DEF 14A 1 lmdlz2021_def14a.htm MONDELEZ INTERNATIONAL, INC. - DEF 14A Mondelz-2021ProxyStatement

UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 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 Pursuant to § 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 the appropriate box):
No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
  (1)    Title of each class of securities to which transaction applies:
  (2)    Aggregate number of securities to which transaction applies:
  (3)    Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
  (4)    Proposed maximum aggregate value of transaction:
  (5)    Total fee paid:
Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
  (1)    Amount Previously Paid:
  (2)    Form, Schedule or Registration Statement No.:
  (3)    Filing Party:
  (4)    Date Filed:
     
 

 

AT-A-GLANCE

 

2020 Overview

2020 Key Developments

 

2020 was a successful year for Mondelēz International despite the global pandemic. We prioritized the safety and health of our colleagues, supported our communities and maintained business continuity. We continued to make progress on our strategic agenda, met our financial targets and set up our brands for continued sustainable growth in 2021 and beyond.

~$28 MLN

Cash and in-kind donations made
by Mondelēz International to support
COVID-19 causes

 
 

 

Some of our Brands

 

9 global brands (43% of total revenue)

60+ local jewels (49% of total revenue), including:

 

 

LETTER FROM OUR CHAIRMAN
AND CHIEF EXECUTIVE OFFICER

 

April 7, 2021

 

Dear Fellow Shareholders,

To call 2020 an unprecedented year hardly does justice to the challenges, losses and difficulties experienced by many people, and the exceptional resilience, dedication and hard work shown by all as we sought to emerge stronger from the pandemic as a society and as a company.

I am truly humbled by the way in which colleagues across Mondelēz International responded to the disruption and unpredictability caused by COVID-19, going above and beyond expectations to keep colleagues safe, maintain supply chain continuity and support our communities in times of need.

To the credit of our dedicated teams and their agility, we ended 2020 with strong results and continued progress against the implementation of our strategy and our Snacking Made Right agenda. Despite shifts in consumer behavior, we emerged stronger from the pandemic with record market share thanks to our excellence in execution and the appeal of our much-loved brands, like Oreo, Cadbury and LU. In doing so, we created significant momentum for the year ahead.

We enter 2021 in an even stronger position, delivering on our strategy, pursuing opportunities for expansion, and with a clear focus on continuing to create value for our shareholders through our plans for sustainable growth in the attractive snacking space.

The launch of our strategy in 2018 marked a turning point for our company, and since then we’ve made significant progress against our priorities:

We have driven consumer-centric growth by investing in our capabilities and our brands;

We have been resolutely focused on executing with excellence and winning in the market; and

We have empowered our people with a simpler, more local-first organization.

We are continuing to deliver against our long-term financial targets. Over the past three years, we have accelerated revenue growth, delivered gross profit growth in excess of revenue growth and achieved double-digit shareholder returns.

At the same time, we have been able to significantly step up our investments in marketing, driving a considerable improvement in our market share performance. In 2020, we achieved record share gains as a company, with 80% of our revenue base holding or growing market share,(1) up from 50% historically.

Thanks to the strength of our global and local brands, we have emerged as clear winners in the vast majority of the markets in which we operate. Together with the decisive action we took to increase liquidity, simplify our portfolio and reduce overheads, this market strength positions us well to continue to deliver on our financial target of 3%+ Organic Net Revenue growth in 2021 and beyond.


 


 

(1)

Share performance based on available Nielsen Global Data as of January 15, 2021 for measured channels in key markets where the company competes. Share performance defined as percentage of revenues with share either gaining or holding versus the same prior year period.

 

2021 PROXY STATEMENT | 1

 

Alongside our financial commitments, we remain fully focused on living our Purpose and delivering on our environmental, social and governance (“ESG”) agenda, particularly at a time when there are opportunities for companies to exert an even more positive influence on society and the planet through their actions and scale.

Led by our local teams, we stepped up in 2020 to support the communities in which we operate with approximately $28 million in product and cash donations that went towards addressing the most acute needs and other COVID-19-related impacts.

During the pandemic, I am proud to say we not only maintained our strong progress against ambitious sustainability goals, but also accelerated our agenda in key areas such as packaging, where, in addition to our previously communicated goal to achieve 100% recyclability by 2025, we are now committing to reducing virgin plastic use in our rigid plastic packaging by at least 25% over the same timeframe.

Similarly, we built on our long-standing commitment to promoting diversity and inclusion in our business by launching a new multi-year program of action that includes the appointment of a Chief Global Diversity & Inclusion Officer, a material increase in Black management representation in the United States, and a commitment to spend $1 billion annually with women- and minority-owned businesses by 2024.

Finally, at Mondelēz International, we’ve always been focused on driving and measuring the impact of our actions, as well as actively seeking partnerships and collaborations to help scale our efforts. To help us increase our impact, we’re developing Sustainable Futures, an investment fund that will help us partner with others on climate and social projects around the world.

None of this would be possible without a highly engaged and motivated workforce, committed to driving our collective financial and organizational goals. Over the past three years, the changes we have made have increased local accountability, created a sharper winning spirit and a stronger mindset of agility across our business. In a global survey of our colleagues last year, we improved scores across all of our key measures, including employee pride and happiness, as well as colleagues’ willingness to recommend Mondelēz International as a great place to work.

With these strong foundations and the progress we’re making against our plans, the prospects for sustainable growth and value-creation for shareholders, customers, consumers and colleagues are sizable and clear. I believe that our unique portfolio of our brands, coupled with our broad geographic footprint and dedicated and motivated teams, create a powerful platform for future expansion.

We responded to the challenges presented by COVID-19 with determination and agility, taking decisive actions to prepare our business to emerge stronger, and this positions us well to continue delivering on our targets in 2021 and beyond. We look forward to engaging with you in the months ahead as we share more details on the progress we have made with our financial goals and ESG agenda.

On behalf of the Mondelēz International team, I would like to thank you for your investment.

Best wishes,

 

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

 

2021 PROXY STATEMENT | 2

 

LETTER FROM OUR
LEAD DIRECTOR

 

April 7, 2021

 

Dear Fellow Shareholders,

In my first annual letter to you as Lead Director, I welcome this opportunity to share highlights of our work in 2020 to continue to further reinforce our strong governance culture while advancing our commitment to diversity and inclusion at Mondelēz International and on the Board of Directors.

Working in close partnership with Chairman and CEO Dirk Van de Put and the broader executive team, the Board of Directors continued to exercise its independent role in overseeing the execution and refinement of the company’s strategy, as well as in its response to and management of the COVID-19 pandemic as it impacted colleagues and operations across the world.

Following a very successful 2020, the Board looks forward to continuing to work closely with Dirk and the broader organization to deliver on our long-term financial goals and our commitments and strategies on environmental and social sustainability, as well as corporate governance.

The Board remains focused on the goal of protecting and enhancing the company’s human capital, while helping to create a winning growth culture that enables Mondelēz International to continue to succeed in the future. While the pandemic limited our ability to meet in person with colleagues across the business during most of the year, the Board was very pleased to see how engaged, motivated and inspired colleagues remained around the globe despite the challenges of lockdowns.

A diverse and inclusive working environment is not only a reflection of our values, but also a key driver of sustainable future growth and a priority for the Board of Directors. To build on the company’s significant progress in diversity, equity and inclusion over the last several years, the Board has established the practice of full Board reviews twice per year of the company’s approach and response to diversity, equity and inclusion commitments and initiatives across the organization. In addition, the Board joined other international organizations as a signatory of the Board Diversity Action Alliance, which seeks to increase the number of racially and ethnically diverse leaders on the boards of corporations, beginning with Black directors.

Our own diverse backgrounds and experience in global companies allow us to provide effective oversight and decision-making support in areas such as marketing, operations, supply chain, finance, investments, strategic planning, digital and innovation, as well as in human capital management and people development. During 2020, we continued to broaden the experience and composition of our Board with the addition of a new director, Michael A. Todman, who brought deep expertise in manufacturing and marketing and a fresh perspective to our Board.

For 2021, we are re-nominating eleven of our existing directors and adding a new nominee, Jane Hamilton Nielsen, Chief Operating Officer and Chief Financial Officer of Ralph Lauren Corporation. Ms. Nielsen will bring to the Board a wealth of expertise in global finance, business development and operational strategy. One current director, Debra A. Crew, is not standing for re-election this year, and the


 

 

2021 PROXY STATEMENT | 3

Board joins me in thanking Debra for her many contributions and service to Mondelēz International during her time on the Board. Overall, our director nominees include three women, and represent ages ranging from 56 to 78 years, several national origins, and a myriad of professional and life experiences. As Mondelēz International continues to execute its strategy the Board is well-equipped to create long-term value for our shareholders.

On behalf of the Mondelēz International Board of Directors, I would like to thank you for your investment in our company and your support for our continued efforts to create value for our shareholders. Please see this proxy statement and visit our website at www.mondelezinternational.com to learn more about the Board, as well as our corporate governance approach, our policies and our active role in overseeing ESG matters.

When you buy shares in Mondelēz International, you are placing your trust in the Board of Directors. We value your investment and we are committed to meeting your expectations. Please consider the proxy statement and annual report in full; we recommend that you vote in accordance with our recommendations in order to secure the long-term growth and success of the company.

Sincerely,

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

 

2021 PROXY STATEMENT | 4

 

NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS

 

TIME AND DATE

9:00 a.m. CDT on May 19, 2021

Venue
Virtual Annual Meeting
www.virtualshareholdermeeting.com/MDLZ2021

Record Date
March 12, 2021

 

ITEMS OF BUSINESS:

1.

To elect as directors the 12 director nominees named in the Proxy Statement;

2.

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

3.

To ratify the selection of PricewaterhouseCoopers LLP as the independent registered public accountants for the fiscal year ending December 31, 2021;

4.

To vote on one shareholder proposal if properly presented at the meeting; and

5.

To transact any other business properly presented at the meeting.

 

FORMAT OF THE ANNUAL MEETING OF SHAREHOLDERS:

Due to the continued public health concerns about in-person gatherings related to COVID-19, the Board of Directors has determined that this year we will hold a virtual Annual Meeting of Shareholders conducted via webcast in order to support the health and well-being of our shareholders and other participants. We have designed the format of the Annual Meeting so that shareholders have the same rights and opportunities as they would have at a physical meeting. Shareholders will be able to submit questions during the meeting using online tools, providing our shareholders with the opportunity for meaningful engagement with the Company.

Access to the Webcast of the Annual Meeting: The webcast of the Annual Meeting will begin at 9:00 a.m. CDT on May 19, 2021. Online access to the webcast will open 30 minutes prior to the start of the Annual Meeting to allow time for you to log in and test your device’s system. A recording of the Annual Meeting will be available following the meeting in the investor section of our website at www.mondelezinternational.com.

Log-In Instructions: To attend the Annual Meeting, you will need to log in to www.virtualshareholdermeeting.com/MDLZ2021 using the 16-digit control number shown on your Notice of Internet Availability of Proxy Materials, proxy card or voting instruction form (“VIF”).

Submitting Questions at the Annual Meeting: An online portal is available to shareholders at www.proxyvote.com where you can view and download our proxy materials and our Annual Report on Form 10-K for the year ended December 31, 2020, and vote your shares. On the day of, and during, the Annual Meeting, you can view our agenda and meeting procedures and submit questions on www.virtualshareholdermeeting.com/MDLZ2021. Shareholders must have their 16-digit control number to submit questions. Shareholders will have an opportunity to raise questions about the items of business for the meeting. In addition, after the business portion of the Annual Meeting concludes and the meeting is adjourned, shareholders will have another opportunity to raise questions of a more general nature. We intend to answer during the Annual Meeting all questions submitted that are pertinent to the Company and the items being voted on by shareholders, as time permits and in accordance with our meeting procedures. Answers to questions raised that we were unable to answer during the Annual Meeting will be posted following the meeting on the investor relations section of our website. Questions and answers will be grouped by topic, and substantially similar questions will be answered only once. To promote fairness, efficiently use the Company’s resources and address all shareholder questions, we will respond to no more than three questions from any single shareholder.

 

2021 PROXY STATEMENT | 5

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

WHO MAY VOTE:

Shareholders of record of Class A Common Stock at the close of business on March 12, 2021.

DATE OF DISTRIBUTION:

On or about April 7, 2021, we distributed the Notice of Internet Availability of Proxy Materials and made available the Proxy Statement, Proxy Card and Annual Report on Form 10-K for the year ended December 31, 2020 online at http://materials.proxyvote.com/609207.

On or about April 7, 2021, we expect to mail the Proxy Statement, Proxy Card and Annual Report on Form 10-K for the year ended December 31, 2020, to shareholders who previously elected to receive a paper copy of the proxy materials.

 

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

 

Ellen M. Smith
Senior Vice President & Chief Counsel, Chief Compliance Officer and Corporate Secretary
April 7, 2021

 

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 19, 2021

Mondelēz International, Inc.’s Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2020, are available at http://materials.proxyvote.com/609207.

HOW TO VOTE

VIA THE
INTERNET

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

WITH YOUR MOBILE DEVICE

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

BY TELEPHONE

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

BY MAIL

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

Even if you plan to attend the Annual Meeting online, please vote in advance of the meeting using one of the following voting methods (see Question 12 on page 102 for additional details).

If you are voting via the Internet, with your mobile phone or by telephone, be sure to have your proxy card or VIF in hand and follow the instructions. You can vote any of four ways:

 

FORWARD-LOOKING STATEMENTS

This proxy statement contains a number of forward-looking statements. Words, and variations of words, such as “will,” “expect,” “may,” “believe,” “plan,” “intend,” “deliver,” “target,” “commitment” and similar expressions are intended to identify our forward-looking statements. Please see our risk factors, as they may be amended from time to time, set forth in our filings with the U.S. Securities and Exchange Commission, including our most recently filed Annual Report on Form 10-K. Mondelēz International disclaims and does not undertake any obligation to update or revise any forward-looking statement in this proxy statement, except as required by applicable law or regulation.

 

2021 PROXY STATEMENT | 6

 

TABLE OF CONTENTS

 

LETTER FROM OUR CHAIRMAN AND CHIEF EXECUTIVE OFFICER

1

LETTER FROM OUR LEAD DIRECTOR

3

NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS

5

PROXY STATEMENT SUMMARY

8

2021 Annual Meeting of Shareholders

8

How to Vote in Advance of the Meeting

8

Items of Business

8

About Mondelēz International

9

Director Nominees

9

Our Governance Framework

11

COVID-19 and Other Challenges in 2020

12

Executive Compensation

13

ITEM 1. ELECTION OF DIRECTORS

15

How We Build an Experienced and Qualified Board

15

Shareholder Recommendations for Director Candidates

18

Shareholders Elect Directors Annually

19

Director Nominees for Election at the Annual Meeting

19

CORPORATE GOVERNANCE

26

Governance Guidelines

26

Director Onboarding and Education

27

Board Leadership Structure

28

Director Independence

30

Board Oversight of Strategy

31

Board Oversight of Risk Management

31

Board Oversight of Human Capital Management and Corporate Culture

33

Meeting Attendance

34

Codes of Conduct

34

Where to Find More Information

35

Review of Transactions with Related Persons

35

Anti-Hedging Policy

36

Shareholder Outreach and Communications with the Board

36

BOARD COMMITTEES AND MEMBERSHIP

37

Committee Membership

37

Audit Committee

38

Finance Committee

41

Governance, Membership and Public Affairs Committee

42

Human Resources and Compensation Committee

43

OUR APPROACH TO ENVIRONMENTAL AND SOCIAL ISSUES

47

Board Oversight of ESG

48

2025 Goals

48

United Nations Sustainable Development Goals

48

2020 Environmental and Social Achievements

49

ESG Reporting

49

COMPENSATION OF NON-EMPLOYEE DIRECTORS

50

COMPENSATION DISCUSSION AND ANALYSIS

53

Executive Summary

53

Detailed Program Discussion

58

Compensation Governance

73

EXECUTIVE COMPENSATION TABLES

75

2020 Summary Compensation Table

75

2020 Grants of Plan-Based Awards

77

2020 Outstanding Equity Awards at Fiscal Year-End

78

2020 Options Exercised and Stock Vested

80

2020 Pension Benefits

80

Retirement Benefit Plan Description

81

2020 Non-Qualified Deferred Compensation Benefits

81

Potential Payments Upon Termination or Change in Control

83

HUMAN RESOURCES AND COMPENSATION COMMITTEE REPORT FOR THE YEAR ENDED DECEMBER 31, 2020

88

CEO PAY RATIO

89

OWNERSHIP OF EQUITY SECURITIES

90

ITEM 2. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

92

ITEM 3. RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR FISCAL YEAR 2021

93

Review of Independent Registered Public Accountants

93

Selection of Independent Registered Public Accountants

94

SHAREHOLDER PROPOSALS

95

ITEM 4. SHAREHOLDER PROPOSAL

96

Consider Employee Pay in Setting Chief Executive Officer Pay

96

OTHER MATTERS THAT MAY BE PRESENTED AT THE ANNUAL MEETING

98

FREQUENTLY ASKED QUESTIONS ABOUT THE ANNUAL MEETING AND VOTING

99

2022 ANNUAL MEETING OF SHAREHOLDERS

106

Shareholder Nominations and Proposals for the 2022 Annual Meeting

106

ANNEX A: FINANCIAL MEASURES DEFINITIONS

A-1

GAAP to Non-GAAP Reconciliations

A-4

Financial Targets

A-6

 

2021 PROXY STATEMENT | 7

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 2020 performance, please see our Annual Report on Form 10-K for the year ended December 31, 2020 (the “2020 Form 10-K”). Throughout this Proxy Statement, “we,” “us,” “our,” the “Company” and “Mondelēz International” refer to Mondelēz International, Inc.

9:00 a.m. CDT on Wednesday, May 19, 2021

Due to the continued public health concerns about in-person gatherings related to COVID-19, the 2021 Annual Meeting of Shareholders (the “Annual Meeting”) will be a virtual meeting of shareholders.

Record Date March 12, 2021

Each outstanding share of Class A Common Stock (“Common Stock”) is entitled to one vote on each matter to be voted upon at the Annual Meeting.

Shareholders may attend, vote and submit questions by visiting www.virtualshareholdermeeting.com/
MDLZ2021 and using the 16-digit control
number shown on your Notice of Internet Availability of Proxy Materials, proxy card or voting instruction form (“VIF”).

 

Even if you plan to attend the Annual Meeting, please vote in advance of the meeting using one of the following voting methods (see Question 12 on page 102 for additional details). If you are voting via the Internet, with your mobile phone or by telephone, be sure to have your proxy card or VIF in hand and follow the instructions. You can vote in advance of the meeting any of four ways:

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

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

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

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

 

Items of Business

 

Item

Voting Choices

Board’s Voting

Recommendation

More

Information

Company Proposals:

Item 1.

Election of 12 director nominees

With respect to each nominee:

For

Against

Abstain

FOR

All Nominees

Page 15

Item 2.

Advisory vote to approve executive compensation

For

Against

Abstain

FOR

Page 92

Item 3.

Ratification of the selection of PricewaterhouseCoopers LLP as independent registered public accountants for the fiscal year ending December 31, 2021

For

Against

Abstain

FOR

Page 93

Shareholder Proposal:

Item 4.

Consider employee pay in setting Chief Executive Officer pay

For

Against

Abstain

AGAINST

Page 96

Transact any other business that properly comes before the meeting.

 

2021 PROXY STATEMENT | 8

Back to Contents

Mondelēz International empowers people to snack right around the world. With global net revenues of $26.6 billion in 2020, we are leading the future of snacking with iconic global and local brands such as Oreo, belVita and LU biscuits; Cadbury Dairy Milk, Milka and Toblerone chocolate; Sour Patch Kids candy and Trident gum. Our mission is to provide the right snack, for the right moment, made the right way.

 

ELECTION OF DIRECTORS – NOMINEES

The Governance, Membership and Public Affairs Committee (the “Governance Committee”) recommended and the Board of Directors (the “Board”) nominated each of the 11 incumbent directors listed here as well as one new director nominee: Jane Hamilton Nielsen, Chief Operating Officer and Chief Financial Officer of Ralph Lauren Corporation. Ms. Nielsen will bring to the Board a wealth of expertise pertaining to global finance, business development and operational strategy. Debra A. Crew, a current member of our Board, is not standing for re-election at the Annual Meeting. The terms of all director nominees elected at the Annual Meeting will end at the 2022 Annual Meeting of Shareholders or when a director’s successor has been duly elected and qualified. Additional information about the director nominees is provided under “Director Nominees for Election at the Annual Meeting” on page 19

 

2021 PROXY STATEMENT | 9

Back to Contents

Our Director Nominees at a Glance

Lewis W.K. Booth

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

Age: 72

Director since 2012

White/Male

INDEPENDENT

Charles E. Bunch

Retired Executive Chairman,
PPG Industries, Inc.

Age: 71

Director since 2016

White/Male

INDEPENDENT

Lois D. Juliber

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

Age: 72

Director since 2007

White/Female

INDEPENDENT

Peter W. May

President and a Founding Partner,
Trian Fund Management, L.P.

Age: 78

Director since 2018

White/Male

INDEPENDENT

Jorge S. Mesquita

Former Executive Vice President and
Worldwide Chairman, Consumer,
Johnson & Johnson

Age: 59

Director since 2012

White/Male

INDEPENDENT

Jane Hamilton Nielsen

Chief Operating Officer and
Chief Financial Officer,
Ralph Lauren Corporation

Age: 56

Director Nominee

White/Female

INDEPENDENT

Fredric G. Reynolds

Former Executive Vice President
and Chief Financial Officer,
CBS Corporation

Age: 70

Director since 2007

White/Male

INDEPENDENT

Christiana S. Shi

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

Age: 61

Director since 2016

White/Female

INDEPENDENT

Patrick T. Siewert

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

Age: 65

Director since 2012

White/Male

INDEPENDENT

Michael A. Todman

Former Vice Chairman,
Whirlpool Corporation

Age: 63

Director since 2020

Black/Male

INDEPENDENT

Jean-François M. L. van Boxmeer

Chairman of the Board,

Vodafone Group Plc

Former Chairman of the Executive Board and
Chief Executive Officer, Heineken N.V.

Age: 59

Director since 2010

Lead Director since 2020

White/Male

INDEPENDENT

Dirk Van de Put

Chairman and
Chief Executive Officer,
Mondelēz International, Inc.

Age: 60

Director since 2017

White/Male

Debra A. Crew, a current member of our Board, is not standing for re-election at the Annual Meeting.

We Value the Diversity of our Director Nominees

 

2021 PROXY STATEMENT | 10

Back to Contents

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

Our governance practices and policies enhance the effectiveness and accountability of our Board and promote the Company’s long-term success. Key aspects of our corporate governance framework are highlighted below. You can find additional detail under “Corporate Governance” beginning on page 26, “Compensation Governance” on page 73 and “2022 Annual Meeting of Shareholders” on page 106.

Key practice or policy

Benefits

Lead Director. Independent Lead Director has substantive responsibilities, which include:

engages in planning and approval of meeting schedules/agendas;

presides over frequent executive sessions of independent directors; and

consults with major shareholders.

A highly effective and engaged Lead Director:

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

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

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

Majority Independent Board. At least 80% of the directors shall meet the Nasdaq listing standards’ independence requirements. Eleven of our twelve director nominees are independent.

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

Annual Elections. Shareholders elect directors annually by majority vote.

Strengthens Board, committee and individual director accountability.

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

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

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

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

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

Promotes continuous process improvement at the Board and committee levels.

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

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

Term limits and retirement policies promote ongoing evolution and refreshment.

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

Average tenure for non-employee directors is approximately seven 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. Distribution of actual shares occurs six months after the director ends his or her service as a director.

Aligns directors’ and shareholders’ long-term interests.

Many directors exceed the minimum requirement.

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

Following our 2020 Annual Meeting of Shareholders, we reached out to shareholders representing 47% of our outstanding shares and had conversations with 25 different shareholders, representing approximately 37% of our outstanding shares. The Lead Director and three other directors led meetings with investors representing 20% of outstanding shares.

 

2021 PROXY STATEMENT | 11

Back to Contents

Key practice or policy

Benefits

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

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

2020 brought significant challenges to the Company, including the COVID-19 pandemic and social unrest, which affected our employees, customers, communities and shareholders. In the face of these challenges, we acted swiftly to prioritize all of our stakeholders as we continued to execute against our strategic priorities. In a difficult year, we drove record market share gains thanks to the strength of our brands and strong execution.

Following the regular March 2020 meeting, the Board began meeting more frequently to provide oversight of the Company’s approach and response to COVID-19 and the impact to the safety and well-being of our employees. By October 2020, remote working and social distancing protocols had normalized, and the Board returned to its regular meeting schedule while still receiving frequent updates from management.

Over the past year, we have taken a number of actions to support the health and safety of our employees, customers and communities, and to position ourselves to emerge stronger from the pandemic. Some of these actions include:

Enhanced safety protocols for our employees. Employees have been working remotely whenever possible. For those employees unable to work remotely, we adopted a number of heightened protocols, consistent with those prescribed by the U.S. Centers for Disease Control and Prevention. We implemented social distancing (including staggering lunchtimes and shifts where possible, restricting in-person gatherings and non-essential travel), and enhanced hygiene protocols and workplace sanitation.

Enhanced resources for our employees. We implemented new policies regarding employee pay, leave and benefits for those directly affected by COVID-19, including providing two additional weeks of 100% paid leave in some countries, flexible work arrangements, access to no-cost COVID-19 testing, and increased free mental and behavioral health resources. At a local level, we also provided additional flexibility and support, such as premium pay from mid-March through the beginning of May to employees in our U.S. manufacturing facilities, distribution and logistics operations, and sales organization.

Hired frontline employees. In the U.S. and other locations, we hired additional frontline employees to meet increased marketplace demand and promote uninterrupted functioning of our manufacturing, distribution and sales network.

Supported our communities. Donated approximately $28 million in financial and in-kind support (surpassing our initial commitment of $15 million) to community partners advancing critical food stability and emergency relief efforts across the world.

Strengthened our commitment to diversity and inclusion. We reinforced our commitment to create and sustain a workplace that reflects the diversity of consumers and aims to attract, develop and nurture diverse talent. We recently expanded our focus on racial equality with commitments to: a) double U.S. Black representation in management by 2024; b) spend $1 billion annually with minority- and women-owned businesses by 2024; and c) the May 2021 publication of our consolidated EEO-1 statement, which includes the racial and gender diversity of our U.S. employees. For 2021, we also enhanced the strategic key progress indicators (“KPIs”) in the annual incentive plan (“AIP”) for our executives to include a goal to double U.S. Black representation in management by 2024.

Continued to execute on our strategic priorities and targets despite the pandemic. As described in more detail in our Compensation Discussion and Analysis (“CD&A”), we did not make any adjustments to our financial or strategic targets in 2020 to account for the impacts of COVID-19.

 

2021 PROXY STATEMENT | 12

Back to Contents

OVERVIEW OF PAY ELEMENTS AND THEIR ALIGNMENT TO OUR STRATEGY

This table identifies and describes the primary elements of the 2020 executive compensation program for our named executive officers (“NEOs”), including each incentive plan metric’s alignment with our strategy. A more detailed discussion, including definitions of the financial measures used in our AIP and performance share unit (“PSU”) grants, can be found in the CD&A and in Annex A.

 

2020 COMPENSATION PROGRAM DESIGN CHANGES

We changed our compensation program as we transitioned to a new business strategy and incorporated shareholder feedback to further align our compensation structure with long-term value creation. As previewed in our 2020 proxy statement, notable changes to our compensation programs are summarized below.

Annual Incentive Plan

Replaced Defined EPS with Defined Operating Income

Replaced the individual performance component (20% of target) of the AIP with strategic measurable KPIs

Adjusted the weightings of the metrics in the AIP to further align our compensation programs with our strategy

See page 60 for additional detail on the above changes to the 2020 AIP.

Long-Term Incentive Plan

Capped PSUs; grants will not vest above target if total shareholder return (“TSR”) for the performance period is negative

Increased the difficulty of earning a target PSU payout by requiring 55th percentile TSR performance relative to peers

See page 66 for additional detail on the above changes to the 2020 long-term incentive plan (“LTIP”).

 

2021 PROXY STATEMENT | 13

Back to Contents

TOTAL TARGET COMPENSATION MIX

The Human Resources and Compensation Committee (the “Compensation Committee”) places significant focus on performance-based compensation, which is provided in the form of an annual performance incentive under the AIP, and stock options and PSUs under the LTIP. Our focus on performance-based compensation rewards strong Company financial and operating performance and aligns the interests of our NEOs with those of our shareholders.

Below is the 2020 total target compensation mix for our CEO and, on average, our other NEOs serving as executive officers on December 31, 2020. This compensation mix includes base pay, target annual incentive and long-term incentive grants. The majority of compensation for both the CEO and the other NEOs is at risk/variable pay.

 

 

2021 PROXY STATEMENT | 14

Back to Contents

 

 

How We Build an Experienced and Qualified Board

 

OBJECTIVE

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

HOW WE GET THERE

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

 

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

Relevant Qualifications, Knowledge and Experiences

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

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

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

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

the individual’s professional expertise and educational background;

other factors that promote diversity of views, knowledge and experience, including, among others, gender, race and national origin;

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

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

See Key Competencies on page 17.

Individual Director Self-Assessments

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

Annually, all incumbent director nominees complete questionnaires to update and confirm their background, qualifications and skills, and identify any potential conflicts of interest. The Governance Committee, in coordination with the 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.

 

2021 PROXY STATEMENT | 15

Back to Contents

Board Refreshment Through Director Tenure and Age Limits

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

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

 

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

 

The current Board composition reflects the Board’s commitment to ongoing refreshment and the importance of maintaining a balance of tenure and experience. Of the non-employee director nominees, four served as directors prior to the spin-off of Kraft Foods Group, Inc. (“KFG”) to shareholders on October 1, 2012, six joined the Board on or after the spin-off, and we are nominating one new director nominee for election at the Annual Meeting.

The Board Seeks and Values Diversity

Although the Board does not establish specific diversity goals, the Board’s overall diversity is an important consideration in the director recruitment and nomination process.

The director nominees include three women, range in age between 56 and 78 with an average age of approximately 66, represent several national origins, and collectively bring a range of professional and life experiences to the Board. One self-identifies as Black and 11 self-identify as white.

 

When assembling the pool of candidates from which directors are selected, the Governance Committee considers criteria including gender, race and national origin, as diversity in those characteristics promotes a diversity of views, knowledge and experience that contributes to a more informed and effective decision-making process. As part of its annual assessment of the Board’s composition, the Governance Committee assesses the effectiveness of the efforts by the Board to promote diversity.

This year, the Board is renominating 11 incumbent directors. Debra A. Crew, a current member of our Board, is not standing for re-election at the Annual Meeting. The Board is nominating one new director, Jane Hamilton Nielsen, the Chief Operating Officer and Chief Financial Officer of Ralph Lauren Corporation. Ms. Nielsen will bring to the Board a wealth of expertise pertaining to global finance, business development and operational strategy.

 

2021 PROXY STATEMENT | 16

Back to Contents

BOARD COMPOSITION: DIRECTOR QUALIFICATIONS, KNOWLEDGE AND EXPERIENCE

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

Key Competencies

Relevant Experience

INDUSTRY

KNOWLEDGE

Industry Knowledge 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

SIGNIFICANT

OPERATING

EXPERIENCE

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

CEO/COO

Manufacturing operations

Retail operations

LEADERSHIP

EXPERIENCE

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

CEO/COO or other leadership positions at complex organizations

M&A/alliances/partnerships

Strategic planning

Talent assessment and people development/compensation

SUBSTANTIAL

GLOBAL BUSINESS

AND OTHER INTERNATIONAL EXPERIENCE

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

Developed markets

Emerging markets

New media/digital technology/
e-commerce

Technology/information technology strategy

Government affairs/regulatory compliance

ACCOUNTING

AND FINANCIAL

EXPERTISE

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

CFO

M&A/alliances/partnerships

Financial acumen/capital markets

Cost management

PRODUCT RESEARCH,

DEVELOPMENT

AND MARKETING

EXPERIENCE

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

Consumer insights/analytics

Research & development

Innovation

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

 

2021 PROXY STATEMENT | 17

Back to Contents

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

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

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

The Board believes that its composition should provide continuity as well as new experiences and fresh perspectives relevant to the Board’s work. The Board does not believe that directors should expect to be automatically renominated. Therefore, the annual Board and director self-assessment processes are important determinants in a director’s renomination and tenure. Our Guidelines provide that non-employee directors will have a tenure limit of 15 years. Non-employee directors will not be nominated for re-election to the Board after they turn 75, except in the case of a non-employee director who first joins the Board between age 70 to 75. In such a case, the director will have a tenure limit of five years.

In addition, as noted above, the Board’s annual self-assessment process includes director self-assessments and discussions between the 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. Four of the non-employee directors served as directors before the spin-off of KFG to shareholders on October 1, 2012 and seven joined the Board on or after the spin-off.

THE BOARD SEEKS AND VALUES DIVERSITY

Mondelēz International manufactures and markets food and beverage products for consumers in over 150 countries around the world. The Board embraces and encourages the Company’s culture of diversity and inclusion. The Board’s directors bring diversity of gender, race, national origin, thought and global experience that promote informed decision making.

Although the Board does not establish specific diversity goals, the Board’s overall diversity is an important consideration in 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 and national origin, as diversity in those characteristics promotes a diversity of views, knowledge and experience that contributes to a more informed and effective decision-making process.

The ultimate selection of a director from the candidate pool depends on a variety of factors, which are discussed under “How We Build an Experienced and Qualified Board” on page 15 and “Board Composition: Director Qualifications, Knowledge and Experience” on page 17. As part of its annual assessment of the Board’s composition, the Governance Committee assesses the effectiveness of the Board’s efforts to promote diversity. In addition, the Board joined other international organizations as a signatory of the Board Diversity Action Alliance (the “Alliance”), which seeks to increase the number of racially and ethnically diverse leaders on the boards of corporations, beginning with Black directors. The Alliance also is accelerating change through enhanced disclosure of Board directors’ race and ethnicity and the annual reporting of diversity, equity and inclusion progress.

Our director nominees include three women, range in age between 56 and 78 with an average age of approximately 66, represent several national origins, and collectively bring a range of professional and life experiences to the Board’s work. One director nominee self-identifies as Black and 11 self-identify as white.

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

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

 

2021 PROXY STATEMENT | 18

Back to Contents

Members of the Board are elected annually by a majority of votes cast if the election is uncontested. The terms of all directors elected at the Annual Meeting will end at the 2022 Annual Meeting of Shareholders or when a director’s successor has been duly elected and qualified.

The Governance Committee recommended, and the Board nominated for election at the Annual Meeting, the 12 director nominees listed below under “Director Nominees for Election at the Annual Meeting.” Ms. Nielsen was recommended for consideration by Heidrick & Struggles, an international executive search firm. Shareholders most recently elected 11 incumbent directors and one new director to one-year terms at the 2020 Annual Meeting of Shareholders. Ms. Crew, who was elected by the shareholders at the 2020 Annual Meeting of Shareholders, is not standing for re-election at the Annual Meeting.

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

THE BOARD RECOMMENDS SHAREHOLDERS VOTE FOR THE ELECTION OF EACH OF THE 12 DIRECTOR NOMINEES LISTED BELOW.

The following information regarding each director nominee is as of March 12, 2021 except as otherwise noted.

Lewis W.K. Booth

Former Executive Vice President and

Chief Financial Officer, Ford Motor Company

Age 72

DIRECTOR SINCE:

October 2012

White/Male

INDEPENDENT

BOARD

COMMITTEES:

Finance

Compensation

DIRECTOR QUALIFICATIONS:

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

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

Mr. Booth is a Chartered Management Accountant.

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

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

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

 

2021 PROXY STATEMENT | 19

Back to Contents

Charles E. Bunch

Retired Executive Chairman, PPG Industries, Inc.

Age 71

DIRECTOR SINCE:

September 2016

White/Male

INDEPENDENT

BOARD

COMMITTEES:

Governance (Chair)

Compensation

DIRECTOR QUALIFICATIONS:

During his 37-year career at PPG, Mr. Bunch gained valuable experience in executive leadership, operations management, cost management, risk management and strategic planning.

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

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

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

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

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

 

Lois D. Juliber

Former Vice Chairman and Chief Operating Officer,

Colgate-Palmolive Company

Age 72

DIRECTOR SINCE:

November 2007

White/Female

INDEPENDENT

BOARD

COMMITTEES:

Governance

Compensation (Chair)

DIRECTOR QUALIFICATIONS:

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

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

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

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

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

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

 

2021 PROXY STATEMENT | 20

Back to Contents

Peter W. May

President and a Founding Partner,

Trian Fund Management, L.P.

Age 78

DIRECTOR SINCE:

March 2018

White/Male

INDEPENDENT

BOARD

COMMITTEES:

Finance

Compensation

DIRECTOR QUALIFICATIONS:

Mr. May has extensive investment, financial and leadership experience as President and a Founding Partner of Trian Fund Management, working with management teams and boards of directors, as well as acquiring, investing in and building companies. He has a deep understanding of the capital markets. He also has strong relationships with institutional investors and within investment banking/capital markets.

Mr. May has considerable experience with large, complex food service organizations such as The Wendy’s Company, with a focus on operational efficiency and effectiveness.

Mr. May has extensive public company board and corporate governance experience. He is a director of The Wendy’s Company. He is a former director of Tiffany & Co.

Mr. May has served as President and a Founding Partner of Trian Fund Management, L.P., an investment management firm, since November 2005. He also served as President and Chief Operating Officer and a director of Triarc Companies, Inc. (now known as The Wendy’s Company), a holding company for various consumer and industrial businesses, from April 1993 to June 2007 and has served as its non-Executive Vice Chairman since June 2007.

Mr. May was President and Chief Operating Officer of Triangle Industries, Inc., a manufacturer of packaging products, from 1983 to December 1988 when it was acquired by Pechiney, S.A.

 

 

Jorge S. Mesquita

Former Executive Vice President and Worldwide

Chairman, Consumer, Johnson & Johnson

Age 59

DIRECTOR SINCE:

May 2012

White/Male

INDEPENDENT

BOARD

COMMITTEES:

Audit

Governance

DIRECTOR QUALIFICATIONS:

 

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

As P&G’s Group President, New Business Creation and Innovation, Mr. Mesquita redesigned the company’s business development organization and worked across the company with technology, marketing and finance leaders to develop groundbreaking innovation capabilities.

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

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

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

Mr. Mesquita was Executive Vice President and Worldwide Chairman, Consumer of Johnson & Johnson, a global healthcare products company, from December 2014 until February 2019. He served on J&J’s Executive Committee and led the Consumer Group Operating Committee. Mr. Mesquita has also served as an advisor to Cinven, a U.K. private equity firm, since October 2020.

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

 

2021 PROXY STATEMENT | 21

Back to Contents

Jane Hamilton Nielsen

Chief Operating Officer and Chief Financial Officer,

Ralph Lauren Corporation

Age 56

White/Female

INDEPENDENT

DIRECTOR NOMINEE

DIRECTOR QUALIFICATIONS:

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

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

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

Ms. Nielsen has served as Chief Financial Officer of Ralph Lauren Corporation, a global leader in the design, marketing and distribution of premium lifestyle products, since September 2016 and its Chief Operating Officer since April 2019. She leads Ralph Lauren’s global technology, finance, business development, logistics and real estate organizations. She previously served as Chief Financial Officer of Coach, Inc., a leading design house of modern luxury accessories and lifestyle collections, from September 2011 to August 2016. Prior to that, Ms. Nielsen spent 15 years at PepsiCo, Inc. and Pepsi Bottling Group, a global snack and beverage company, in various senior financial senior 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.

 

Fredric G. Reynolds

Former Executive Vice President and

Chief Financial Officer, CBS Corporation

Age 70

DIRECTOR SINCE:

December 2007

White/Male

INDEPENDENT

BOARD

COMMITTEES:

Audit (Chair)

Finance

DIRECTOR QUALIFICATIONS:

Mr. Reynolds has extensive experience in both the media (including advertising and marketing) and the food and beverage industries. He served in various executive roles at CBS, Viacom and PepsiCo. While at CBS, he successfully managed the integration following the CBS/Viacom merger, and he was ultimately responsible for all financial functions and growing the business portfolio at Viacom. During his tenure as Chief Financial Officer of CBS, CBS shareholders experienced substantial share appreciation and return of capital.

Mr. Reynolds brings extensive financial experience gained during his service as Chief Financial Officer at CBS and Viacom and at divisions of PepsiCo.

Mr. Reynolds is a Certified Public Accountant.

Mr. Reynolds has extensive public company board and corporate governance experience. He is a director of Pinterest, Inc. and Raytheon Technologies (formerly United Technologies Corporation). He is a former director of AOL, Inc. and Hess Corporation.

Mr. Reynolds served as Executive Vice President and Chief Financial Officer of CBS Corporation, a mass media company, from 2006 until his retirement in 2009. From 2001 through 2005, Mr. Reynolds served as President and Chief Executive Officer of Viacom Television Stations Group, a mass media company, and as Executive Vice President and Chief Financial Officer of Viacom Inc., a mass media company, from 2000 to 2001. He also served as Executive Vice President and Chief Financial Officer of CBS and its predecessor, Westinghouse Electric Corporation, from 1994 to 2000.

Prior to that, Mr. Reynolds served in various capacities at PepsiCo for 12 years, including Chief Financial Officer or Financial Officer at food and beverage companies Pizza Hut, Pepsi Cola International, Kentucky Fried Chicken Worldwide and Frito-Lay.

 

2021 PROXY STATEMENT | 22

Back to Contents

Christiana S. Shi

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

Age 61

DIRECTOR SINCE:

January 2016

White/Female

INDEPENDENT

BOARD

COMMITTEES:

Audit

Governance

DIRECTOR QUALIFICATIONS:

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

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

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

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

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

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

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

 

Patrick T. Siewert

Managing Director and Partner,

The Carlyle Group, L.P.

Age 65

DIRECTOR SINCE:

October 2012

White/Male

INDEPENDENT

BOARD

COMMITTEES:

Audit

Finance (Chair)

DIRECTOR QUALIFICATIONS:

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

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

Mr. Siewert has extensive public company board and corporate governance experience. He is a director of Avery Dennison Corporation.

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

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

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

 

2021 PROXY STATEMENT | 23

Back to Contents

Michael A. Todman

Former Vice Chairman,

Whirlpool Corporation

Age 63

DIRECTOR SINCE:

May 2020

Black/Male

INDEPENDENT

BOARD

COMMITTEES:

Audit

Governance

DIRECTOR QUALIFICATIONS:

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

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

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

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

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

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

 

Jean-François M. L. van Boxmeer

Chairman of the Board, Vodafone Group Plc

Former Chairman of the Executive Board and

Chief Executive Officer, Heineken N.V.

Age 59

DIRECTOR SINCE:

January 2010

LEAD DIRECTOR

SINCE:

May 2020

White/Male

INDEPENDENT

 

BOARD

COMMITTEES:

As Lead Director, Mr.

van Boxmeer is an

ex-officio non-voting

member of all

committees.

DIRECTOR QUALIFICATIONS:

Mr. van Boxmeer has a strong track record leading strategic acquisitions and integrations and driving revenue growth. He led Heineken’s significant global expansion, bringing its iconic brands into new markets through 65 acquisitions since 2005. These expanded Heineken’s brewing operations from 39 countries to 70, including China, Mexico, Brazil, Ethiopia, Vietnam and Ivory Coast.

Mr. van Boxmeer brings a global perspective with particular insights regarding developing markets.

Mr. van Boxmeer has broad leadership experience, including in global operations, product development and marketing, and the beverages and consumer products industries.

Mr. van Boxmeer has extensive public company board and corporate governance experience. He is Chairman of the Board of Vodafone Group Plc, a Member of the Shareholders’ Committee of Henkel AG & Co. KGaA and a director of Heineken Holding N.V.

Mr. van Boxmeer became chairman of Vodafone Group Plc, a global telecommunications company, in November 2020. Mr. van Boxmeer also served as Chairman of the Executive Board and Chief Executive Officer of Heineken N.V., a global brewing company with a network of distributors and brewers in more than 70 countries, from 2005 until his retirement in May 2020 and was a member of its Executive Board from 2001 until his retirement.

Mr. van Boxmeer was employed by Heineken for 36 years in various capacities, including in management positions in Rwanda (Sales & Marketing Manager), Democratic Republic of Congo (General Manager), Poland (Managing Director) and Italy (Managing Director). His experience includes Executive Board responsibility for Heineken Regions and Global functions: Human Resources, Corporate Relations, Supply Chain, Commerce, Legal Affairs, Strategy, Internal Audit and Company Secretary.

 

2021 PROXY STATEMENT | 24

Back to Contents

Dirk Van de Put

Chairman and Chief Executive Officer,

Mondelēz International, Inc.

Age 60

DIRECTOR SINCE:

November 2017

White/Male

DIRECTOR QUALIFICATIONS:

Mr. Van de Put is a seasoned global Chief Executive Officer with experience and expertise in all critical business and commercial operations in both emerging and developed markets.

Mr. Van de Put brings a global perspective, having lived and worked on three different continents.

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

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

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

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

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

From 1997 to 1998, he served as President, Coca-Cola Caribbean, and as Vice President, Value Chain Management, Coca-Cola Brazil with Coca-Cola.

From 1986 to 1997, he held a variety of roles with Mars, a global manufacturer of confectionery, pet food and other food products and a provider of animal care services, including General Manager and President, Southern Cone Region, Mars South America and Vice President, Marketing, Latin America.

 

2021 PROXY STATEMENT | 25

Back to Contents

 

CORPORATE GOVERNANCE

 

This section describes our governance policies, key practices, Board leadership structure and oversight functions. Our Board is committed to corporate governance practices that promote and protect the long-term interests of our shareholders. We design our corporate governance practices to provide a robust and balanced framework for the Board in upholding its fiduciary responsibilities and to promote accountability with, and trust in, the Company. Our Board believes that having and adhering to a strong corporate governance framework is essential to our long-term success.

Governance Guidelines

 

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

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

Key practice/policy

 

Benefits

Shareholders elect directors annually by majority vote in uncontested elections.

 

Strengthens Board, committee and individual director accountability.

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

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

Ownership Duration: continuously for at least 3 years;

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

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

 

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

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

 

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

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

 

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

 

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

Our independent Lead Director has substantive responsibilities: engages in planning and approval of meeting schedules/agendas; presides over frequent executive sessions of independent directors; and consults with major shareholders.

 

A highly effective and engaged independent Lead Director:

Incorporates independent directors’ input and investors’ perspectives into agendas and discussions;

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

Provides feedback to management regarding Board concerns and information needs.

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

 

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

 

2021 PROXY STATEMENT | 26

Back to Contents

Key practice/policy

 

Benefits

Regular Board, committee and director self-assessments include candid, one-on-one conversations between the Lead Director and each director, in coordination with the Governance Committee. The results of these self-assessments are used in planning Board and committee meetings and agendas, fostering director accountability and committee effectiveness, analyzing Board composition, and making director recruitment and governance decisions.

 

Promotes continuous process improvement of the Board and committees.

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

Non-employee director tenure and retirement policies:

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

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

 

Tenure and retirement policies promote ongoing evolution and refreshment.

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

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

At each in-person Board meeting, the independent directors meet in executive session without any members of management present. The independent Lead Director chairs these sessions. A committee chair leads a Board discussion of a topic relevant to that committee’s remit.

 

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

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

 

Enhances management accountability.

The Board has at least one meeting each year primarily dedicated to strategy where it meets with management to discuss, understand and challenge our strategic plan’s short-and long-term objectives. At Board meetings held throughout the year, the Board and management track progress against the strategic plan’s goals, consider impacts due to changing circumstances in the industry and the economic environment, and monitor strategic and operational risks.

 

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

A director who serves as CEO at another public company should not serve on more than two public company boards in addition to our board. Other directors should not serve on more than four public company boards, including our board.

 

All directors comply with this policy.

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

 

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

During their service, directors have opportunities to meet and talk with our employees during Board visits to Company facilities and during Board and committee meetings. Prior to the COVID-19 pandemic, individual directors experienced our Direct Store Delivery model by riding with one of our drivers during an assigned route, met with employees involved in our e-commerce initiatives and observed a Line of the Future during production at our factories.

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

 

2021 PROXY STATEMENT | 27

Back to Contents

The Board has a duty to act as it believes to be in the best interests of the Company and its shareholders, including determining the leadership structure that will best serve those interests. The By-Laws provide the Board flexibility in determining its leadership structure. Within this framework, the Board determines the most appropriate leadership structure at a given time in light of the Company’s needs and circumstances, as described below. The Board may determine that the CEO should also serve as Chairman, but if it does so, the independent directors appoint an independent Lead Director with substantive responsibilities.

The Board recognizes the importance of the Company’s leadership structure to our shareholders and regularly receives and considers input on the topic obtained through engagement with our shareholders.

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.

 

2021 PROXY STATEMENT | 28

Back to Contents

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

Our Board is led by Mr. Van de Put, the Chairman and CEO, together with Mr. van Boxmeer, our independent Lead Director. In addition, independent directors chair the Board’s four standing committees.

Messrs. Van de Put and van Boxmeer are committed to working closely together. The Board believes that they, together with our independent committee chairs, provide appropriate leadership and oversight of the Company and facilitate effective functioning of both the Board and management.

 

MR. VAN DE PUT

 

MR. VAN BOXMEER

Chairman since 2018

 

Lead Director since 2020

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

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

promote the alignment of our strategic and business plans;

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

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

 

The independent directors selected Mr. van Boxmeer because he:

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

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

serves as a contact person for our shareholders; and

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

 

2021 PROXY STATEMENT | 29

Back to Contents

INDEPENDENT LEAD DIRECTOR ROLE AND RESPONSIBILITIES

The Board created the Lead Director position to provide strong leadership of the Board’s affairs on behalf of shareholders, increase the Board’s effectiveness, promote open communication among the independent directors, and serve as the principal liaison between the
Chairman and the other independent directors. The independent directors annually select the Lead Director for a one-year term.

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

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

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

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

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

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

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

Facilitate effective communication and interaction between the Board and management;

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

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

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

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

ALL DIRECTORS ARE INDEPENDENT EXCEPT FOR OUR CHAIRMAN AND CEO

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

Based on that criterion, the Board determined that the following directors and director nominee are independent: Lewis W.K. Booth, Charles E. Bunch, Debra A. Crew, Lois D. Juliber, Peter W. May, Jorge S. Mesquita, Jane Hamilton Nielsen, Fredric G. Reynolds, Christiana S. Shi, Patrick T. Siewert, Michael A. Todman and Jean-François M. L. van Boxmeer. The Board also determined that former directors Mark D. Ketchum and Joseph Neubauer were independent during the time that they served as directors in 2020.

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

 

2021 PROXY STATEMENT | 30

Back to Contents

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.

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 historical investments in capital expenditures and research and development, paired with dividend growth and share repurchases.

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

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

Our ERM process is ongoing and implemented at all levels of our operations and across business units to identify, assess, monitor, manage and mitigate risk. Our ERM process facilitates open communication between management and the Board, so that the Board and committees understand key risks to our business and performance, and the functioning of our risk management process, including who participates in the process and the information gathered in the assessment.

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

Management provides reports to the Board or the appropriate committee on key risks and the actions management has taken to monitor, control and mitigate these risks. Management also attends Board and committee meetings to discuss these reports and provide any updates. The committees report key risk discussions to the Board following their meetings. Board members may also further discuss the risk management process directly with members of management.

 

2021 PROXY STATEMENT | 31

Back to Contents

During 2020, the Board and committees reviewed and assessed risks related to our business and operations as shown below. The Board annually reviews and sometimes reallocates responsibilities among committees. Accordingly, the allocation of responsibilities and/or descriptions of risk categories shown in this table may change during 2021.

 

 

2021 PROXY STATEMENT | 32

Back to Contents

HUMAN CAPITAL MANAGEMENT

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

2020 brought significant challenges as the Company navigated the impacts of COVID-19 and social unrest that affected our employees. Following the regular March 2020 meeting, the Board began meeting more frequently to provide oversight of the Company’s approach and response to COVID-19 and the impact to the safety and well-being of employees. By October 2020, remote working and social distancing protocols had normalized, and the Board returned to its regular meeting schedule while still receiving frequent updates from management.

Talent Development

At the executive level, the Compensation Committee, together with the CEO, regularly reviews senior management talent, including readiness to take on additional leadership roles and developmental opportunities needed to prepare leaders for greater responsibilities. The Compensation Committee also has a focus on developing our mid-level talent into our future leaders, and there are a number of initiatives underway to provide these potential future leaders with the experience and exposure needed to succeed at the highest levels of our business. Recent initiatives include:

Implementing new curriculum and capability programs enabling key strategic opportunities around growth, agility, brand development and building an ownership mindset;

Offering career path, feedback and coaching tools and online programs to enable development remotely;

Seeking to identify diverse and “early career stage” talent deeper in our business units with a strong focus on developing general manager talent given our local-first orientation;

Implementing targeted development actions to grow and develop our leadership bench;

Enhancing the skills and capabilities of our human resources and front-line leaders in talent assessment and development; and

Rolling out consistent tools to enable meaningful development and growth discussions with our people.

 

Diversity and Inclusion

To build on the Company’s significant progress on our diversity and inclusion initiatives over the last several years and to continue to further progress in diversity, equity and inclusion, the Board adopted a new governance model that includes full Board reviews two times per year of the Company’s approach and response to diversity and inclusion.

We are implementing gender equality initiatives throughout all aspects of our business, including in our cocoa supply chain, our plants and our corporate offices;

Over the next three years, we will address local and global opportunities to drive our business and advance economic empowerment around the world through initiatives that include:

Listening sessions across the U.S. with executives and Board members to connect more deeply with our Black associates;

Publishing our global and U.S. commitments to improve diversity, equity and inclusion and providing reporting to shareholders via our Snacking Made Right report, along with publication of our consolidated EEO-1 statement, which includes the racial and gender diversity of our U.S. employees; and

We have appointed a new Chief Global Diversity & Inclusion Officer and established the Mondelēz International Diversity and Inclusion Council.

The Board was involved and aligned with management on each of the diversity and inclusion commitments and initiatives.

 

2021 PROXY STATEMENT | 33

Back to Contents

Workplace Safety

We are also continuously improving the safety of our work environments through investments in our people and our facilities, and we are committed to achieving world class safety standards in the places where our people work and for the foods we produce. Our objective is to build a safety culture that promotes our goal of zero incidents and zero defects.

 

CORPORATE CULTURE

Our Board believes that a positive corporate culture is vitally important to our success and oversees implementation of practices and policies to maintain a positive and engaging work environment for our team members. Our global compliance and integrity program guides our employees to act with integrity and make ethical decisions while conducting business around the world. In addition, Board members are provided direct access to our employees and have engaged with them in person in the pre-COVID-19 era through activities such as walking the floors of our offices, and periodic plant and in-market visits. These visits provide directors with an opportunity to assess our culture and interact with employees outside of the senior management team, and we anticipate that they will resume once it is safe to do so.

Each year we review our global employee engagement survey results with the Board. The survey provides rich data for our leaders and a more robust benchmark to other companies. We had the highest-ever level of employee participation in 2020, and the results of the survey showed marked improvement in confidence in our leadership as we continue to progress our strategy, direction and local-first culture. During the pandemic, our workforce expressed they felt supported and proud to work for the Company. Based on the improvements, we are now among the top tier of companies in our external benchmark data, which we are especially proud of given the challenges presented by COVID-19.

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

The Board held 13 meetings during 2020.

During 2020, Ms. Shi and Messrs. Bunch, May, Reynolds, Siewert, Todman and Van de Put attended 100% of the meetings of the Board and all committees on which they served during the period that he or she served. Mmes. Crew and Juliber, and Messrs. Booth, Mesquita and van Boxmeer attended at least 86% of meetings of the Board and all committees on which they served during the period that he or she served.

All 11 of the then-incumbent directors attended the 2020 Annual Meeting of Shareholders.

CODE OF BUSINESS CONDUCT AND ETHICS FOR NON-EMPLOYEE DIRECTORS

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

EMPLOYEE CODE OF CONDUCT

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

 

2021 PROXY STATEMENT | 34

Back to Contents

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

Articles of Incorporation

By-Laws

Corporate Governance Guidelines

Board Committee Charters

Code of Business Conduct and Ethics for Non-Employee Directors

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

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

RELATED PERSON TRANSACTIONS POLICY AND PROCEDURES

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

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

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.

 

2021 PROXY STATEMENT | 35

Back to Contents

REVIEW OF RELATED PERSON TRANSACTIONS SINCE JANUARY 1, 2020

On January 29, 2021, BlackRock, Inc. (“BlackRock”), an investment management corporation, filed a Schedule 13G/A with the U.S. Securities and Exchange Commission (the “SEC”) reporting that it was a greater than 5% shareholder of the Company as of December 31, 2020. During 2020, BlackRock acted as an investment manager with respect to certain investment options under our U.S., Canadian and Puerto Rican retirement savings plans and Canadian, Irish and U.K. pension plans. BlackRock was selected as an investment manager by each plan’s designated authority for plan investments. BlackRock’s selection was based on the determination of each plan’s designated authority that the selection met applicable standards and that the fees were reasonable and appropriate. BlackRock’s fees were approximately $2.8 million during 2020. 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 2021 for similar services. Fees, based on plan asset value, are paid quarterly on a lag basis.

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.

As part of our effort to better understand our shareholders’ perspectives, we regularly engage with our shareholders, seeking their input and views on various matters. Since our 2020 Annual Meeting of Shareholders, non-employee directors and members of senior management have conducted comprehensive shareholder engagement by reaching out to shareholders representing 47% of our outstanding shares. We engaged with 25 different shareholders, representing approximately 37% of our outstanding shares, and the Lead Director and three other directors led conversations with shareholders representing 20% of our outstanding shares. In addition, we engaged with shareholders at roundtables and corporate governance forums. During the engagements, we discussed a variety of topics, including the Company’s business strategy, executive compensation and environmental, social and governance (“ESG”) matters. These discussions were very productive, and we appreciate that our shareholders took the time to share their perspectives and questions with us. The Board values our shareholders’ perspectives, and the feedback we received during these conversations was shared with the Board, the Compensation Committee and the Governance Committee, and continues to inform our policies and practices. For more information on our shareholder engagement, see “Shareholder Engagement on Executive Compensation” on page 57.

Interested parties may directly contact the Board, the 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 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 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.

 

2021 PROXY STATEMENT | 36

Back to Contents

 

BOARD COMMITTEES AND MEMBERSHIP

 

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

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

Committee chairs approve agendas and materials for their committee meetings. Each committee meets regularly in executive session without management. Committees may retain outside legal, financial and other advisors at the Company’s expense. In addition, directors may attend the meetings of any committee of which they are not a member.

Committee Membership

 

 

As of March 12, 2021

Audit

Committee

Finance

Committee

Governance,

Membership and

Public Affairs

Committee

Human Resources

and Compensation

Committee

Lewis W.K. Booth

 

 

Charles E. Bunch

 

 

Debra A. Crew*

 

 

Lois D. Juliber

 

 

Peter W. May

 

 

Jorge S. Mesquita

 

 

Fredric G. Reynolds

 

 

Christiana S. Shi

 

 

Patrick T. Siewert

 

 

Michael A. Todman

 

 

Total Number of Committee Meetings During 2020

10

3**

6

7

*

Debra A. Crew, a current member of our Board, is not standing for re-election at the Annual Meeting.

**

In addition, the Finance Committee acted once by unanimous written consent.

Member

Chair

 

2021 PROXY STATEMENT | 37

Back to Contents

The Board established the Audit Committee in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934 (the “Exchange Act”). The Board has determined that all of the Audit Committee members are independent within the meaning of the Nasdaq listing standards and Rule 10A-3 of the Exchange Act. The Board also determined that all Audit Committee members are able to read and understand financial statements in accordance with Nasdaq listing standards and are financially literate in accordance with the New York Stock Exchange listing standards. The Board has determined that Fredric G. Reynolds and Patrick T. Siewert are audit committee financial experts” within the meaning of SEC regulations and have financial sophistication in accordance with Nasdaq listing standards. No Audit Committee member received any payments in 2020 from us other than compensation for service as a director.

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

Among other duties, the Audit Committee also oversees:

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

our compliance with legal and regulatory requirements;

the qualifications, independence and performance of our independent auditors;

the performance of our internal auditors and internal audit functions; and

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

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

 

2021 PROXY STATEMENT | 38

Back to Contents

AUDIT COMMITTEE REPORT FOR THE YEAR ENDED DECEMBER 31, 2020

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 2020 we assisted the Board in its oversight of:

Mondelēz International’s compliance with legal and regulatory requirements;

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

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

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

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

Management

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

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

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

Internal Audit Department

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

Reporting on the effectiveness of that system.

Independent Registered Public Accountants

Auditing Mondelēz International’s financial statements;

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

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

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

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

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

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

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

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

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

Review Mondelēz International’s earnings releases.

In 2020, the Audit Committee also oversaw the final steps in the transition of the independent registered public accountants’ lead audit partner for Mondelēz International, which took effect in February 2020.

 

2021 PROXY STATEMENT | 39

Back to Contents

In addition to the activities outlined above, in 2020 we reviewed with management, among other things:

The Company’s response to the effects of COVID-19, including with respect to processes and procedures for preparing Mondelēz International’s consolidated financial statements, maintaining the integrity of Mondelēz International’s financial reporting systems and internal controls and procedures, and conducting internal audits, and reviewing with the independent registered public accountants’ its processes and procedures for conducting the audit of Mondelēz International’s financial statements;

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

Mondelēz International’s information technology and cybersecurity risk management and business continuity planning, including two briefings by the Company’s chief information officer on information security matters and engaging in regular discussions on cybersecurity with management, the internal audit department and the independent registered public accountants;

Health and safety and compliance matters;

Significant legal and regulatory matters; and

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

Prior to Mondelēz International’s filing of its Annual Report on Form 10-K for the year ended December 31, 2020 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, 2020, which was filed with the SEC on February 5, 2021.

Audit Committee:
Fredric G. Reynolds, Chair
Jorge S. Mesquita
Christiana S. Shi
Patrick T. Siewert
Michael A. Todman

 

2021 PROXY STATEMENT | 40

Back to Contents

PRE-APPROVAL POLICIES

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

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

The Audit Committee pre-approved all 2020 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 2020 and 2019 were:

 

2020

2019

Audit Fees

$15,493,000

$16,266,000

Audit-Related Fees

689,000

700,000

Tax Fees

32,000

28,000

All Other Fees

10,000

30,000

Total

$16,224,000

$17,024,000

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

Audit-Related Fees include professional services in connection with employee benefit plan audits and procedures related to various other audit and special reports.

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

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

All fees above include out-of-pocket expenses.

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

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

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

the Company’s external dividend policy and dividend recommendations;

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

Board authorization and delegation levels with respect to financing matters.

The Finance Committee also reviews and discusses with management:

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

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

 

2021 PROXY STATEMENT | 41

Back to Contents

The Governance Committee’s charter sets out its responsibilities, which include:

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

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

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

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

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

recommending to the Board the directors’ retirement age;

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

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

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

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

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 U.S. Congress. A list of trade associations to which we pay dues of more than $50,000 annually, including the portion of dues attributable to lobbying, can also be found on our website. As demonstrated by our robust reporting, we are firmly committed to providing shareholders with transparency about our political activities.

 

2021 PROXY STATEMENT | 42

Back to Contents

HUMAN RESOURCES AND COMPENSATION COMMITTEE INDEPENDENCE, INTERLOCKS AND INSIDER PARTICIPATION

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

an officer or employee of Mondelēz International;

a participant in a related person transaction required to be disclosed under Item 404 of Regulation S-K (for a description of our policy on related person transactions, see “Review of Transactions with Related Persons” on page 35); 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 Compensation Committee’s charter sets out its responsibilities, which include:

establishing our executive compensation philosophy;

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

assessing the appropriateness and competitiveness of our executive compensation programs;

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

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

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

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

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

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

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

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

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

monitoring executive officers’ compliance with our stock ownership guidelines;

advising the Board regarding the compensation of independent directors;

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

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

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

 

2021 PROXY STATEMENT | 43

Back to Contents

THE COMPENSATION COMMITTEE’S USE OF AN INDEPENDENT COMPENSATION CONSULTANT

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

Since August 2019, the Compensation Committee has retained Semler Brossy as its independent compensation consultant. Annually, the Compensation Committee reviews Semler Brossy’s engagement. During 2020, Semler Brossy provided the Compensation Committee advice and services, including:

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

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

advising on the composition of the Compensation Survey Peer Group and the Performance Peer Group (as described on page 70) used for benchmarking pay, incentive design and performance;

providing competitive peer group compensation data for executive positions and evaluating how the compensation we pay the NEOs (as described on page 70) relates both to the Company’s performance and to how peers compensate their executives;

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

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

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

benchmarking, assessing and recommending non-employee director compensation.

For the year ended December 31, 2020, Semler Brossy provided no services to Mondelēz International other than consulting services to the Compensation Committee regarding executive and non-employee director compensation.

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

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

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

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

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

See “How Compensation Decisions are Made” on page 70 for additional detail on roles in the decision making process.

 

2021 PROXY STATEMENT | 44

Back to Contents

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

The Compensation Committee, together with the CEO, regularly reviews senior management talent, including readiness to take on additional leadership roles and developmental opportunities needed to prepare leaders for greater responsibilities. The CEO also provides a regular review to the Compensation Committee of the executive leadership team. While the Compensation Committee has the primary responsibility to develop succession plans for the CEO position, it annually reports to the Board and decisions are made at the Board level. Potential leaders interact with Board members through formal presentations and, prior to the onset of the COVID-19 pandemic, during informal events. More broadly, the Board is updated on human capital matters for the overall workforce, including diversity, recruiting and development programs.

HOW THE COMPENSATION COMMITTEE MANAGES COMPENSATION-RELATED RISK

As it does each year, in 2020 the Compensation Committee evaluated whether our compensation designs, policies and practices operate to discourage our executive officers and other employees from taking unnecessary or excessive risks. As described in the “Compensation Discussion and Analysis,” we design our compensation to incentivize executives and other employees to achieve the Company’s financial and strategic goals as well as individual performance goals that promote long-term shareholder returns. Our compensation design discourages our executives and other employees from taking excessive risks for short-term benefits that may harm the Company and our shareholders in the long term. The compensation program includes several risk-mitigating elements, including:

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

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

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

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

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

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

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

minimizing use of employment contracts;

not backdating or re-pricing option grants; and

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

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

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

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

 

2021 PROXY STATEMENT | 45

Back to Contents

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

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

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

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

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

In 2020, the Compensation Committee replaced Defined EPS with Defined Operating Income in the AIP to eliminate a duplicative metric and also reduce the impact of EPS in the incentive plans.

 

2021 PROXY STATEMENT | 46

Back to Contents

 

OUR APPROACH TO ENVIRONMENTAL AND SOCIAL ISSUES

 

 

Mondelēz International is committed to living our purpose to empower people to snack right, by making the right snacks, for the right moment, made the right way. Our approach to environmental and social issues is about running our business the right way for the long-term, and respecting the needs of the planet, our consumers, our colleagues and our stakeholders. We do so by reducing our impact on the environment through manufacturing and sourcing, as well as by improving the lives and respecting the rights of people across our value chain.

Our mission is to lead the future of snacking by making snacks that are sustainably sourced using less energy, water and waste and made with ingredients consumers know and trust. By living our purpose to empower people to snack right, we believe we can continue to have a positive impact on the lives of our consumers and the world around us, and we are using our scale to have a positive impact on those who help produce and those who consume our products.

The future of our business depends on a sustainable value chain. We have public goals to which we hold ourselves accountable, we are continuing to make progress in our efforts, and we are committed to being transparent and effective in sharing our progress. This includes the sustainable sourcing of key ingredients, as well as reducing our environmental footprint and promoting the rights of people across our value chain. We continue to evolve our portfolio so that we are offering a broad range of high-quality snacks that address consumer needs, and this is central to our strategy of accelerating our growth around the world. At the same time, we are working to encourage consumers to snack mindfully, and we are providing portion-controlled offerings.

                         

Sustainable

Ingredients

 

Environmental

Impact

 

Packaging Innovation

 

Social

Sustainability

 

Broad

Portfolio

 

Portion

Control

 

Mindful

Snacking

Build resilient supply chains by driving
out deforestation, protecting natural resources and enhancing farmer’s income and livelihoods focusing on cocoa, wheat and palm

 

Use resources more efficiently to reduce our waste and water usage and minimize our impact on the climate

 

Drive toward zero net waste packaging and innovative partnerships to improve recycling globally

 

Respect human rights across our value chain

 

Offer a wide-range of snacks, from wholesome to indulgent, that meet consumers’ evolving needs

 

Offer greater choice to consumers of portion-controlled snacks

 

Inspire mindful snacking habits by teaching consumers how to savor each bite and experience more satisfaction from the snacks they love

               
  INTEGRITY, COMPLIANCE AND DIVERSITY  
 

 

Promoting a Culture

of Safety

 

Producing Safe,

Quality Food

 

Treating People Fairly

 

Championing

Diversity & Inclusion

 

 

Build a safety culture that promotes our goal of zero incidents and zero defects

 

Provide high-quality foods that are safe to eat

 

Build a culture of trust through adherence to our values, ethics and codes of conduct

 

Empower a diverse team to lead and innovate the future of snacking

 

 

2021 PROXY STATEMENT | 47

Back to Contents

Our Company, under the leadership of our Board, is committed to the principle that living our values and doing business the right way can help create a future where people and planet thrive.

Snacking Made Right means taking a stand on the issues that matter; it is at the core of how we drive sustainable business growth at scale with a positive impact on the lives of those across our value chain and the world around us. We have public goals to which we hold ourselves accountable and continue to make progress in our efforts to deliver meaningful change.

We believe that consumers should not have to choose between snacking and eating right, or be concerned about the impact their snacking choices have on the world and their communities. Beginning with our Board, we have a comprehensive governance structure that provides oversight of our ESG efforts at all levels of our organization including our strategic areas of focus: climate change, circular packaging solutions and social impact. This includes management team oversight on critical sustainability programming and strategy development, in addition to regular progress reviews. The Governance Committee is directly responsible for overseeing environmental and social responsibility, including well-being. We take a disciplined approach to our sustainability initiatives and are committed to remaining transparent and proactive about our progress. We track, report on and hold people accountable for achieving our goals, and include sustainability metrics in the annual compensation plan for executives.

                         

Sustainable

Ingredients

 

Environmental

Impact

 

Packaging Innovation

 

Social

Sustainability

 

Diversity & Inclusion

 

Portion

Control

 

Mindful

Snacking

Source 100% of the cocoa needed for our chocolate brands from Cocoa Life by 2025

 

10% reduction in end-to-end CO2 emissions by 2025 (2018 baseline)

 

100% of our packaging recyclable and labeled with consumer recycling information by 2025

25% reduction in virgin plastic use in rigid plastic packaging

 

100% adoption of child labor due diligence across Cocoa Life communities

 

Double U.S. Black representation in management and spend $1B annually with minority- and women-owned businesses by 2024

 

20% of global snacks net revenue from portion control products by 2025

 

Portion amounts and mindful snacking information on 100% of packages globally by 2025

 

 

At Mondelēz International, we have aligned our commitments to the business ambition to make snacks the right way. Several of our commitments and the work that we are doing to deliver against these commitments directly support the U.N. Sustainable Development Goals:

 

 

2021 PROXY STATEMENT | 48

Back to Contents

68%

 

100%

 

94%

ANNOUNCED GLOBAL D&I COMMITMENTS

EXCEEDED 2020 ENVIRONMENTAL TARGETS*

of cocoa volume for our chocolate brands sourced through Cocoa Life

 

palm oil certified by Roundtable on Sustainable Palm Oil

 

98% traceable to mill

 

 

 

packaging designed to be recyclable and eliminated more than 65,000 metric tonnes of packaging since 2013

doubling U.S. Black
representation in
management by 2024

 

spending $1B annually with minority- and women-owned businesses by 2024

 

appointed Chief Global Diversity & Inclusion Officer

 

 

more than 20% reduction in CO2 emissions from manufacturing

 

more than 30% reduction in total waste from manufacturing

 

more than 30% reduction in priority water usage

 

 

*baseline 2013

Every year we report the positive impact that we have on people and planet by tracking progress against our public goals. Our next update will be published later this year as part of our 2020 Snacking Made Right report, which will be available on our website, www.mondelezinternational.com. The report will demonstrate the impact of our activities, progress against our public goals and the alignment of our Snacking Made Right strategies with the U.N. Sustainable Development Goals. We are also tracking adoption of standards such as those published by the Sustainability Accounting Standards Board (“SASB”) and the Task Force on Climate-related Financial Disclosures (“TCFD”) and disclose alignment indexes to SASB and TCFD on our website. Our 2020 report will publish updated areas of alignment between those standards and our current disclosures, and we will reflect shareholder feedback as we continue to align our sustainability reporting with evolving standards. When we release our 2020 Snacking Made Right report, we will also release our consolidated EEO-1 statement, which includes the racial and gender diversity of our U.S. employees.

 

2021 PROXY STATEMENT | 49

Back to Contents

 

COMPENSATION OF NON-EMPLOYEE DIRECTORS

 

 

Review of Non-Employee Director Compensation

The Compensation Committee reviews non-employee director compensation to confirm that the compensation we offer is market competitive without being excessive. To support the Compensation Committee’s review in May 2020, at the Compensation Committee’s request, Semler Brossy:

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

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

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

Using Semler Brossy’s assessment, the Compensation Committee recommended to the Board, and the Board approved, an increase in the cash retainer of the Finance Committee Chair by $5,000 to $20,000 annually. The Board made no other changes to the non-employee director compensation program in 2020.

Summary of 2020 Compensation Elements

 

Annual Compensation Elements

Amount ($)

Annual Cash Retainer

110,000

Value of Annual Equity Retainer

175,000

Additional Cash Compensation:

 

Lead Director Retainer

30,000

Audit Committee Chair Retainer

25,000

Compensation Committee Chair Retainer

25,000

Governance Committee Chair Retainer

20,000

Finance Committee Chair Retainer

20,000

 

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

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

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. All stock grants made in 2020 to non-employee directors were significantly below this amount. See the “2020 Non-Employee Director Compensation” and “2020 Non-Employee Director Equity Awards” tables on page 52 for specific values.

 

2021 PROXY STATEMENT | 50

Back to Contents

We pay our non-employee directors their cash retainers quarterly. The Mondelēz International, Inc. 2001 Compensation Plan for Non-Employee Directors allows directors to defer 25%, 50%, 75% or 100% of their cash retainers into notional unfunded accounts. These accounts are credited with gains/losses based upon the performance of investment funds that mirror certain of the investment options available under the Thrift 401(k) Plan offered to U.S. salaried employees.

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

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

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

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

Key Provisions

Explanation of Key Provisions

Ownership expectation

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

Time to meet expectation

Five years from joining the Board as a director.

Shares counted toward ownership

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

Holding expectation

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

If a non-employee director does not meet these ownership expectations, the Lead Director will consider the non-employee director’s particular situation and may take action as deemed appropriate. As of March 12, 2021, each director serving for at least five years met or exceeded the ownership expectation.

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

 

2021 PROXY STATEMENT | 51

Back to Contents

Name

Fees Earned or

Paid in Cash(1)

($)

Stock

Awards(2)

($)

All Other

Compensation(3)

($)

Total

($)

Booth, Lewis

110,000

175,046

15,000

300,046

Bunch, Charles

122,692

175,046

15,000

312,738

Crew, Debra

110,000

175,046

10,000

295,046

Juliber, Lois

135,000

175,046

15,000

325,046

Ketchum, Mark(4)

40,495

15,000

55,495

May, Peter

110,000

175,046

285,046

Mesquita, Jorge

110,000

175,046

285,046

Neubauer, Joseph(4)

58,901

15,000

73,901

Reynolds, Fredric

135,000

175,046

15,000

325,046

Shi, Christiana

110,000

175,046

285,046

Siewert, Patrick

128,173

175,046

5,000

308,219

Todman, Michael(5)

69,808

175,046

15,000

259,854

van Boxmeer, Jean-François

129,038

175,046

304,084

(1)

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

(2)

The amounts shown in this column represent the full grant date fair value of the deferred stock unit grants in 2020 as computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. Assumptions used in the calculation of these amounts are included in Note 12 to the consolidated financial statements contained in our 2020 Form 10-K. The deferred stock units are immediately vested, but receipt of the shares is deferred until six months after the director separates from service on the Board. The 2020 Non-Employee Director Equity Awards table provides further detail on the non-employee director grants made in 2020 and the number of stock awards outstanding as of December 31, 2020.

(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 2019 but the Foundation did not match until 2020.

(4)

Effective May 13, 2020, Mr. Ketchum and Mr. Neubauer concluded their service on the Board. Their respective 2020 retainer payments were prorated based on the date their terms ended. They did not receive an annual equity grant during 2020.

(5)

Mr. Todman joined the Board effective May 13, 2020. His annual cash retainer was prorated based on the date his term began.

Name

All Stock Awards:

Number of

Shares of Stock

or Units

Granted in 2020

(#)

All Stock Awards:

Grant Date Fair

Value of Stock

or Units

Granted in 2020(1)

($)

Outstanding

Stock

Awards as of

December 31, 2020

(#)

Booth, Lewis

3,532

175,046

37,596

Bunch, Charles

3,532

175,046

18,914

Crew, Debra

3,532

175,046

12,796

Juliber, Lois

3,532

175,046

59,604

May, Peter

3,532

175,046

12,796

Mesquita, Jorge

3,532

175,046

37,960

Reynolds, Fredric

3,532

175,046

47,535

Shi, Christiana

3,532

175,046

21,662

Siewert, Patrick

3,532

175,046

37,750

Todman, Michael

3,532

175,046

3,571

van Boxmeer, Jean-François

3,532

175,046

43,710

(1)

The amounts shown in this column represent the full grant date fair value of the deferred stock units granted in 2020 as computed in accordance with FASB ASC Topic 718.

 

2021 PROXY STATEMENT | 52

Back to Contents

 

COMPENSATION DISCUSSION AND ANALYSIS

 

TABLE OF CONTENTS

 

Executive Summary

53

Our Growth Strategy

53

Performance Overview

54

Impact of COVID-19 on Compensation Plans

55

Overview of Pay Elements

55

2020 Compensation Program Design Changes

56

Executive Compensation Goals and Design Principles

56

Shareholder Engagement on Executive Compensation

57

Core Compensation Practices

58

Detailed Program Discussion

58

Total Target Compensation Mix

58

Elements of Compensation

59

How Compensation Decisions are Made

70

Compensation Governance

73

 

This CD&A details our alignment of pay with financial and strategic performance, outlines our shareholder outreach, provides an overview of compensation program design changes made for 2020, explains the guiding principles and practices upon which our executive compensation program is based and describes the compensation paid to our 2020 NEOs:

Dirk Van de Put

Chairman and

Chief Executive Officer

Luca Zaramella

Executive Vice

President and Chief

Financial Officer

Maurizio Brusadelli

Executive Vice

President and

President,

Asia, Middle East & Africa (“AMEA”)

Vinzenz Gruber

Executive Vice

President and

President,

Europe

Glen Walter

Executive Vice

President and

President,

North America

 

 

 

OUR GROWTH STRATEGY

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

The three pillars of our strategy are:

 

2021 PROXY STATEMENT | 53

Back to Contents

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

PERFORMANCE OVERVIEW

Our 2020 performance demonstrates that our strategic priorities and long-term strategy are working. Year-over-year highlights of our 2020 performance, which reflects the impact of COVID-19, include:

 

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

Our results continue to demonstrate the power of our brands, the strength of our global footprint and the potential of our strategic plan. Since Mr. Van de Put assumed the CEO role in November 2017 and developed and implemented our new strategy, our TSR performance has outpaced most of our industry peers.

Annualized Total Shareholder Return During Mr. Van de Put’s Tenure as CEO

(11/20/2017-12/31/2020)

 

We also announced an 11% dividend per share increase in the third quarter of 2020 and returned $3.1 billion of capital to shareholders during the year while continuing to make significant investments in our business. All of this was made possible through our strong cash flow results, with net cash provided by operating activities generating $4.0 billion, resulting in Free Cash Flow(1) of $3.1 billion for 2020.

 



(1)

See definition and GAAP to non-GAAP reconciliation in Annex A.

 

2021 PROXY STATEMENT | 54

Back to Contents

IMPACT OF COVID-19 ON COMPENSATION PLANS

Given the timing of our fiscal year, the Compensation Committee approved the annual and long-term incentive plans, including performance metrics and targets, in February 2020 prior to the onset of the global COVID-19 pandemic. While we monitored the impact of COVID-19 on our stakeholders, the Compensation Committee, in conjunction with management, also monitored the impact of COVID-19 on the financial and strategic metrics in both the AIP and LTIP. Analyses were done several times throughout the year and each time the Compensation Committee determined that the targets remained relevant. Therefore, we did not make any adjustments to our financial or strategic targets to account for the impacts of COVID-19.

OVERVIEW OF PAY ELEMENTS

This table identifies and describes the primary elements of the 2020 executive compensation program for our NEOs, including the alignment of each incentive plan metric with our strategy. A more detailed discussion, including definitions of the financial measures used in our AIP and PSU grants, can be found later in this CD&A and in Annex A.

 

2021 PROXY STATEMENT | 55

Back to Contents

2020 COMPENSATION PROGRAM DESIGN CHANGES

We changed our compensation program as we transitioned to a new business strategy and incorporated shareholder feedback to further align our compensation structure with long-term value creation. As previewed in our 2020 proxy statement, notable changes to our compensation programs are summarized below.

Annual Incentive Plan

Replaced Defined EPS with Defined Operating Income

Replaced the individual performance component (20% of target) of the AIP with strategic measurable KPIs

Adjusted the weightings of the metrics in the AIP to further align our compensation programs with our strategy

See page 60 for additional detail on the above changes to the 2020 AIP.

Long-Term Incentive Plan

Capped PSUs; grants will not vest above target if TSR for the performance period is negative

Increased the difficulty of earning a target PSU payout by requiring 55th percentile TSR performance relative to peers

See page 66 for additional detail on the above changes to the 2020 LTIP.

EXECUTIVE COMPENSATION GOALS AND DESIGN PRINCIPLES

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

1.

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

2.

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

3.

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

4.

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

 

 

Design Principles

Objective

How We Accomplish

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

Set substantive performance goals reflecting strategy at the beginning of performance cycles and hold executives accountable for delivering on those targets (see “Overview of Pay Elements” on page 55 for linkage of each pay element to our strategy).

Consider individual performance in achievement against strategic goals.

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

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

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

72% of our CEO’s compensation and 61% of the other NEOs’ compensation is in equity-based grants that incentivize long-term performance.

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

Our CEO’s annual target pay package is slightly below the median CEO target compensation of our 2020 Compensation Survey Peer Group.

Target compensation for our other NEOs is at or near the median of their comparable positions in our 2020 Compensation Survey Peer Group.

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

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

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

 

2021 PROXY STATEMENT | 56

Back to Contents

SHAREHOLDER ENGAGEMENT ON EXECUTIVE COMPENSATION

The Board encourages open and constructive dialogue with shareholders on executive compensation to facilitate alignment on policies and practices. At the 2020 Annual Meeting of Shareholders, over 92% of the votes cast for our say-on-pay advisory vote were in favor of our executive compensation policies and practices.

This year we continued our ongoing shareholder engagement program to solicit feedback on our strategy, governance, sustainability practices and compensation programs. In total, we reached out to shareholders representing 47% of our outstanding shares. We ultimately had conversations with 25 different shareholders, representing approximately 37% of our outstanding shares. The independent Lead Director and three members of the Compensation Committee led conversations with shareholders representing 20% of our outstanding shares.

Conversations this year focused heavily on the impact of COVID-19 on the Company’s strategy and our response to the pandemic. Shareholders were pleased with our response to COVID-19 and the steps our Board and management team took to support and protect our employees and other stakeholders.

Throughout our discussions, we heard broad support for our compensation programs. Shareholders continue to be supportive of our AIP and the metrics we use to incentivize growth. They were also supportive of our LTIP and pleased with the changes we made in both our annual and long-term incentive plans in 2020 as a result of feedback we received from shareholders during our engagement conversations in late 2019. See “2020 Compensation Program Design Changes” on page 56 for details on the specific changes made as a result of shareholder feedback.

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

 

2021 PROXY STATEMENT | 57

Back to Contents

CORE COMPENSATION PRACTICES

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

 

WHAT WE 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


 

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


 

Conduct an annual compensation risk assessment


 

Offer limited perquisites


 

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


 

Benchmark executive compensation and our performance against relevant comparators


 

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


 

Retain an independent compensation consultant to advise the Compensation Committee


 

 

WHAT WE DON’T DO

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


 

No re-pricing or exchanging underwater stock options


 

No dividends on unvested PSUs


 

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


 

No guaranteed increases to base salaries


 

No hedging, pledging and short sales of our Common Stock


 

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


 

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


 

No incentives to pursue excessively risky business strategies


 

 

TOTAL TARGET COMPENSATION MIX

The Compensation Committee places significant focus on performance-based compensation, which is provided in the form of an annual performance incentive under the AIP, and stock options and PSUs under the LTIP. Our focus on performance-based compensation rewards strong Company financial and operating performance as well as aligning the interests of our NEOs with those of our shareholders.

Below we show the 2020 total target compensation mix for our CEO and, on average, our other NEOs serving as executive officers on December 31, 2020. This compensation mix includes base pay, target annual incentive and long-term incentive grants. The majority of compensation for both the CEO and the other NEOs is at risk/variable pay.

 

2021 PROXY STATEMENT | 58

Back to Contents

ELEMENTS OF COMPENSATION

Base Salary

Overview

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

If there is a notable change in an NEO’s role and responsibilities during the year, the Compensation Committee considers whether an off-cycle increase is warranted.

2020 Compensation Actions

Except for Mr. Van de Put, each of our NEOs received a base salary increase in 2020 to reflect their level of responsibility and continued strong performance. Base salaries for all of the NEOs and increases (where applicable) are shown in the table below. After the increases for each NEO, the total target compensation opportunity provided to each NEO remains at or below the market median.

Name

2019 base salary

2020 base salary

% increase

Dirk Van de Put

$1,450,000

$1,450,000

-

Luca Zaramella

$750,000

$825,000

10.0%

Maurizio Brusadelli

€583,680

€602,700

3.3%

Vinzenz Gruber

CHF675,000

CHF710,800

5.3%

Glen Walter

$725,000

$750,000

3.4%

Annual Incentive Plan

Overview

We design our AIP to motivate our NEOs to achieve or exceed our annual financial and strategic goals. The Compensation Committee sets the formula, target, threshold and maximum annual incentive opportunities at the beginning of each year. Targets are set based on internal financial and operating plans for the year as well as external market factors. The Compensation Committee determines actual awards earned by each NEO based on the Company’s annual financial results and performance against key strategic objectives. Annual incentive award payouts can vary greatly from year-to-year based on actual performance relative to target goals.

As noted previously, in response to shareholder feedback, we made a number of significant enhancements to the 2020 AIP and shifted the weightings of several metrics:

 

2021 PROXY STATEMENT | 59

Back to Contents

Change Implemented for 2020 AIP

Rationale

Replaced Defined EPS metric with Defined Operating Income

Operating income is better aligned to our current business strategy, is how we determine if our business is operating successfully and aligns with how the business units are measured.

EPS growth is already motivated and rewarded through the LTIP.

Continues to be weighted at 20%.

Shifted the weighting of several metrics:

Organic Net Revenue Growth weighted at 15%

Defined Gross Profit Dollars weighted at 30%

Market Share Overlay impact of +/- 30pp

Increases the importance of growing the top line in the right way (focused more heavily on market share) and driving gross profit dollars to fuel our virtuous cycle of reinvestment.

Encourages driving top-line results ahead of competitors.

Replaced the individual performance component with a scorecard approach that measures progress against key strategic initiatives

Creates alignment with KPIs that are used consistently across the Company to assess and measure performance at both the corporate and region level and are directly linked to the three pillars of our strategy: growth, execution and culture.

Continues to be weighted at 20%.

KPI examples within each strategic pillar include:
Growth: snack share growth, growth in key channels
Execution: productivity, sustainability/recyclability initiatives
Culture: diversity representation, employee engagement

Annual Incentive Plan Award Formula

The Compensation Committee used the formula below to determine awards to the NEOs under the 2020 AIP.

 

Target annual incentive opportunity:

Name

Target opportunity as a % of salary

Mr. Van de Put

175%

Mr. Zaramella

100%

Mr. Brusadelli

90%

Mr. Gruber

90%

Mr. Walter

90%

 

2021 PROXY STATEMENT | 60

Back to Contents

The Compensation Committee reviews benchmark data from our Compensation Survey Peer Group (see page 71) to align with our goal of targeting each compensation element near market median. Target annual incentive opportunities remained the same for all NEOs in 2020.

The graphic below describes the 2020 AIP components:

 

Financial Performance Rating (80% Weighting)

Metrics and Alignment with Strategy

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

Performance Measure

Alignment with Strategy

Organic Volume Growth

Incentivizes balanced, high-quality growth and margin leverage by encouraging our executives to focus on positive volume growth at attractive margin levels.

Organic Net Revenue Growth

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

Defined Gross Profit Dollars

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

Defined Operating Income

Better aligns to our current business strategy than EPS and is how we determine if our business is operating successfully.

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

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

 

2021 PROXY STATEMENT | 61

Back to Contents

Target-Setting Process

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

AIP targets were approved in February 2020 prior to the onset of the COVID-19 pandemic. The Compensation Committee, in conjunction with management, monitored the impact of COVID-19 on each metric throughout the year and determined that the targets remained relevant. Therefore, we did not make any adjustments to our targets or results to reflect the impact of COVID-19.

2020 Targets and Corporate Financial Rating

To determine awards for Messrs. Van de Put and Zaramella, the Compensation Committee first evaluated the 2020 Company results against the 2020 Company performance goals listed below (U.S. dollars in millions). Overall, we achieved an above target Company performance rating of 136% under the 2020 AIP.

 

(1)

See definitions in Annex A.

(2)

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

 

2021 PROXY STATEMENT | 62

Back to Contents

2020 AMEA, Europe and North America Targets and Financial Rating

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

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

Performance Measures(1)

Weighting

 

Performance Rating

AMEA

Europe

North America

Organic Volume Growth

15%

 

114%

200%

200%

Organic Net Revenue Growth

15%

 

43%

110%

200%

Defined Gross Profit Dollars

30%

 

75%

15%

200%

Defined Operating Income

20%

 

97%

67%

200%

Free Cash Flow

20%

 

100%

155%

200%

Market Share Overlay

-/+30%

 

+30pp

+30pp

+30pp

Region Performance Rating

 

 

116%

126%

200%

Final Blended Rating

 

 

122.0%

128.0%

187.2%

(1)

See definitions in Annex A.

 

 

 

 

 

This performance resulted in the region financial performance ratings as indicated above. The final blended region rating, together with strategic KPI achievement for the respective region, determined the final 2020 annual incentive award for each region president.

Strategic KPI Objectives (20% Weighting)

When the Company created its strategic plan, it established a number of KPIs directly linked to the Company’s three strategic pillars with the measurement of corresponding long-term targets for each KPI. The long-term targets were set as stretch goals with 20% of the leadership team’s annual incentive award target aligned to these KPIs. It is important to the Company that our progress on the KPIs be assessed annually to stay on track to achieve our long-term strategic goals. This approach aligns the leadership team in delivering the right strategic outcomes for the Company and replaces the subjective Individual Performance Ratings in our AIP. Achievement on the KPIs can range from 0-200% of target.

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

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

 

2021 PROXY STATEMENT | 63

Back to Contents

Strategic Pillar

 

Assessment(1)

KPI Annual Progress

GROWTH

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

Priority Market Share: Well ahead of expectations on market share; increased by 70 basis points.

Growth Channel Progress: In line with expectations though results were mixed; higher than expected growth in our e-commerce channel (+75%) offset by lower progress in convenience stores and developing market Traditional Trade venues.

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

EXECUTION

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

Pricing to Offset Cost of Goods Sold: In line with expectations on our strategy to ensure pricing covers our input cost inflation.

Productivity: Limited annual progress in improving productivity due to additional unexpected expenses related to the COVID-19 pandemic; despite increased COVID-19 expenses, we delivered the highest net productivity in three years.

Recyclability/Sustainability: In line with expectations on recyclability as approximately 94% of our packaging is now recyclable and the percentage of cocoa volume for our chocolate brands sourced through our Cocoa Life program grew to 68%.

CULTURE

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

Depth of Talent: In line with expectations as we improved our internal talent bench more than 10% from prior years with the majority of critical roles having an identified internal successor.

Women in Leadership: Well ahead of expectations as women held 34% of executive leadership roles as of December 31, 2020, significantly closing the gap to the balance of the organization.

Employee Engagement: Well ahead of expected progress on employee engagement with current results placing us in the top 20th percentile of benchmark companies.

Strategic KPI Rating

130%

(1)

Double arrow up = significantly ahead of expected progress; arrow up = above expected progress; sideways arrow = at or near expected progress; arrow down = limited progress. Depending on results, chart may not depict all arrow types.

Final KPI Rating

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

 

Final KPI Rating

Corporate

130%

AMEA

119%

Europe

141%

North America

104%

 

2021 PROXY STATEMENT | 64

Back to Contents

Annual Cash Incentive Program Decisions

After determining the 2020 Corporate, AMEA, Europe and North America financial payout percentages and strategic KPI ratings, the Compensation Committee approved the following annual incentive cash payments:

Name

Target

Incentive

Financial

Performance

Rating

Strategic

KPI Rating

Total

Incentive

Payment

Total

Incentive

Payment as

% of Target

Mr. Van de Put

$

2,537,500

136.0%

130%

$

3,420,550

134.8%

Mr. Zaramella

$

825,000

136.0%

130%

$

1,112,100

134.8%

Mr. Brusadelli

542,430

122.0%

119%

658,510

121.4%

Mr. Gruber

CHF

639,720

128.0%

141%

CHF

835,174

130.6%

Mr. Walter

$

675,000

187.2%

104%

$

1,151,280

170.6%

 

Long-Term Incentive Plan

Overview

We design our LTIP to incentivize our NEOs to focus on critical performance objectives that we believe will translate into sustainable shareholder returns over the long term. Grants made under our 2020 long-term incentive program were entirely in equity using the same mix used in 2019: 75% PSUs and 25% stock options.

Vehicle

Weight

Structure

Purpose

PSUs

75%

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

3-year cliff vest

1-year holding requirement post vest

Strengthens retention

Facilitates stock ownership when earned

Aligns long-term interests with those of shareholders

Stock Options

25%

3-year ratable vest

10-year term

1-year holding requirement post exercise

Requires share price appreciation for value creation

Facilitates stock ownership

Aligns long-term interests with those of shareholders

2020 Equity Grants to NEOs

The table below shows the 2020 equity grants to our NEOs. In determining each grant, the executive’s level of responsibility, individual and Company performance, external market positioning and recommendations from the CEO were all taken into account by the Compensation Committee.

Name

2020 Annual Equity Grants(1)

PSUs

 

Stock Options

#

$(2)

#

$(2)

Mr. Van de Put

139,740

8,250,000

 

232,900

2,750,000

Mr. Zaramella

39,390

2,325,000

 

65,640

775,000

Mr. Brusadelli

29,220

1,725,000

 

48,700

575,000

Mr. Gruber

27,950

1,650,000

 

46,580

550,000

Mr. Walter

27,950

1,650,000

 

46,580

550,000

(1)

The grant date for the annual equity grants was February 20, 2020. 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, 2022.

(2)

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

 

2021 PROXY STATEMENT | 65

Back to Contents

We present the actual equity grants, including grant date fair value, in the 2020 Summary Compensation Table and 2020 GOPBAT under “Executive Compensation Tables” beginning on page 75. Our 2020 annual equity grant date was the regularly scheduled Compensation Committee meeting following the release of our annual financial results. The exercise price for all stock option grants equals the closing stock price on the grant date.

Performance Share Units (75%)

Overview

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

The Compensation Committee approves performance targets for a three-year performance cycle when it grants PSUs. At the end of the three-year performance cycle, the grants will only vest if the Compensation Committee certifies that Company results meet or exceed the performance thresholds set at the beginning of the cycle. The number of shares earned by an executive depends on the Company’s achievement of key financial measures and annualized TSR relative to the median of our Performance Peer Group. Vested PSUs are settled in shares of our Common Stock in the first quarter following the end of the performance cycle. Dividend equivalents accrue during the performance period and are paid in cash after the shares are issued based on the actual number of shares earned.

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

Changes made to PSUs in 2020

As noted earlier, in response to shareholder feedback, beginning with grants made in 2020, we made two enhancements to our LTIP to further align our executives’ interests with our shareholders’ interests:

Increased the difficulty of earning a target PSU payout by requiring 55th percentile TSR performance relative to peers

Enhanced the rigor of the portion of the long-term equity award that is earned based on relative TSR

Capped PSUs; grants will not vest above target if TSR for the performance period is negative

2020-2022 Metrics and Weighting

The table below describes the performance measures and weightings for the 2020-2022 PSUs and outlines how those measures align with our strategy. In selecting the metrics, the Compensation Committee seeks to incentivize behavior consistent with achieving our long-term growth objectives and to align the interests of our executives with the interests of our shareholders. The Compensation Committee considered several financial metrics for the most recent performance period and ultimately decided to use Organic Net Revenue Growth and Adjusted EPS Growth, as in prior years, because these two metrics promote growth and overall financial performance.

Measures

Weighting

Alignment with Strategy

Organic Net Revenue Growth

25%

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

Adjusted EPS Growth

25%

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

Annualized Relative TSR

50%

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

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

Metric Achievement:

Below Threshold

Threshold

Target

Max

Shares Earned (as a percentage of target):

0%

50%

100%

200%

 

2021 PROXY STATEMENT | 66

Back to Contents

2020-2022 Targets and Target Setting Process

For the 2020-2022 PSU grant, the target set for Annualized Relative TSR is the 55th percentile of the Performance Peer Group. The Compensation Committee sets our financial performance targets for Organic Net Revenue Growth and Adjusted EPS Growth based on annual average growth rates while also taking into consideration our long-term strategic plan and external guidance. Targets were set in February 2020 before the global outbreak of COVID-19. The Compensation Committee, in conjunction with management, monitored the impact of COVID-19 on the Organic Net Revenue Growth and Adjusted EPS Growth targets throughout the year and determined that the targets remained relevant. Therefore, we did not make any adjustments to our targets at any point throughout the year as a result of the COVID-19 pandemic.

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 “2018-2020 Performance Cycle Results and Shares Earned” on page 68). Revealing specific targets prospectively would provide competitors and other third parties with insights into our confidential planning process and strategies and potentially harm us competitively. We design our financial performance targets to be challenging, and there is no guarantee that any shares will be earned or that grants will pay out at or above target.

We provide directional guidance to assist shareholders in determining if our prospective performance targets are rigorous when evaluating our compensation programs. Below is the directional guidance on the prospective performance target, threshold and maximum for each metric in our 2020-2022 performance cycle.

Metrics

Threshold

 

Target

Max

Organic Net Revenue Growth

1.3pp below target

 

Greater than 3.5%

1.2pp above target

Adjusted EPS Growth

1.2pp below target

 

Greater than 7%

2.5pp above target

Annualized Relative TSR

25th percentile

 

55th percentile

90th percentile

The performance measures for cash awards under our AIP and for share grants related to our PSUs both include Organic Net Revenue Growth as a metric. 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 to achieve this strategic goal and is a key driver impacting our operational and financial performance and advancing our strategic plan.

The Compensation Committee 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) three years following the date of grant. 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.

As described in “Annual Incentive Plan” on page 59, the Compensation Committee replaced Defined EPS with Defined Operating Income in the AIP beginning in 2020, so EPS performance is no longer duplicated between the annual and long-term incentive plans. However, growth is a key element of our strategy, so the Compensation Committee determined it was appropriate for Organic Net Revenue Growth to remain a metric in both the annual and long-term incentive plans.

 

2021 PROXY STATEMENT | 67

Back to Contents

2018-2020 Performance Cycle Results and Shares Earned

The following chart details:

the key financial measures, weightings and performance standards the Compensation Committee set in 2018;

our actual performance over the 2018-2020 performance cycle; and

the final business performance rating approved by the Compensation Committee at the conclusion of the 2018-2020 performance cycle.

The Compensation Committee did not apply any discretion to adjust the final business performance rating for the 2018-2020 performance cycle and no adjustments were made for the impact of COVID-19. Based on the Company’s three-year results, we achieved an above target performance rating of 193% for the 2018-2020 PSU awards. Actual results for the 2018-2020 performance cycle included:

Key Performance Measures

Weighting

Threshold

Target

Maximum

2018-2020 Performance

Cycle Results

Actual

Payout Percentage

Organic Net Revenue Growth(1)

25%

1.4%

2.4%

3.6%

3.4%

183%

Adjusted EPS Growth(1)

25%

6.0%

7.3%

10.0%

11.2%

200%

Annualized Relative TSR(2)

50%

25th percentile

Median

90th percentile

88th percentile

193%

Final Business Performance Rating

 

 

 

 

193%

(1)

See definition in Annex A.

(2)

In determining our Annualized Relative TSR performance, we used our 2020 Performance Peer Group (see “Performance Peer Group” on page 71).

Based on target awards and the performance rating, the shares earned (before taxes) for each NEO for the 2018-2020 performance cycle were as follows:

Name

Shares Earned

Mr. Van de Put

299,421

Mr. Zaramella

59,773

Mr. Brusadelli

69,866

Mr. Gruber

24,125

Mr. Walter

69,866

 

Other Outstanding Performance Share grants

While the 2018-2020 PSU grant just vested, two additional PSU grants remain outstanding as of the end of 2020 and have the following characteristics:

 

2018

2019

2020

 

2021

2022

2023

2024

2018-2020

75% of long-term incentive value

Based on achievement of Organic Net Revenue Growth, Adjusted EPS Growth and Relative TSR targets.

Results certified in February 2021; above target performance rating of 193%.

Shares earned are subject to a 1-year holding period post vest

 

 

 

 

2019-2021

75% of long-term incentive value

Based on achievement of Organic Net Revenue Growth, Adjusted EPS Growth and Relative TSR targets.

At December 31, 2020, performance was projected to be above target level.

Shares earned are subject to a 1-year holding period post vest

 

 

 

 

2020-2022

75% of long-term incentive value

Based on achievement of Organic Net Revenue Growth, Adjusted EPS Growth and Relative TSR targets.

At December 31, 2020, performance was projected to be slightly above target level.

Shares earned are subject to a 1-year holding period post vest

 

2021 PROXY STATEMENT | 68

Back to Contents

Stock Options (25%)

25% of our NEOs’ long-term incentive is delivered in the form of stock options that vest ratably over 3 years and have a term of 10 years. The Board 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.

Other Compensation Elements

Deferred Compensation

In 2020, 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 Compensation Committee 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 Compensation Committee 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, based on the findings of an independent, third-party security study, we require our CEO to use a private (non-commercial) aircraft for both business and personal travel. Use of a private aircraft enhances personal safety and increases the time available for business purposes for our CEO, 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 Summary Compensation Table list the perquisites we provided to our NEOs in 2020. We do not provide our NEOs with tax gross-ups on perquisites or health and welfare benefits.

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 two tax-qualified plans: the Mondelēz Global LLC Retirement Plan (“Retirement Plan”) and the Mondelēz Global LLC Thrift Plan (“Thrift Plan”). The Retirement Plan was closed to new participants in 2009; as a result, none of our NEOs participate in that plan. Accruals under the Retirement Plan and the defined benefit portion of the Supplemental Plan (as defined below) ceased December 31, 2019. U.S. salaried employees who are not eligible to participate in the Retirement Plan receive a Company contribution based on a percentage of eligible compensation under the 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 Retirement Plan or 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 Retirement Plan participant’s benefit exceeds the limits under Section 415 of the Code.

The Compensation Committee 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 Compensation Committee believes our NEOs should receive the same defined benefit accruals, 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 whether the NEO has elected to defer compensation.

 

2021 PROXY STATEMENT | 69

Back to Contents

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 83.

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 the 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 83.

HOW COMPENSATION DECISIONS ARE MADE

Role of Peer Groups

The Compensation Committee uses two different groups of companies to: i) benchmark executive compensation, market practices and compensation design; and ii) assess relative performance.

Compensation Survey Peer Group

The Compensation Committee 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. Aggregate pay level benchmarking data for all elements of compensation, including salary, target bonus, total target cash, long-term incentive and target total pay, is provided for each NEO role by Aon Hewitt (“Aon”), and at the request of the Compensation Committee, the Compensation Committee’s consultant reviews and evaluates the Aon data. Separately, market data for the CEO is reviewed independently from the Aon data. Other factors considered in NEO compensation decisions include individual performance, responsibilities, leadership, years of experience, Company performance and long-term growth potential.

We routinely review the selection criteria and companies in our Compensation Survey Peer Group. In late 2019, the Compensation Committee reviewed the Compensation Survey Peer Group to ensure all companies were still meeting the original criteria for selection. This review resulted in the removal of Newell Brands from the peer group. The table on the following page shows our criteria for choosing the Compensation Survey Peer Group and how it is used.

 

2021 PROXY STATEMENT | 70

Back to Contents

How the Compensation Survey Peer Group Was Chosen

2020 Compensation Survey Peer Group(1)

How We Use the Compensation Survey Peer Group(2)

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

Considerable global presence with sales and operations outside of the United States

Primarily consumer facing

Market-leading brands

Incorporated in the United States

Company structure

3M Company

The Coca-Cola Company

Colgate-Palmolive Company

The Estee Lauder Companies Inc.

General Mills Inc.

Johnson & Johnson

The Kellogg 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 long-term incentive awards