CEO but the PCC retains full discretion over the compensation of these employees. The PCC considers individual performance in the base salary and LTI recommendations made by the CEO. Based on each NEO’s contributions in specific areas, such as achievement of key strategic initiatives, operational efficiency, enterprise leadership, quality of financial results, leadership in a time of crisis and talent management, the CEO also provides the PCC with individual performance assessments and rating recommendations. The PCC considers the CEO’s analysis and direct knowledge of each NEO’s performance and contributions when determining the NEOs’ individual performance ratings and making final compensation decisions.

 

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

   
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COMPENSATION GOVERNANCE

 

HOW THE PCC MANAGES COMPENSATION-RELATED RISK

 

As it does each year, in 2023 the PCC 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:

 

Using both short-term and long-term performance-based compensation, so executives do not focus solely on short-term performance;
Weighting executive compensation heavily toward LTI to encourage sustainable shareholder value and accountability for long-term results;
Using multiple relevant performance measures in our incentive plan designs, so executives do not place undue importance on one measure, which could distort the results that we want to incent;
Weighting both business performance and SPIs in our AIP, so executives do not have too narrow a focus;
Capping the amount of incentives that may be awarded or granted;
Retaining discretion to reduce incentive awards based on unforeseen or unintended consequences and claw back compensation upon certain financial restatements or significant misconduct that could damage the reputation of the Company;
Requiring our top executives to hold a significant amount of their compensation in Common Stock and prohibiting them from hedging, pledging or engaging in short sales of their Common Stock;
Minimizing use of employment contracts;
Not backdating or re-pricing option grants; and
Not paying severance benefits on change in control events unless the affected executive is first involuntarily terminated without cause or terminates due to good reason.

 

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 PCC 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 PCC 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 PCC’s risk analysis and agreed with this conclusion.

   
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STOCK OWNERSHIP

 

To further align NEO and shareholder interests, the PCC requires all executives to hold a significant amount of Common Stock. The following chart summarizes our requirements, which are comparable to, or greater than, stock ownership requirements at the majority of companies in our Compensation Survey Peer Group.

 

Key Provisions   Explanation of Key Provisions
Ownership expectation  

  CEO: 8 times salary

  Other NEOs: 4 times salary

Time to meet expectation     5 years from employment date or 3 years following a promotion
Shares counted toward
ownership
 

  Common Stock, including shares owned outright, direct purchase plan shares, unvested DSUs and accounts over which the executive has direct or indirect ownership or control

  Excludes unexercised Mondelēz International stock options and unvested PSUs

Additional Holding
Requirements
 

  Until a NEO satisfies our stock ownership requirements, the NEO must hold 100% of all shares acquired under our equity program (including stock after the restrictions have lapsed, shares acquired upon exercise of a stock option and shares awarded for PSUs), net of shares withheld for taxes or payment of exercise price

  Once a NEO satisfies our stock ownership requirements, the NEO must hold 100% of new shares acquired under our equity program (including stock after the restrictions have lapsed, shares awarded for vested DSUs, shares acquired upon exercise of a stock option and shares awarded for PSUs), net of shares withheld for taxes or payment of exercise price, for at least one additional year

 

The PCC monitors our executives’ compliance with these requirements. As of March 13, 2024, all NEOs (other than Mr. Brusadelli who has terminated employment) have satisfied, exceeded or were on track to meet their stock ownership requirements and adhered to the holding requirements.

 

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

 

The PCC 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 EPS metric we use in our LTI program, like our external targets, accounts for our capital allocation plans for the year, including expected share repurchases. The PCC recognizes there are differing views among investors regarding whether share repurchases should be factored into EPS targets in executive compensation programs but believes our robust governance and compensation practices mitigate the risk that an executive would act imprudently. Specifically,

 

The PCC establishes the performance metrics and targets for both the annual and LTI programs;
The Board oversees our capital allocation process and reviews a budget each year for capital deployment, including share repurchases, with the goal of balancing investment in growth and returning cash to shareholders (as demonstrated through our historical investments in capital expenditures and research and development);
The PCC designs the LTI program with a mix of performance metrics such that even if executives were able to deploy an excessive amount of cash towards share repurchases to maximize EPS, there would be offsetting impact on other performance metrics, with no clear visibility towards increasing payouts; and
The most heavily weighted metric in the LTI program is relative TSR and not EPS. EPS is only one of three measures with relative TSR being the most significant (50% weighting).

 

CLAWBACK POLICIES

 

We maintain two clawback policies: (i) the Dodd-Frank Clawback Policy, which provides for the recoupment of certain compensation as required by Rule 10D-1 under the Securities Exchange Act of 1934 and associated Nasdaq listing standards (collectively, “Rule 10D-1”), and (ii) the Compensation Recoupment Policy, which allows the PCC discretion to recoup certain compensation for situations outside the scope of, or in addition to the amounts recoverable under, the Dodd-Frank Clawback Policy.

   
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Under our Dodd-Frank Clawback Policy, in the event we are required to prepare certain accounting restatements of our financial statements, we will recover, on a reasonably prompt basis, the amount of any incentive-based compensation received by a covered executive during the three completed fiscal years prior to the date we are required to prepare the restatement that exceeds the amount that otherwise would have been received by the covered executive had it been determined based on the restated financial statements.

 

Under our Compensation Recoupment Policy, the PCC may determine the extent to which the Company should recoup the incentive-based compensation of any covered executive officer whose act or omission necessitated a restatement or who participated in significant misconduct. The PCC, in its discretion, may then take the actions it deems necessary or appropriate to recoup incentive-based compensation and address the events that gave rise to the restatement or misconduct and to prevent a recurrence. For the avoidance of doubt, recoupment under the Compensation Recoupment Policy would be in addition to, and not in lieu of, any mandatory recovery of compensation under the Dodd-Frank Clawback Policy.

 

We may recoup incentive-based compensation under our clawback policies using the methods the PCC deems appropriate, which may include, to the extent permitted by applicable law:

 

Requiring a covered executive to repay some or all of the incentive compensation granted or paid, including annual incentive bonuses and LTI grants;
Requiring a covered executive to repay any gains realized on the exercise of stock options or on the open-market sale of vested shares;
Canceling some, or all, of a covered executive’s restricted stock, DSUs, PSUs, outstanding stock options, or other equity awards; and/or
Adjusting a covered executive’s future compensation.

 

In the event of any overlap, our Dodd-Frank Clawback Policy will provide the minimum amount we will recoup from a covered executive and the PCC may, in its discretion, recoup additional amounts, if appropriate, under our Compensation Recoupment Policy.

 

TRADING RESTRICTIONS, ANTI-HEDGING AND ANTI-PLEDGING POLICY

 

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

 

In addition, our insider trading policy allows Section 16 officers to trade Company securities only during open window periods and, among other requirements, only after they have pre-cleared transactions with the Corporate Secretary and prohibits our directors, executive officers and certain additional executives from holding Mondelēz International securities in a margin account or pledging Mondelēz International securities as collateral for a loan.

   
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EXECUTIVE COMPENSATION TABLES

 

  

2023 SUMMARY COMPENSATION TABLE

 

Name and Principal
Position
   Year  Salary(1)
($)
  Stock
Awards(2)
($)
  Option
Awards(3)
($)
  Non-Equity
Incentive Plan
Compensation
Annual
Incentive
Awards(4)
($)
  Change in
Pension
Value(5)
($)
  All Other
Compensation(6)
($)
  Total
Compensation
($)
Van de Put, Dirk
Chair & CEO
   2023  1,550,000  10,625,963  3,501,056  4,417,500    923,656  21,018,175
    2022  1,537,671  8,613,541  2,607,905  4,446,950    719,609  17,925,677
    2021  1,487,670  9,120,315  2,320,357  2,525,250    674,728  16,128,320
Zaramella, Luca
EVP & Chief Financial Officer
   2023  932,500  3,935,694  1,296,743  1,567,500    242,445  7,974,882
    2022  872,603  2,871,387  869,302  1,461,680    178,200  6,253,171
    2021  843,836  2,617,335  665,910  773,500    384,330  5,284,911
Gruber, Vinzenz(1)
EVP & President, Europe
   2023  834,670  3,148,281  1,037,340  1,115,920  2,606,772  20,643  8,763,626
    2022  790,555  2,010,156  608,534  478,449    17,406  3,905,100
    2021  776,559  1,903,355  484,257  691,914    17,564  3,873,649
Valle, Gustavo
EVP & President,
North America
   2023  742,500  1,810,776  596,504  1,132,500    184,134  4,466,414
    2022  702,740  1,507,772  456,456  1,038,003    164,272  3,869,243
                          
Stein, Laura
EVP, Corporate & Legal Affairs, General Counsel & Corporate Secretary
   2023  772,500  1,495,948