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UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, DC 20549

 

SCHEDULE 14A

 

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

(Amendment No.     )

 

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

 

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

 

Mondelēz International. Inc.

 

 

(Name of Registrant as Specified in Its Charter)

 

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

 

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



LETTER FROM OUR CHAIRMAN
AND CHIEF EXECUTIVE OFFICER

 

 

April 6, 2023

Dirk Van de Put

Chairman & CEO

 

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

 

Dear Fellow Shareholders,

In 2022, Mondelēz International celebrated its 10th anniversary. We marked that special occasion by delivering another year of strong growth, enabling robust free cash flow generation, while returning approximately $4 billion in capital to shareholders. Since our founding in 2012, we have delivered a total shareholder return (“TSR”) of approximately 193%, significantly above our peer average(1). We’re pleased but not satisfied with this strong performance throughout our first decade - and we’re confident that we can continue to deliver robust results in the years ahead. We deeply appreciate your investment in our Company and your continued support for our strategy.

When we separated from Kraft Foods more than 10 years ago, we were excited about creating a pure-play snacking company, investing in high-growth brands. After embedding a culture of cost discipline, we successfully shifted our focus to step-changing our topline growth performance with our leading brands. Now, as we enter our second decade, we have further refined our long-term strategy to accelerate growth – prioritizing our fast-growing core categories of chocolate, biscuits and baked snacks.

We call our refined strategy “Vision 2030” because we envision achieving global snacking leadership and our people are passionate about bringing our vision to life. To get there, we have outlined four key pillars:

Growth: Accelerating growth and focusing our portfolio to generate about 90% of revenue in the attractive resilient core categories of chocolate, biscuits and baked snacks.

Execution: Investing more than $1 billion to become the digital snacks leader – aiming to deliver 20% of revenues from digital channels by 2030 – while advancing future-forward commercial growth capabilities and a customer-centric supply chain.

Culture: Strengthening our local-first operating model to further empower employees, promote a growth culture, and continue to build a team of deep and diverse talent.

Sustainability: Helping to drive positive change at scale across our key environmental, social and governance priorities.


(1)

Source: FactSet as of December 31, 2022 for the 2022 Proxy Performance Peer Group. See page 87 for additional details on our performance peer group. Note: TSR defined as the compound total return to shareholders with normal-course dividends reinvested. Peer average excludes Mondelēz International.

   
2023 PROXY STATEMENT  |  1

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

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

Chipita provides an important platform to further accelerate growth in biscuits and baked snacks, including new choco-bakery innovations.

Clif Bar & Company expands our global snack bar business to more than $1 billion.

Ricolino, Mexico’s leading confectionary company, doubles the size of our Mexican business and more than triples our routes to market in the priority growth market of Mexico.

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

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

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

(2)

Reported performance against our women in leadership goal covers the period from January 1, 2020 to December 31, 2022, and includes acquisitions/ventures globally announced in 2021 or earlier.

(3)

Reported performance against our Black management representation goal in the U.S. covers the period from January 1, 2020, to December 31, 2022, and includes acquisitions/ventures in the U.S. announced in 2021 or earlier.

   
2023 PROXY STATEMENT  |  2

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

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

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

Best wishes,

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

   
2023 PROXY STATEMENT  |  3

LETTER FROM OUR LEAD DIRECTOR

 

 

April 6, 2023

Patrick T. Siewert

Lead Director

 

“We remain committed to providing thoughtful, independent oversight and counsel on the Company’s strategy and operations – while continuing to promote our strong governance culture...”

 

Dear Fellow Shareholders,

I am pleased to report that Mondelēz International delivered strong results in 2022, and on behalf of the Board of Directors, to reinforce our confidence that our Company has the right strategy, the right products and the right people to drive robust results in the years ahead. We remain committed to providing thoughtful, independent oversight and counsel on the Company’s strategy and operations – while continuing to promote our strong governance culture as well as our focus on making a positive impact on the consumers, customers and communities we serve.

In 2022, Mondelēz International announced Vision 2030 – a refined long-term strategy to advance our global snacking leadership as the Company enters its second decade. Building upon its enduring strategic pillars of Growth, Execution and Culture, the Company elevated Sustainability to become its fourth strategic pillar and rolled out an exciting evolution to enhance its focus and accelerate growth.

In announcing Vision 2030, the Company reaffirmed its portfolio reshaping strategy – with the goal of achieving 90% of revenue from its core categories of chocolate, biscuits and baked snacks. As a Board, we believe that focusing on these attractive, resilient categories will enable the Company to extend its leadership in key snacking occasions, while growing household penetration and consumption around the world. We look forward to continuing to partner closely with Chairman and CEO Dirk Van de Put and the broader executive team to satisfy consumers’ rising preference for snacking and to capitalize on new and emerging opportunities in baked snacks, including snack bars, cakes and pastries.

In elevating Sustainability to the fourth pillar of our long-term strategy, the Company and the Board affirmed our belief that helping to drive positive change at scale is an integral part of value creation – with positive returns for all our stakeholders – and we are pleased with the progress that Team MDLZ already has delivered. For example, in late 2022, the Company launched the next chapter of Cocoa Life – its program designed to help lift up the people and restore the landscapes where cocoa grows – with an incremental investment of $600 million, bringing its total investments to $1 billion by 2030. Additionally, Mondelēz International continued to expand its use of renewable energy to reduce Scope 1 and 2 greenhouse gas emissions, while advancing its Light & Right Packaging strategy, with ~95% of packaging designed for recyclability.


   
2023 PROXY STATEMENT  |  4

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

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

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

Overall, our nine director nominees include three women, represent several national origins, range in age from 57 to 74, and collectively bring a myriad of professional and life experiences to the Board. One director nominee self-identifies as Asian, two director nominees self-identify as Black and six self-identify as white. As Mondelēz International continues to execute its strategy, the Board is well-equipped to create long-term value for our shareholders.

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

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

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

Sincerely,

Lead Director
Mondelēz International, Inc.

   
2023 PROXY STATEMENT  |  5

NOTICE OF 2023 ANNUAL MEETING OF SHAREHOLDERS

 
   

TIME AND DATE

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

Venue
Virtual Annual Meeting www.virtualshareholdermeeting.com/MDLZ2023

Record Date
March 8, 2023

905 West Fulton Market, Suite 200
Chicago, IL 60607

ITEMS OF BUSINESS:

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

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

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

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

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

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

 

 

 

 

 

 

WHO MAY VOTE:

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

DATE OF DISTRIBUTION:

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

On or about April10, 2023, we expect to mail the Proxy Statement, Proxy Card and Annual Report on Form 10-K for the year ended December 31, 2022, to shareholders who previously elected to receive a paper copy of the Proxy Materials.

 

FORMAT OF THE ANNUAL MEETING OF SHAREHOLDERS:

The Board of Directors (the “Board”) has determined that we will hold a virtual 2023 Annual Meeting of Shareholders (the “Annual Meeting”) via webcast. We have designed the format of the Annual Meeting so that shareholders have the same rights and opportunities as they would have at a physical meeting for meaningful engagement with the Company.

Access to the Webcast of the Annual Meeting: The webcast of the Annual Meeting will begin at 9:00 a.m. CDT on May17, 2023. Online access to the webcast will open 15 minutes prior to the start of the Annual Meeting to allow time for shareholders to log in and test their device’s system. A recording of the Annual Meeting will be available following the meeting in the investor relations section of our website at www.mondelezinternational.com.

   
2023 PROXY STATEMENT  |  6

Log-In Instructions: To attend the Annual Meeting, shareholders will need to log in to www.virtualshareholdermeeting.com/MDLZ2023 using the 16-digit control number shown on their Notice of Internet Availability of Proxy Materials, Proxy Card or voting instruction form (“VIF”).

Submitting Questions at the Annual Meeting: An online portal is available to shareholders at www.proxyvote.com, where they can view and download our Proxy Materials and our Annual Report on Form 10-K for the year ended December 31, 2022. On the day of, and during, the Annual Meeting, shareholders can view our agenda and meeting procedures and submit questions on www.virtualshareholdermeeting.com/MDLZ2023. Shareholders must have their 16-digit control number to submit questions. Shareholders can raise questions about the items of business for the meeting, and, after the business portion of the Annual Meeting concludes and the meeting is adjourned, shareholders will have another opportunity to raise general questions.

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

Technical Assistance: We encourage shareholders to access the meeting before the start time. If you encounter any difficulties accessing the meeting or during the meeting time, please call 1-844-986-0822 (U.S.) or 1-303-562-9302 (International).

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

 

Ellen M. Smith
Senior Vice President & Chief Counsel, Chief Compliance Officer & Corporate Secretary
April 6, 2023

 

 

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

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

HOW TO VOTE

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

VIA THE
INTERNET

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

WITH YOUR MOBILE DEVICE

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

BY TELEPHONE

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

BY MAIL

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

   
2023 PROXY STATEMENT  |  7

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

FORWARD-LOOKING STATEMENTS

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

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

The information included in, and any issues identified as material for purposes of, this document may not be considered material for SEC reporting purposes. In the context of this disclosure, the term “material” is distinct from, and should not be confused with, such term as defined for SEC reporting purposes. In addition, historical, current and forward-looking sustainability-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.

   
2023 PROXY STATEMENT  |  8

TABLE OF CONTENTS

 

 

LETTER FROM OUR CHAIRMAN AND CHIEF EXECUTIVE OFFICER

1

LETTER FROM OUR LEAD DIRECTOR

4

NOTICE OF 2023 ANNUAL MEETING OF SHAREHOLDERS

6

PROXY STATEMENT SUMMARY

10

2023 Annual Meeting of Shareholders

10

How to Vote in Advance of the Meeting

10

Items of Business

11

About Mondelēz International

12

Director Nominees

12

Our Governance Framework

14

Executive Compensation

16

ITEM 1. ELECTION OF DIRECTORS

18

How We Build an Experienced and Qualified Board

18

Director Skills

21

Shareholder Recommendations for Director Candidates

23

Shareholders Elect Directors Annually

23

Director Nominees for Election at the Annual Meeting

24

CORPORATE GOVERNANCE

33

Governance Guidelines

33

Director Onboarding and Education

35

Board Leadership Structure

36

Director Independence

38

Board Oversight of Strategy

39

Board Oversight of Risk Management

39

Board Oversight of Human Capital Management and Corporate Culture

41

Meeting Attendance

43

Codes of Conduct

44

Where to Find More Information

44

Review of Transactions with Related Persons

45

Shareholder Outreach and Communication with the Board

46

BOARD COMMITTEES AND MEMBERSHIP

47

Committee Membership

47

Audit Committee

48

Finance Committee

51

Governance, Membership and Sustainability Committee

52

People and Compensation Committee

54

OUR DISTINCTIVE APPROACH TO ENVIRONMENTAL AND SOCIAL ISSUES

58

Our Strategic Focus Areas

58

Board Oversight and Governance of ESG

59

Our Goals

59

United Nations Sustainable Development Goals

60

ESG Reporting

60

COMPENSATION OF NON-EMPLOYEE DIRECTORS

61

COMPENSATION DISCUSSION AND ANALYSIS

65

Executive Summary

65

Detailed Program Discussion

72

Compensation Governance

90

EXECUTIVE COMPENSATION TABLES

94

2022 Summary Compensation Table

94

2022 Grants of Plan-Based Awards

96

2022 Outstanding Equity Awards at Fiscal Year-End

97

2022 Options Exercised and Stock Vested

99

2022 Pension Benefits

99

Retirement Benefit Plan Description

100

2022 Non-Qualified Deferred Compensation Benefits

100

Potential Payments Upon Termination or Change in Control

102

PEOPLE AND COMPENSATION COMMITTEE REPORT FOR THE YEAR ENDED DECEMBER 31, 2022

108

CEO PAY RATIO

109

PAY VERSUS PERFORMANCE

110

OWNERSHIP OF EQUITY SECURITIES

114

Delinquent Section 16(a) Reports

115

ITEM 2. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

116

ITEM 3. ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE EXECUTIVE COMPENSATION

117

ITEM 4. RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR FISCAL YEAR 2023

118

Review of Independent Registered Public Accountants

118

Selection of Independent Registered Public Accountants

119

SHAREHOLDER PROPOSALS

120

ITEM 5. SHAREHOLDER PROPOSAL

121

Require Independent Chair of the Board

121

ITEM 6. SHAREHOLDER PROPOSAL

124

Publish Annual Benchmarks for Achieving Company’s 2025 Cage-Free Egg Goal

124

ITEM 7. SHAREHOLDER PROPOSAL

127

Adopt Public Targets to Eradicate Child Labor in Cocoa Supply Chain

127

OTHER MATTERS THAT MAY BE PRESENTED AT THE ANNUAL MEETING

130

FREQUENTLY ASKED QUESTIONS ABOUT THE ANNUAL MEETING AND VOTING

131

Voting Instructions to Proxies

131

Attending and Voting at the Annual Meeting

131

Getting Information and Asking Questions Before and During the Annual Meeting

131

Frequently Asked Questions About the Annual Meeting and Voting

132

2024 ANNUAL MEETING OF SHAREHOLDERS

138

Shareholder Nominations and Proposals for the 2024 Annual Meeting

138

ANNEX A: FINANCIAL MEASURES DEFINITIONS

A-1

GAAP to Non-GAAP Reconciliations

A-5

   
2023 PROXY STATEMENT  |  9

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PROXY STATEMENT SUMMARY

 

 

This summary highlights select information contained elsewhere in this Proxy Statement. You should read the entire Proxy Statement carefully and consider all available information before voting. For more complete information regarding the Company’s 2022 performance, please see our Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Form10-K”).

2023 Annual Meeting of Shareholders

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

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

Record Date March 8, 2023.

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

Shareholders may pre-register to attend the meeting, vote and submit questions by visiting www.virtualshareholdermeeting.com/
MDLZ2023 and using the 16-digit control number shown on their Notice of Internet Availability of Proxy Materials, Proxy Card or VIF.

 

How to Vote in Advance of the Meeting

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

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

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

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

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

   
2023 PROXY STATEMENT  |  10

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Items of Business

Item

Voting Choices

Board’s Voting

Recommendation

More

Information

Company Proposals:

Item 1.

Election of nine director nominees named in the Proxy Statement

With respect to each nominee:

For

Against

Abstain

FOR

All Nominees

Page 18

Item 2.

Advisory vote to approve executive compensation

For

Against

Abstain

FOR

Page 116

Item 3.

Advisory vote on the frequency of future advisory votes to approve executive compensation

One Year

Two Years

Three Years

Abstain

ONE YEAR

Page 117

Item 4.

Ratification of the selection of PricewaterhouseCoopers LLP as independent registered public accountants for the fiscal year ending December 31, 2023

For

Against

Abstain

FOR

Page 118

Shareholder Proposals:

Item 5.

Require independent chair of the board

For

Against

Abstain

AGAINST

Page 121

Item 6.

Publish annual benchmarks for achieving Company’s 2025 cage-free egg goal

For

Against

Abstain

AGAINST

Page 124

Item 7.

Adopt public targets to eradicate child labor in cocoa supply chain

For

Against

Abstain

AGAINST

Page 127

Transact any other business properly presented at the meeting.

   
2023 PROXY STATEMENT  |  11

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About Mondelēz International

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

 

 

Director Nominees

ELECTION OF DIRECTORS – NOMINEES

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

   
2023 PROXY STATEMENT  |  12

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Director Nominees at a Glance

Lewis W.K. Booth

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

Director since 2012

White/Male

Age: 74

INDEPENDENT

Charles E. Bunch

Retired Executive Chairman,
PPG Industries, Inc.

Director since 2016

White/Male

Age: 73

INDEPENDENT

Ertharin Cousin

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

Director since 2022

Black/Female

Age: 65

INDEPENDENT

     

Jorge S. Mesquita

Former Chief Executive Officer,
BlueTriton Brands, Inc.

Director since 2012

White/Male

Age: 61

INDEPENDENT

Anindita Mukherjee

Chairwoman and
Chief Executive Officer,
Pernod Ricard North America

Director since 2023

Asian/Female

Age: 57

INDEPENDENT

Jane Hamilton Nielsen

Chief Operating Officer and
Chief Financial Officer,
Ralph Lauren Corporation

Director since 2021

White/Female

Age: 58

INDEPENDENT

     

Patrick T. Siewert

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

Director since 2012

Lead Director since 2022

White/Male

Age: 67

INDEPENDENT

Michael A. Todman

Former Vice Chairman,
Whirlpool Corporation

Director since 2020

Black/Male

Age: 65

INDEPENDENT

Dirk Van de Put

Chairman and
Chief Executive Officer,
Mondelēz International, Inc.

Director since 2017

White/Male

Age: 62

 

We Value the Diversity of our Director Nominees

   
2023 PROXY STATEMENT  |  13

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Our Governance Framework

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

Our governance practices and policies enhance the effectiveness and accountability of our Board and promote the Company’s long-term success. Key aspects of our corporate governance framework are highlighted below. You can find additional detail under “Corporate Governance” beginning on page 33, “Compensation Governance” on page 90, and “2024 Annual Meeting of Shareholders” on page 138.

Key Practice or Policy

Benefits

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

Engages in planning and approval of meeting schedules and agendas;

Presides over regular executive sessions of independent directors;

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

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

Consults with major shareholders.

A highly effective and engaged independent Lead Director:

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

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

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

Facilitates effective communication and interaction between the Board and management;

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

Provides feedback to management regarding Board concerns and information needs.

Majority Independent Board.

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

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

Provides independent Board oversight of management on behalf of shareholders.

Board composed entirely of independent directors, with the exception of the CEO.

Committees composed entirely of and chaired by independent directors.

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

Promotes continuous process improvement of the Board and committees.

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

Tenure and Retirement Policies. Non-employee directors have a term limit of 15 years and will not be nominated for election to the Board after their 75th birthday.

Promotes ongoing Board evolution and refreshment.

Annual Election of Directors. Shareholders elect directors annually by majority vote in uncontested elections.

Strengthens Board, committee and individual director accountability.

   
2023 PROXY STATEMENT  |  14

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Key Practice or Policy

Benefits

Proxy Access. Shareholders that own 3% or more of our outstanding Common Stock continuously for at least three years may nominate up to two director nominees to our Proxy Statement.

Strengthens Board accountability and encourages engagement with shareholders regarding Board composition.

 

Special Meeting of Shareholders. The holders of at least 20% of the voting power of our outstanding Common Stock may call a special meeting of shareholders.

Strengthens Board accountability and encourages engagement with shareholders regarding important matters.

Regular Shareholder Engagement.

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

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

Following our 2022 Annual Meeting of Shareholders, we reached out to shareholders representing nearly 51% of our outstanding shares, and engaged with 17 different shareholders that collectively represent approximately 30% of our outstanding shares. The independent Lead Director met with shareholders representing approximately 19% of our outstanding shares.

This practice provides open channels of communication with our shareholders and helps ensure we regularly consider and respond to feedback on the Company’s strategy, corporate governance, compensation and environmental, social and governance (“ESG”) practices.

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

Aligns directors’ and shareholders’ long-term interests.

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

Eliminates the opportunity to benefit from a decrease in our stock price.

   
2023 PROXY STATEMENT  |  15

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Executive Compensation

OVERVIEW OF PAY ELEMENTS

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

 

(1)

See definitions in Annex A.

(2)

Based on SPI goals, including ESG goals. See Strategic Progress Indicators on page 77 for detail on the 2022 SPI goals.

 

 

 

2022 COMPENSATION PROGRAM DESIGN CHANGES

We did not make any material changes to our 2022 design relative to our design in 2021. Our program remains aligned with our compensation strategy and reflects ongoing shareholder feedback.

   
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TOTAL TARGET COMPENSATION MIX

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

Below we show the 2022 total target compensation mix for our CEO and, on average, our other NEOs. This compensation mix includes base pay, target annual incentive and long-term incentive grants. A significant portion of compensation for both the CEO and the other NEOs is at risk/variable pay.

 

2022 Target Compensation

 

   
2023 PROXY STATEMENT  |  17

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ITEM 1. ELECTION OF DIRECTORS

How We Build an Experienced and Qualified Board

OBJECTIVE

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

HOW WE GET THERE

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

The Governance Committee considers the factors below when selecting and recruiting directors in the annual nomination process. This year, the Board is renominating nine incumbent directors. Ms. Juliber and Ms. Shi will not stand for re-election at the Annual Meeting. Effective as of the Annual Meeting, the size of the Board will be reduced to nine.

Relevant Qualifications, Knowledge and Experience

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

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

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

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

the candidate’s professional experience and educational background;

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

whether the candidate meets various independence requirements, including whether his or her service on boards and board committees of other organizations is consistent with our conflicts of interest policy; and

whether the candidate can devote sufficient time and effort to fulfill a director’s responsibilities to the Company given his or her other commitments.

See Key Competencies on page 20.

   
2023 PROXY STATEMENT  |  18

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Individual Director Self-Assessments

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

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

Board Refreshment Through Director Tenure and Age Limits

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

Our Guidelines provide that non-employee directors have a term limit of 15 years. In addition, non-employee directors will not be nominated for re-election to the Board after they reach age 75.

 

The current Board composition reflects the Board’s commitment to ongoing refreshment and the importance of maintaining a balance of tenure and experience. Ms. Juliber has reached her term limit and will not be renominated for election at the Annual Meeting.

The Board Seeks and Values Diversity

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

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

 

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

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

2023 PROXY STATEMENT  |  19

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BOARD COMPOSITION: DIRECTOR QUALIFICATIONS, KNOWLEDGE AND EXPERIENCE

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

Key Competencies

Relevant Experience

INDUSTRY

EXPERIENCE

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

Food and beverage

Consumer products

Global food strategies

SIGNIFICANT

OPERATING

EXPERIENCE

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

CEO/COO

Manufacturing operations

Retail operations

Technology/information technology strategy

LEADERSHIP

EXPERIENCE

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

CEO/COO or other leadership positions at complex organizations

M&A/alliances/partnerships

Strategic planning

Talent assessment and people development/compensation

SUBSTANTIAL

GLOBAL BUSINESS

AND OTHER INTERNATIONAL EXPERIENCE

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

Developed markets

Emerging markets

Government affairs/regulatory compliance

ACCOUNTING

AND FINANCIAL

EXPERTISE

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

CFO

M&A/alliances/partnerships

Financial acumen/capital markets

Cost management

PRODUCT RESEARCH,

DEVELOPMENT

AND MARKETING

EXPERIENCE

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

Consumer insights and analytics

Research & development

Innovation

New media/digital technology/digital commerce

   
2023 PROXY STATEMENT  |  20

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Key Competencies

Relevant Experience

PUBLIC

COMPANY BOARD

AND CORPORATE

GOVERNANCE

EXPERIENCE

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

CEO/COO/other governance leadership positions

Government affairs/regulatory compliance

Public company board service

Corporate governance knowledge

Risk oversight

 

Director Skills

Director Nominee Skills & Experience

Industry Experience

 

 

 

Significant Operating Experience

Leadership Experience

Substantial Global Business and Other International Experience

Accounting and Financial Expertise

 

 

 

Product Research, Development and Marketing Experience

 

 

 

Public Company Board and Corporate Governance Experience

 

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

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

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

 

BOARD REFRESHMENT THROUGH DIRECTOR TENURE AND AGE LIMITS

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

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

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

 

THE BOARD SEEKS AND VALUES DIVERSITY

The Board values diversity, equity and inclusion (“DEI”), and the Board’s diversity is an important aspect of the director recruitment and nomination process. When assembling the pool of candidates from which directors are selected, the Governance Committee considers criteria including gender, race, ethnicity, national origin and geographic location, as diversity in those characteristics promotes a breadth of views, knowledge, experience and background that contributes to more informed and effective decision-making. The Guidelines state that as part of the search process for each new director, the Governance Committee must actively seek out (and instruct any search firm it engages to provide) women and minority candidates to include in the pool from which director nominees are chosen. As part of its annual assessment of the Board’s composition, the Governance Committee also evaluates the effectiveness of the Board’s efforts to promote diversity. The ultimate selection of directors from the candidate pool depends on a variety of factors, which are discussed under “How We Build an Experienced and Qualified Board” on page 18 and “Board Composition: Director Qualifications, Knowledge and Experience” on page 20.

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

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

2023 PROXY STATEMENT  |  22

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2023 Board Nominee Diversity Matrix (As of March 8, 2023)

Total Number of Directors

9

 

Female

Male

Part I: Gender Identity

Directors

3

6

Part II: Demographic Background

African American or Black

1

1

Asian

1

0

White

1

5

Shareholder Recommendations for Director Candidates

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

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

Shareholders Elect Directors Annually

Directors are elected annually by a majority of votes cast if the election is uncontested. The terms of all directors elected at the Annual Meeting are scheduled to end at the 2024 Annual Meeting of Shareholders or when a director’s successor has been duly elected and qualified.

The Governance Committee recommended, and the Board nominated for election at the Annual Meeting, the nine individuals introduced below. Ms. Mukherjee, who was appointed to the Board in January 2023, was recommended for consideration by Russell Reynolds Associates, an international executive search firm, to assist in the identification and assessment of potential director candidates. Shareholders most recently elected ten incumbent directors to one-year terms at the 2022 Annual Meeting of Shareholders. Ms. Juliber and Ms. Shi, who were re-elected by the shareholders at the 2022 Annual Meeting of Shareholders, will not stand for re-election in 2023, and the Board thanks them for their service.

Each director nominee consented to being nominated for election to the Board and to serving on the Board, if elected. Ifa 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.

2023 PROXY STATEMENT  |  23

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Director Nominees for Election at the Annual Meeting

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

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

Lewis W.K. Booth

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

 

INDEPENDENT

DIRECTOR SINCE:

October 2012

White/Male

Age 74

DIRECTOR SKILLS:

    

BOARD
COMMITTEES:

Audit (Chair)

Finance

PROFESSIONAL BACKGROUND:
Mr. Booth served as Executive Vice President and Chief Financial Officer of Ford Motor Company, a global automobile manufacturer, from 2008 until his retirement in 2012. From 2005 to 2008, he was Executive Vice President of Ford of Europe, Volvo Car Corporation, and Ford Export Operations and Global Growth Initiatives, and Executive VicePresident of Ford’s Premier Automotive Group. Mr. Booth held various other executive leadership positions during his 34-year career 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.

Mr. Booth is a Chartered Management Accountant. He 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.

DIRECTOR QUALIFICATIONS:

During his career at Ford, Mr. Booth gained global business experience by leading 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.

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

 

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

 

2023 PROXY STATEMENT  |  24

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Charles E. Bunch

Retired Executive Chairman,

PPG Industries, Inc.

 

INDEPENDENT

DIRECTOR SINCE:

September 2016

White/Male

Age 73

DIRECTOR SKILLS:

     

BOARD
COMMITTEES:

Governance (Chair)

People and Compensation

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

Mr. Bunch is a former director and chairman of the Federal Reserve Bank of Cleveland, which gave him a deep understanding of the U.S. economy and corporate finance. He also is a former director and chairman of the National Association of Manufacturers.

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 30acquisitions and delivered strong growth and record financial performance.

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

 

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

 

2023 PROXY STATEMENT  |  25

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Ertharin Cousin

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

 

INDEPENDENT

DIRECTOR SINCE:

January 2022

Black/Female

Age 65

DIRECTOR SKILLS:

   

BOARD
COMMITTEES:

Governance

People and Compensation

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

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

DIRECTOR QUALIFICATIONS:

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

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

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

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

 

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

 

2023 PROXY STATEMENT  |  26

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Jorge S. Mesquita

Former Chief Executive Officer, BlueTriton Brands,Inc

 

INDEPENDENT

DIRECTOR SINCE:

May 2012

White/Male

Age 61

DIRECTOR SKILLS:

     

BOARD
COMMITTEES:

Audit

Finance

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

Mr. Mesquita was employed by Proctor & Gamble, a global marketer of consumer products, in various marketing and leadership capacities for 29 years from 1984 to 2013. During his tenure at P&G, he served as Group President – New Business Creation and Innovation from 2012 until 2013; Group President – Special Assignment from January 2012 until March2012; Group President, Global Fabric Care from 2007 to 2011; President, Global Home Care from 2001 to 2007; and President of Commercial Products and President of P&G Professional from 2006 to 2007.

DIRECTOR QUALIFICATIONS:

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

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

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

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

 

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

 

2023 PROXY STATEMENT  |  27

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Anindita Mukherjee

Chairwoman and Chief Executive Officer of Pernod Ricard North America

 

INDEPENDENT

DIRECTOR SINCE:

January 2023

Asian/Female

Age 57

DIRECTOR SKILLS:

     

BOARD
COMMITTEES:

Governance

People and Compensation

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

DIRECTOR QUALIFICATIONS:

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

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

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

 

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

 

2023 PROXY STATEMENT  |  28

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Jane Hamilton Nielsen

Chief Operating Officer and Chief Financial Officer, Ralph Lauren Corporation

 

INDEPENDENT

DIRECTOR SINCE:

May 2021

White/Female

Age 58

DIRECTOR SKILLS:

     

BOARD
COMMITTEES:

Audit

Finance

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

DIRECTOR QUALIFICATIONS:

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

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

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

 

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

 

2023 PROXY STATEMENT  |  29

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Patrick T. Siewert

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

 

 

INDEPENDENT

DIRECTOR SINCE:

October 2012

LEAD DIRECTOR

May 2022

White/Male

Age 67

DIRECTOR SKILLS:

      

BOARD
COMMITTEES:

 

as lead director, ex-officio non-voting member of all committees

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

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

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

DIRECTOR QUALIFICATIONS:

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

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

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

 

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

 

2023 PROXY STATEMENT  |  30

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Michael A. Todman

Former Vice Chairman,

Whirlpool Corporation

 

INDEPENDENT

DIRECTOR SINCE:

May 2020

Black/Male

Age 65

DIRECTOR SKILLS:

      

 

BOARD
COMMITTEES:

Audit

Finance (Chair)

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

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

DIRECTOR QUALIFICATIONS:

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

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

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

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

 

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

 

2023 PROXY STATEMENT  |  31

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Dirk Van de Put

Chairman and Chief Executive

Officer,

Mondelēz International, Inc.

DIRECTOR SKILLS:

        

DIRECTOR SINCE: November 2017

CHAIRMAN: April 2018

White/Male

Age 62

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

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

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

DIRECTOR QUALIFICATIONS:

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

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

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

Mr. Van de Put has public company board and corporate governance experience. He is a former director of Keurig Dr Pepper Inc. and Mattel, Inc. AB Inbev SA/NV has announced that Mr. Van de Put has been nominated for election to its Board of Directors at its General Shareholders’ Meeting to be held on April 26, 2023.

 

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

 

2023 PROXY STATEMENT  |  32

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CORPORATE GOVERNANCE

 

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

Governance Guidelines

 

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

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

Key Practice or Policy

 

Benefits

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

Engages in planning and approval of meeting schedules and agendas;

Presides over regular executive sessions of independent directors;

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

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

Consults with major shareholders.

 

A highly effective and engaged independent Lead Director:

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

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

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

Facilitates effective communication and interaction between the Board and management;

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

Provides feedback to management regarding Board concerns and information needs.

Majority Independent Board.

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

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

 

Provides independent Board oversight of management on behalf of shareholders.

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

Committees composed entirely of and chaired by independent directors.

 

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Key Practice or Policy

 

Benefits

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

 

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

Annual Board and Committee Self-Assessments.

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

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

 

Promotes continuous process improvement of the Board and committees.

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

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

Tenure and Retirement Policies.

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

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

 

Promotes ongoing evolution and refreshment.

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

Ongoing Director Succession Planning. The Guidelines provide that the Governance Committee actively seeks out (and instructs any search firm it engages to provide) women and minority candidates to include in the pool from which director nominees are chosen.

 

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

Limitations on Other Board Service.

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

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

 

Ensures that directors have sufficient time to fulfill their fiduciary duties to the Company.

All directors comply with this policy.

 

Annual Election of Directors. Shareholders elect directors annually by majority vote in uncontested elections.

 

Strengthens Board, committee and individual director accountability.

Proxy Access. Shareholders that own 3% or more of our outstanding Common Stock continuously for at least three years may nominate up to two director nominees to our Proxy Statement.

 

Strengthens Board accountability and encourages engagement with shareholders regarding Board composition.

Special Meeting of Shareholders. The holders of at least 20% of the voting power of the outstanding Common Stock may call a special meeting of shareholders.

 

Strengthens Board accountability and encourages engagement with shareholders regarding important matters.

 

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Regular Shareholder Engagement.

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

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

 

Following our 2022 Annual Meeting of Shareholders, we reached out to shareholders representing nearly 51% of our outstanding shares, and engaged with 17 different shareholders that collectively represent approximately 30% of our outstanding shares. The independent Lead Director met with shareholders representing approximately 19% of our outstanding shares.

This practice provides open channels of communication with our shareholders and helps ensure we regularly consider and respond to feedback on the Company’s strategy, corporate governance, compensation and environmental, social and governance (“ESG”) practices.

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

 

Aligns directors’ and shareholders’ long-term interests.

Annual CEO Evaluation and Board Oversight of Executive Compensation.

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

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

 

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

Enhances management accountability.

Promotes long-term shareholder returns.

Board Oversight of Strategy and Risk Management.

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

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

 

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

At Board meetings held throughout the year, the Board and management track progress against the strategic plan’s goals, consider impacts due to changing circumstances in the industry and the economic environment, and monitor strategic and operational risks.

 

Director Onboarding and Education

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

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

 

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

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

Board Leadership Structure

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

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

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

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

 

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

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

2023 PROXY STATEMENT  |  36

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

 

 

 

 

MR. VAN DE PUT

 

MR. SIEWERT

Chairman since 2018

 

Lead Director since 2022

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

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

promote the alignment of our strategic and business plans;

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

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

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

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

 

 

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

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

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

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

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

actively engage in shareholder outreach.

 

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INDEPENDENT LEAD DIRECTOR ROLE AND RESPONSIBILITIES

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

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

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

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

Review and approve meeting agendas as well as the content of Board briefing materials and may add agenda items in his or her discretion, including risk-related matters;

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

Preside at Board meetings at which the Chair is not present and preside at executive sessions of the independent directors;

Call meetings of the independent directors or of the Board;

Facilitate effective communication and interaction between the Board and management;

Serve as an ex officio non-voting member of all Board committees of which he or she is not a member;

Conduct the annual Board, committee and individual director self-evaluation process in coordination with the Governance Committee;

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

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

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

Director Independence

ALL DIRECTORS ARE INDEPENDENT EXCEPT FOR OUR CHAIRMAN AND CEO

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

 

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Based on that criterion, the Board determined that Lewis W.K. Booth, Charles E. Bunch, Ertharin Cousin, Jorge S. Mesquita, Anindita Mukherjee, Jane Hamilton Nielsen, Patrick T. Siewert and Michael A. Todman are all independent. Mr. Van de Put is not independent because he is a Mondelēz International employee.

Board Oversight of Strategy

Oversight of our business strategy is one of our Board’s key responsibilities. The Board believes that overseeing and monitoring strategy is a continuous process. The Board has at least one meeting each year primarily dedicated to strategy where it meets with management to discuss, understand and challenge our strategic plan’s short- and long-term objectives. At Board meetings held throughout the year, the Board and management track progress against the strategic plan’s goals, consider impacts due to changing circumstances in the industry and the economic environment, and monitor strategic and operational risks. Throughout the strategic review that led to the development of our growth strategy, the Board and management team worked in close coordination to craft a consumer-centric strategy that leverages our Company’s unique strengths in the snacking market to accelerate growth. At our investor update on May 10, 2022, we unveiled the evolution of our long-term growth strategy elevating Sustainability as a fourth strategic growth pillar now sitting alongside Growth, Execution and Culture.

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

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

Board Oversight of Risk Management

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

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

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

 

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

 

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

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

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

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

Board Oversight of Human Capital Management and Corporate Culture

HUMAN CAPITAL MANAGEMENT

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

 

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Talent Development

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

Diversity, Equity and Inclusion

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

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

Workplace Safety

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

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

To support our colleagues and promote a diverse and sustainable workforce, in 2021 we launched “The Right You,” a global cross-functional initiative empowering our team members to thrive both at work and at home. “The Right You” is a globally-integrated, holistic approach to employee well-being, that provides employees with resources, tools, social support, privacy, and strategies to adopt and maintain healthy behaviors and ensures awareness of all employees of available resources.

(1)

Reported performance against our women in leadership goal covers the period from January 1, 2020 to December 31, 2022, and includes acquisitions/ventures globally announced in 2021 or earlier.

(2)

Reported performance against our Black management representation goal in the U.S. covers the period from January 1, 2020, to December 31, 2022, and includes acquisitions/ventures in the U.S. announced in 2021 or earlier.

 

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MANAGEMENT SUCCESSION PLANNING AND DEVELOPMENT

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

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

CORPORATE CULTURE

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

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

For additional details on talent management and development initiatives, our DEI initiatives, workplace safety and wellness, and our engagement survey, please see the Human Capital section of our 2022 Form10-K.

Meeting Attendance

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

The Board held 10 meetings during 2022.

During 2022, Ms. Shi, Mr. Bunch and Mr. Van de Put attended 100% of the meetings of the Board and all committees on which they served during the period that he or she served. Mr. Booth, Ms. Cousin, Ms. Juliber, Ms. Nielsen and Mr. Mesquita and Mr. Todman attended at least 89% of meetings of the Board and all committees on which they served during the period that he or she served.

All of the then-incumbent directors attended the 2022 Annual Meeting of Shareholders.

 

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Codes of Conduct

CODE OF BUSINESS CONDUCT AND ETHICS FOR NON-EMPLOYEE DIRECTORS

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

EMPLOYEE CODE OF CONDUCT

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

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

Where to Find More Information

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

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

 

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Review of Transactions with Related Persons

RELATED PERSON TRANSACTIONS POLICY AND PROCEDURES

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

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

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

the commercial reasonableness of the transaction;

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

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

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

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

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

 

REVIEW OF RELATED PERSON TRANSACTIONS SINCE JANUARY 1, 2022

On January 31, 2023, BlackRock, Inc. (“BlackRock”), an investment management corporation, filed a Schedule 13G/A with the SEC reporting that it was a greater than 5% shareholder of the Company as of December 31, 2022. During 2022, BlackRock acted as an investment manager with respect to certain investment options under our U.S., Canadian and Puerto Rican retirement savings plans and Canadian, Irish and U.K. pension plans. BlackRock was selected as an investment manager by each plan’s designated authority for plan investments. BlackRock’s selection was based on the determination of each plan’s designated authority that the selection met applicable standards and that the fees were reasonable and appropriate. BlackRock’s fees were approximately $2.197 million during 2022. Each of the plans for which BlackRock performed services paid the fees for those services from its assets. The plans expect to pay similar fees to BlackRock during 2023 for similar services. Fees, based on plan asset value, are paid quarterly on a lagging basis.

 

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Shareholder Outreach and Communication with the Board

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

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

 

 

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

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

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

 

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BOARD COMMITTEES AND MEMBERSHIP

 

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

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

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

Committee Membership

 

As of March 8, 2023

Audit

Committee

Finance

Committee

Governance,

Membership and

Sustainability

Committee

People and

Compensation

Committee

Lewis W.K. Booth

Charles E. Bunch

 

 

Ertharin Cousin

 

 

Lois D. Juliber*

 

 

Jorge S. Mesquita

 

 

Anindita Mukherjee

 

Jane Hamilton Nielsen**

 

Christiana S. Shi*

 

 

Patrick T. Siewert

+

+

+

+

Michael A. Todman***

 

 

Total Number of Committee Meetings During 2022

10

6****

9

9

*

Ms. Juliber and Ms. Shi will not stand for re-election to the Board.

**

The Board anticipates Ms. Nielsen will become the Chair of the Finance Committee following the Annual Meeting, provided she is re-elected.

***

The Board anticipates Mr. Todman will become the Chair of the People and Compensation Committee following the Annual Meeting, provided he is re-elected.

****

The Finance Committee acted once by unanimous written consent.

+

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

Member


Chair

 

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Audit Committee

The Board has determined that all of the Audit Committee members meet the enhanced test of independence prescribed by the Nasdaq listing standards and SEC rules. The Board also has determined that director nominees LewisW.K. Booth, Jane Hamilton Nielsen and Michael A. Todman are “audit committee financial experts” within the meaning of SEC regulations and have financial sophistication in accordance with Nasdaq listing standards. No Audit Committee member received any payments in 2022 from Mondelēz International other than compensation for service as a director.

RESPONSIBILITIES

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

Among other duties, the Audit Committee also oversees:

The oversight of ESG-related disclosure in SEC filings, including controls and assurance;

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

Our compliance with legal and regulatory requirements;

Our independent auditors’ qualifications, independence, and performance;

The performance of our internal auditors and internal audit function;

Our technology and cybersecurity risk, including risk mitigation; and

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

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

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

AUDIT COMMITTEE REPORT FOR THE YEAR ENDED DECEMBER 31, 2022

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 2022 we assisted the Board in its oversight of:

 

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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 functions listed below, for which they are responsible.

Management

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

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

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

Internal Audit Department

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

Reporting on the effectiveness of that system.

Independent Registered Public Accountants

Auditing Mondelēz International’s financial statements;

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

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

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

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

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

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

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

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

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

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

In addition to the activities outlined above, in 2022 we reviewed with management, among other things:

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

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

 

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

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

Health and safety and compliance matters;

Significant legal and regulatory matters;

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

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

Before Mondelēz International filed its Annual Report on Form 10-K for the year ended December 31, 2022, 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, 2022, which was filed with the SEC on February 3, 2023.

Audit Committee:
Lewis W.K. Booth, Chair 
Jorge S. Mesquita
Jane Hamilton Nielsen
Michael A. Todman

PRE-APPROVAL POLICIES

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

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

The Audit Committee pre-approved all 2022 audit and non-audit services provided by the independent registered public accountants.

INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS’ FEES

The aggregate fees for professional services provided to us by our independent registered public accountants, PricewaterhouseCoopers LLP, for 2022 and 2021 were:

 

2022

2021

Audit Fees

$15,442,000

$16,149,000

Audit-Related Fees

2,064,000

719,000

Tax Fees

206,000

186,000

All Other Fees

15,000

30,000

Total

$17,727,000

$17,084,000

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

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

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

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

All fees above include out-of-pocket expenses.

Finance Committee

RESPONSIBILITIES

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

At least annually, our long-term capital structure, including financing plans, projected financial structure, funding requirements, target credit ratings and return on invested capital;

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

Our external dividend policy and dividend recommendations;

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

Board authorization and delegation levels with respect to financing matters.

 

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The Finance Committee also reviews and discusses with management:

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

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

Governance, Membership and Sustainability Committee

RESPONSIBILITIES

The Governance Committee’s responsibilities include:

Membership

At least annually, review the characteristics, skills, knowledge, experience, diversity and other criteria for identifying and evaluating directors and recommend changes to the Board, if any;

Review the qualifications of candidates for director suggested by Board members, shareholders, management and others in accordance with criteria approved by the Board;

Consider the performance and suitability of incumbent directors in determining whether to nominate them for re-election;

Recommend to the Board a slate of nominees for election or re-election to the Board at each annual meeting of shareholders;

Recommend to the Board candidates to be appointed to the Board as necessary to fill vacancies and newly created directorships;

Review and make recommendations to the Board as to the determination of director independence and related person transactions;

Recommend to the Board and oversee compliance with director retirement policies;

Recommend to the Board directors to serve as members and chairs of each committee, as well as candidates to fill vacancies on any committee of the Board;

Periodically review succession plans for directors, members of each committee, each committee chair and the Lead Director;

Evaluate any People and Compensation Committee interlocks among Board members and executive officers;

Monitor directors’ compliance with the stock ownership guidelines; and

Oversee the orientation of new directors and evaluate opportunities for Board members to engage in continuing education.

Governance

Annually review and recommend to the Board changes to the Guidelines;

Make recommendations to the Board concerning the frequency and content of Board meetings;

Make recommendations to the Board concerning the appropriate size, function, composition and structure of the Board and its committees;

Develop, recommend to the Board and oversee an annual self-evaluation process for the Board, its committees and individual directors;

Administer the Code of Business Conduct and Ethics for Non-Employee Directors and, at least annually, meet with the Corporate Secretary to review the Code and, if necessary, recommend changes to the Code to the Board;

 

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Oversee our engagement with shareholders and proxy advisory firms, including with respect to shareholder proposals; and

Advise and make recommendations to the Board on corporate governance matters, to the extent these matters are not the responsibility of other committees.

Sustainability and Public Affairs

Oversee our ESG policies and programs related to corporate citizenship, social responsibility, and public policy issues significant to the Company such as sustainability and environmental responsibility; food labeling, marketing and packaging; philanthropic and political activities and contributions, and Board ESG education and capabilities; and

Monitor issues, trends, internal and external factors and relationships that may affect the public image and reputation of the Company and the food and beverage industry.

Other Duties and Responsibilities

Monitor significant developments in the regulatory environment relevant to the Company; and

Perform any other duties and responsibilities that are consistent with the Governance Committee’s purpose, Articles of Incorporation and By-Laws, and governing law, as the Board or the Governance Committee deems necessary or appropriate.

POLITICAL ACTIVITY AND GOVERNANCE

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

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

 

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People and Compensation Committee

PEOPLE AND COMPENSATION COMMITTEE INDEPENDENCE, INTERLOCKS AND INSIDER PARTICIPATION

The Board determined that all People and Compensation Committee members are independent within the meaning of the Nasdaq listing standards, including the heightened independence criteria for compensation committee members. Allmembers are “non-employee directors” under SEC rules and outside directors under the Internal Revenue Codeof1986, as amended (the “Code”). None of the People and Compensation Committee’s members are or were:

An officer or employee of Mondelēz International;

A participant in a related person transaction required to be disclosed under Item 404 of Regulation S-K; or

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

RESPONSIBILITIES

The People and Compensation Committee’s responsibilities include:

Establish our executive compensation philosophy;

Determine the group of companies the People and Compensation Committee uses to benchmark executive and director compensation (the “Compensation Survey Peer Group”);

Periodically benchmark non-employee director compensation against the Compensation Survey Peer Group and general industry data, consider the appropriateness of the form and amount of non-employee director compensation, and make recommendations to the Board concerning director compensation with a view toward attracting and retaining qualified directors;

Assess the appropriateness and competitiveness of our executive compensation programs, including severance programs and executive retirement income design;

Oversee ESG strategic performance indicators (“SPIs”) for incentive plans;

Review and approve goals and objectives of the CEO; evaluate the performance of the CEO in light of these goals and objectives; and based upon this evaluation, determine both the elements and amounts of the CEO’s compensation, including perquisites. The CEO may not be present during voting or deliberations on his or her compensation;

Review management’s recommendations for, and approve the compensation of, the CEO’s executive direct reports and other officers subject to Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

Determine annual incentive compensation, equity awards and other long-term incentive awards granted under our equity and long-term incentive plans to eligible participants;

Determine the policies governing options and other stock grants;

Make recommendations to the Board with respect to incentive plans requiring shareholder approval; and approve eligibility for and design of executive compensation programs implemented under shareholder-approved plans;

Review the compensation and benefits policies and practices for employees, including non-executive officers, as they relate to our risk management practices and risk-taking incentives, and review proposed material changes to these policies and practices;

 

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Oversee the talent development and succession planning process (including succession planning for emergencies) for the CEO and the CEO’s executive direct reports and, as appropriate, evaluate potential candidates and make recommendations to the Board regarding potential CEO candidates;

Review periodically our key policies, practices and strategies related to human capital management, including but not limited to organizational engagement and effectiveness, employee wellness, DEI, pay equity, talent sourcing strategies, and talent management and development programs, and review human capital management disclosure in our annual report on Form 10-K and proxy statement;

Monitor our policies, objectives and programs related to DEI and review periodically our DEI responsibilities and performance as an equal opportunity employer;

Oversee policies as they relate to respect for employees and others within the business of Mondelēz International;

Monitor executive officers’ compliance with our stock ownership guidelines;

Advise the Board and assess the appropriateness of the compensation of independent directors for service on the Board and its committees;

Review and discuss with management the CD&A and related disclosures to be included in our proxy statement and annual report on Form 10-K; and prepare and approve the People and Compensation Committee’s annual report to shareholders for inclusion in our annual proxy statement;

Review and approve the creation or revision of any clawback policy allowing recoupment of incentive-based compensation paid to executive officers in the event of an accounting restatement or as warranted;

Assess the independence of any compensation consultant, outside counsel and other advisors (whether retained by the People and Compensation Committee or management) that provide advice to the People and Compensation Committee, before selecting or receiving advice from them, based on the factors set forth in the Nasdaq listing rules;

At least annually, assess whether the work of compensation consultants involved in determining or recommending executive or director compensation has raised any conflict of interest that is required to be disclosed in our annual report on Form 10-K and proxy statement;

Assess the results of the most recent advisory vote on executive compensation; and

Perform any other duties and responsibilities that are consistent with the People and Compensation Committee’s purpose, our Articles of Incorporation and By-Laws, and governing law, as the Board or the People and Compensation Committee deems necessary or appropriate.

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

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

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

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

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

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

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

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

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

HOW THE PEOPLE AND COMPENSATION COMMITTEE MANAGES COMPENSATION-RELATED RISK

As it does each year, in 2022 the People and Compensation Committee evaluated whether our compensation designs, policies and practices operate to discourage our executive officers and other employees from taking unnecessary or excessive risks. As described above, we design our compensation to incentivize executives and other employees to achieve the Company’s financial and strategic goals as well as individual performance goals that promote long-term shareholder returns. Our compensation design discourages our executives and other employees from taking excessive risks for short-term benefits that may harm the Company and our shareholders in the long term. The compensation program includes several risk-mitigating elements, including:

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 SPIs in our AIP, so executives do not have too narrow a focus;

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

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

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

Minimizing use of employment contracts;

Not backdating or re-pricing option grants; and

Not paying severance benefits on change in control events unless the affected executive is first involuntarily terminated without cause or terminates due to good reason.

 

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

In light of these considerations, the People and Compensation Committee believes that our compensation programs and processes do not encourage excessive risk taking, nor do they create risks that are reasonably likely to have a material adverse effect on the Company. The People and Compensation Committee’s independent compensation consultant, Semler Brossy, conducted a thorough annual review of our approach and reviewed the People and Compensation Committee’s risk analysis and agreed with this conclusion.

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

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

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

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

The People and Compensation Committee designs the long-term incentive program with a mix of performance metrics such that even if executives were able to deploy an excessive amount of cash towards share repurchases to maximize EPS, there would be offsetting impact on other performance metrics, with no clear visibility towards increasing payouts; and

EPS is not the most heavily weighted metric in the long-term incentive plan.

In light of these considerations, the People and Compensation Committee believes that our compensation programs and processes do not encourage excessive risk taking, nor do they create risks that are reasonably likely to have a material adverse effect on the Company. Semler Brossy conducted a thorough annual review of our approach and reviewed the People and Compensation Committee’s risk analysis and agreed with this conclusion.

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OUR DISTINCTIVE APPROACH TO ENVIRONMENTAL AND SOCIAL ISSUES

 

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

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

Our Strategic Focus Areas

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

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

 

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

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Board Oversight and Governance of ESG

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

Governance, Membership and Sustainability Committee: Oversees our ESG policies and programs related to corporate citizenship, social responsibility and public policy issues significant to us, such as sustainability and environmental responsibility; food labeling, marketing and packaging; philanthropic and political activities and contributions; and Board ESG education and capabilities.

People and Compensation Committee: Oversees our DEI priorities, as well as workplace compliance and employee wellness, pay equity, talent sourcing strategies, talent management and development programs, and ESG strategic performance indicators for incentive plans.

Audit Committee: Oversees our safety priorities, goals and performance, as well as our ESG-related disclosure and control processes in connection with SEC filings.

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

We take a disciplined approach to our sustainability initiatives and are committed to remaining transparent and proactive about our progress. We track, report on and hold management accountable for achieving our goals, and we include ESG goals in the annual compensation plan for executives.

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

Our Goals

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

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United Nations Sustainable Development Goals

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

ESG Reporting

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

 

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COMPENSATION OF NON-EMPLOYEE DIRECTORS

 

Review of Non-Employee Director Compensation

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

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

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

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

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

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

Summary of 2022 Compensation Elements

 

Annual Compensation Elements

Amount ($)

Annual Cash Retainer

110,000

Value of Annual Equity Retainer

190,000

Additional Cash Compensation

 

Lead Director Retainer

30,000

Audit Committee Chair Retainer

25,000

People and Compensation Committee Chair Retainer

25,000

Governance Committee Chair Retainer

20,000

Finance Committee Chair Retainer

20,000

We do not pay non-employee directors meeting fees.

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

Plan Limits on Non-Employee Director Grants

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

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Cash Compensation – Board, Independent Lead Director and Committee Chair Retainers

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

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

Equity Compensation – Annual Equity Grant

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

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

Director Stock Ownership Guidelines

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

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 8, 2023, each director serving for at least five years met or exceeded the ownership expectation.

 

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Company Match for Director Charitable Contributions

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

2022 Non-Employee Director Compensation

 

Name

Fees Earned or

Paid in Cash(1)

($)

Stock Awards(2)

($)

All Other

Compensation(3)

($)

Total

($)

Booth, Lewis

125,453

190,011

15,000

330,464

Bunch, Charles

130,000

190,011

15,000

335,011

Cousin, Ertharin(4)

110,000

269,241

1,000

380,241

Juliber, Lois

135,000

190,011

5,000

330,011

May, Peter(5)

42,005

-

-

42,005

Mesquita, Jorge

110,000

190,011

-

300,011

Nielsen, Jane

110,000

190,011

-

300,011

Reynolds, Fredric(5)

175,039

-

30,000

205,039

Shi, Christiana

110,000

190,011

-

300,011

Siewert, Patrick

136,181

190,011

10,000

336,192

Todman, Michael

122,363

190,011

-

312,374

van Boxmeer, Jean-François(5)

141,406

-

-

141,406

(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 2022 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 2022 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 2022 Non-Employee Director Equity Awards table provides further detail on the non-employee director grants made in 2022 and the number of stock awards outstanding as of December 31, 2022.

(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 2021, but the Foundation did not match until 2022.

(4)

Ms. Cousin appointed to the Board effective January 1, 2022 and received a pro-rated equity award of $79,229.97, for her service from January 3, 2022 to May 17, 2022.

(5)

Effective May 17, 2022, Mr. May, Mr. Reynolds and Mr. van Boxmeer concluded their service on the Board. Their respective 2022 retainer payments were prorated based on the date their terms ended. They did not receive an annual equity grant during 2022.

 

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2022 Non-Employee Director Equity Awards

 

Name

All Stock Awards:

Number of

Stocks or Units

Granted in 2022

(#)

All Stock Awards:

Grant Date Fair

Value of Stock

or Units

Granted in 2022(1)

($)

Outstanding

Stock

Awards as of

December 31, 2022(2)

(#)

Booth, Lewis

3,118

190,011

45,642

Bunch, Charles

3,118

190,011

26,084

Cousin, Ertharin

4,319

269,241

4,379

Juliber, Lois

3,118

190,011

68,625

Mesquita, Jorge

3,118

190,011

45,996

Nielsen, Jane

3,118

190,011

6,309

Shi, Christiana

3,118

190,011

28,957

Siewert, Patrick

3,118

190,011

45,777

Todman, Michael

3,118

190,011

10,042

(1)

The amounts shown in this column represent the full grant date fair value of the deferred stock units granted in 2022 as computed in accordance with FASB ASC Topic 718.

(2)

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

 

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COMPENSATION DISCUSSION AND ANALYSIS

TABLE OF CONTENTS

   
     

Executive Summary

65

 

Detailed Program Discussion

72

 

Compensation Governance

90

 

 

 

This CD&A details our alignment of pay with financial and strategic performance, provides an overview of compensation programs, explains the guiding principles and practices upon which our executive compensation program is based and describes the compensation paid to the following individuals, who were our 2022 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

Gustavo Valle

Executive Vice

President and

President,

North America

 

 

Executive Summary

OUR GROWTH STRATEGY

We have continued to make significant progress against our long-term strategy - investing in differentiated marketing and sales capabilities, while strengthening our local-first operating model to further empower local markets and promote a growth culture. Recognizing the urgent challenges facing the planet and the communities in which we operate, we have elevated Sustainability to become a fourth pillar of our long-term growth strategy - Growth, Execution, Culture and Sustainability.

 

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We aim to be the global leader in snacking by continuing to focus on these four priorities:

Growth: Accelerating growth and focusing the portfolio on generating 90% of revenue from chocolate, biscuits and baked snacks.

Execution: Investing more than $1 billion to become the digital commerce snacks leader while advancing future-forward commercial growth capabilities.

Culture: Strengthening the Company’s local-first operating model to further empower employees, promoting a growth culture and continue building a team of deep and diverse talent.

Sustainability: Helping to drive positive change at scale across the Company’s focused set of ESG priorities – creating long-term value for both the business and its stakeholders.

Our financial results demonstrate the success of our strategy and continued execution against it. Over the past five years, we have seen a marked increase in our top-line growth, volume, gross profit dollar growth and cash flow generation. We believe our current momentum, superior brand portfolio, advantaged geographic and attractive categories, expanded ESG agenda and ability to reshape our portfolio position us well to continue creating strong shareholder value. Our reward structure continues to be tightly aligned with our strategy, using incentive plan metrics that are intended to drive high quality results against each of the four pillars listed above.

 

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PERFORMANCE OVERVIEW

Our 2022 performance demonstrates that our strategic priorities and long-term strategy are working while focusing on navigating through a volatile environment. Year-over-year highlights of our 2022 performance, which reflects the near term challenging operating conditions, include:

(1)

Given the nature of non-recurring items that impacted our 2022 reported diluted EPS growth, we believe adjusted EPS growth provides the most accurate picture of our 2022 performance. Our 2022 reported diluted EPS growth was negatively impacted by significant currency headwinds due to the stronger US$ and other items affecting comparability, including lapping prior-year net gains on equity method transactions, unfavorable year-over-year mark-to-market impacts from currency and commodity derivatives as we lapped prior year gains, the impact from the European Commission legal matter and higher acquisition-related costs. Please refer to Annex A for more information on these items.

We report our financial results in accordance with U.S. GAAP. However, we use non-GAAP financial measures in making financial, operating and planning decisions and in evaluating our performance. See definitions of these measures and GAAP to non-GAAP reconciliations in Annex A.

Our results continue to demonstrate the power of our brands, the strength of our global footprint and the potential of our strategic plan. In 2022, we delivered robust top-line growth, continued strength in both emerging and developed markets, strong profit dollar growth and a strengthened portfolio with mergers and acquisitions. As demonstrated below, our execution of our strategy over the past five years continues to drive positive Total Shareholder Return (“TSR”) performance and has often outpaced most of our industry peers.

 

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Annualized Total Shareholder Return

 

 

In 2022, we delivered approximately $2 billion in dividends to shareholders and returned approximately $2 billion in capital to shareholders in the form of share repurchases while continuing to make significant investments in our business. All of this was made possible through our strong Free Cash Flow of approximately $4 billion for 2022. See definition of Free Cash Flow and GAAP to non-GAAP reconciliations in Annex A.

 

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OVERVIEW OF PAY ELEMENTS

This table identifies and describes the primary elements of the 2022 executive compensation program for our NEOs. The pay elements below are aligned directly to the key business goals highlighted in the Performance Overview section above. Amore detailed discussion, including definitions of the financial measures used in our AIP and PSU grants, appears later in this CD&A and in Annex A.

 

(1)

See definitions in Annex A.

(2)

Based on SPI goals, including ESG goals. See Strategic Progress Indicators on page 77 for detail on the 2022 SPI goals.

2022 COMPENSATION PROGRAM DESIGN CHANGES

We did not make any material changes to our 2022 design relative to our design in 2021. Our program remains aligned with our business strategy and reflects the strength of ongoing shareholder feedback.

 

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EXECUTIVE COMPENSATION GOALS AND PRINCIPLES

The People and Compensation Committee oversees our executive compensation program focusing on four primary principles.

 

Principle

How We Accomplish

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

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

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

Set substantive performance goals reflecting strategy at the beginning of performance cycles and hold executives accountable for delivering on those targets

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 on average 83% of the other NEOs’ compensation is at risk

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

70% of our CEO’s compensation and on average 65% of the other NEOs’ compensation is in equity-based grants

Maintain stock ownership policy that requires ownership at or above peer benchmark levels: CEO must hold 8 times salary and other NEOs must hold 4 times salary

SHAREHOLDER ENGAGEMENT ON EXECUTIVE COMPENSATION

The Board encourages open and constructive dialogue with shareholders regarding our executive compensation policies and practices. At the 2022 Annual Meeting of Shareholders, more than 93% of the votes cast in our say-on-pay advisory vote were in favor of our executive compensation policies and practices. We did not make any changes to our compensation program as a result of the advisory vote.

 

 

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COMPENSATION PROGRAM GOVERNANCE

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


 

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


 

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


 

Conduct an annual compensation risk assessment


 

Offer limited perquisites


 

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


 

Benchmark executive compensation and our performance compared to relevant comparators


 

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


 

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


 

  

 

WHAT WE DON’T DO

No re-pricing or exchanging underwater stock options


 

No dividends paid to executives before PSUs vest


 

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


 

No guaranteed increases to base salaries


 

No hedging, pledging or short sales of our Common Stock


 

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


 

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


 

No incentives to pursue excessively risky business strategies


 

 

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Detailed Program Discussion

TOTAL TARGET COMPENSATION MIX

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

Below we show the 2022 total target compensation mix for our CEO and, on average, our other NEOs. This compensation mix includes base pay, target annual incentive and long-term incentive grants. A significant portion of compensation for both the CEO and the other NEOs is at risk/variable pay.

 

BASE SALARY

 

Overview

Base salary is the primary element of fixed compensation. In determining the base salary that each NEO receives, we look at the executive’s current compensation, tenure, performance, any change in the executive’s position or responsibilities and the complexity and scope of the executive’s position as compared to those of other executives within the Company and in similar positions at companies in our Compensation Survey Peer group. The People and Compensation Committee reviews NEO salaries annually. If awarded, salary increases are generally effective April 1. Ifthere is a notable change in a NEO’s role and responsibilities during the year, the People and Compensation Committee considers whether an off-cycle increase is warranted. No NEO received an off-cycle increase in 2022.

 

2022 Compensation Actions

Mr. Van de Put, Mr. Zaramella, Mr. Brusadelli and Mr. Gruber each received a base salary increase in 2022 to reflect their strong performance and contributions in their current roles and to maintain market competitiveness with external peers. Mr. Valle served as EVP and President, Latin America until he was appointed to his new role, as the EVP and President, North America on March 1, 2022, and he received a base salary increase to reflect his new role and performance. Base salaries for all the NEOs and increases (where applicable) are shown in the table below.

Name

2021 base salary

2022 base salary

% increase

Mr. Van de Put

1,500,000

1,550,000

3.3%

Mr. Zaramella

850,000

880,000

3.5%

Mr. Brusadelli

€ 602,700

€ 624,000

3.5%

Mr. Gruber

CHF 710,800

CHF 736,500

3.6%

Mr. Valle

650,000

720,000

10.8%

   
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ANNUAL INCENTIVE PLAN

 

Annual Incentive Plan Award Formula

The People and Compensation Committee used the formula below to determine awards to the NEOs under the 2022 AIP.

 

Target annual incentive opportunities for the NEOs are shown below.

Name

Target opportunity as a % of salary

Mr. Van de Put

190%

Mr. Zaramella

110%

Mr. Brusadelli

100%

Mr. Gruber

100%

Mr. Valle

100%

The People and Compensation Committee reviews benchmark data from our Compensation Survey Peer Group (see page 86) to align our executive pay packages with similar positions. Target annual incentive opportunities increased slightly for all NEOs in 2022 to remain competitive.

   
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The graphic below describes the 2022 AIP components.

 

(1)

See definitions in Annex A.

(2)

Based on SPI goals, including ESG goals. See Strategic Progress Indicators on page 77 for detail on SPI goals.

 

 

Financial Performance Rating (80% Weighting)

Metrics and Alignment with Strategy

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

   
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Performance Measure(1)

Alignment with Strategy

Organic Volume Growth

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

Organic Net Revenue Growth

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

Adjusted Gross Profit Growth

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

Adjusted Operating Income Growth

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

Free Cash Flow

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

Market Share Overlay

Incentivizes market share growth and leadership positions across our key markets

(1)

See definitions in Annex A.

 

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. These targets are used by the People and Compensation Committee as the basis of the AIP. The targets set by the Board require achieving a high degree of business performance for the expected operating environment. AIP targets were approved in February 2022.

2022 Targets and Corporate Financial Rating

To determine awards for Mr. Van de Put and Mr. Zaramella, the People and Compensation Committee first evaluated the 2022 Company results against the 2022 Company performance goals listed below (U.S. dollars in millions). Overall, we achieved an above target Company performance rating of 157% under the 2022 AIP.

   
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(1)

See definitions in Annex A.

(2)

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

 

 

2022 AMEA, Europe and North America Financial Ratings

To determine the annual incentive awards for Mr. Brusadelli, Mr. Gruber and Mr. Valle, the People and Compensation Committee evaluated the weighted average of the performance of the business units in each of their respective regions against the performance targets and determined final region performance ratings. These ratings, together with the Company performance rating, were used to create blended performance ratings, as shown below.

Performance Measures(1)

Weighting

 

Performance Rating(1)

 

AMEA

(Brusadelli)

Europe

(Gruber)

North America

(Valle)

Organic Volume Growth

15%

 

176%

69%

18%

Organic Net Revenue Growth

15%

 

193%

175%

200%

Adjusted Gross Profit Growth

35%

 

151%

19%

187%

Adjusted Operating Income Growth

15%

 

133%

19%

191%

Free Cash Flow

20%

 

119%

0%

200%

Market Share Overlay

-/+30%

 

+30pp

-30pp

-30pp

Region Performance Rating

 

 

182%

16%

137%

Final Blended Rating

 

 

175%

44%

141%

(1)

See definitions in Annex A.

 

   
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Strategic Progress Indicator Goals (20% Weighting)

Aligned with rollout of Vision 2030 and long-term strategic objectives required to achieve it, we redefined our SPI goals for the leadership team.

Effective in 2022, we laid out two long-term SPI goals – Snacks Leadership and ESG (comprised of Sustainability, Mindful Snacking and Colleagues). We assess our leadership team annually on progress made against these SPI goals to ensure we stay on track to achieve our long-term strategic objectives. Snacks Leadership and ESG are weighted 50% each of the total SPI goals. Achievement on each SPI can range from 0-200% of target. This approach aligns the leadership team in delivering the right strategic outcomes for the Company. Similar to prior year, the People and Compensation Committee reviews all the results and approves the Company’s SPI rating. At the end of the year, the People and Compensation Committee determines a payout percentage based on its assessment of the Company’s global performance against the annual SPI goals.

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

   
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SPI Goals

Assessment(1)

Annual Progress

Snack Leadership
(50% of SPI)
Drive global leadership in snacking by accelerating growth in multiple snacking categories

Priority & Total Snacks Share change: Strong market share driven by (1) Pricing execution and volume growth across developed and emerging markets and (2)Strengthened portfolio through strategic high-growth acquisitions (Chipita, CLIF Bar and Ricolino)

 

ESG
(50% of SPI)

Sustainability: Drive towards net zero environmental impact with sustainably sourced cocoa and wheat and reduction in packaging waste and CO2

Sustainably Sourced Cocoa: ~80% sustainably sourced cocoa and on track to deliver on our long-term goals via expansion of Cocoa Life Program

End-to-end CO2 Reduction: Continued CO2 reductions driven primarily by renewable energy expansions in key markets

Recyclable Packaging: Conversion to recycling packaging in line with annual expectations and long-term goals

 

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

Mindful Portions: Progress made year-over-year but limited relative to long-term goals

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

 

Colleagues: Build a winning growth and ownership culture that invests in local talent and champions diversity, equity and inclusion

Diversity and Inclusion: Sustained progress year-over-year for Women in Leadership roles. Continued improvement in Black Representation in Management in the U.S. in line with long-term goal

Employee Engagement: Flat results to prior year with key focus area improvements; Maintained scores > 2019 and benchmark companies

Depth of Talent: Continued significant improvement in our bench strength allowing greater internal talent sufficiency for leader roles

SPI Rating

 

125%

(1)

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

Region SPI Rating

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

 

Final SPI Rating

Corporate

125%

AMEA

106%

Europe

124%

North America

140%

   
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Annual Cash Incentive Program Decisions

After determining the 2022 Corporate, AMEA, Europe and North America financial payout percentages and SPI ratings, the People and Compensation Committee approved the following annual incentive cash payments for the NEOs:

Name

 

Target

Incentive

Financial

Performance

Rating

Strategic SPI

Rating

 

Total Incentive

Payment

Total Incentive

Payment as % of

Target

Mr. Van de Put

$

2,945,000

157%

125%

$

4,446,950

151%

Mr. Zaramella

$

968,000

157%

125%

$

1,461,680

151%

Mr. Brusadelli

624,000

175%

106%

1,004,640

161%

Mr. Gruber

CHF

736,500

44%

124%

CHF

441,900

60%

Mr. Valle (1)

$

720,000

143%

139%

$

1,038,003

144%

 

(1)

Mr. Valle’s incentive payment is blended based on spending 10% of the year as the EVP and President, Latin America and 90% as the EVP and President, North America. The financial performance rating for Latin America was 200% and 137% for North America, resulting in a blended rating of 143%. The SPI Rating for Latin America was 129% and 140% for North America, resulting in a blended rating of 139%.

 

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 2022 long-term incentive program were entirely in equity using the same mix used in 2021: 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 three-year performance cycle

3-year cliff vest

1-year holding requirement after vesting

Aligns long-term interests

Pay for performance

Retention

Stock ownership

Stock Options

25%

3-year ratable vest

10-year term

1-year holding requirement post exercise

Aligns long-term interests

Pay for performance

Retention

Stock ownership

   
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2022 Annual Equity Grants to NEOs

The table below shows the 2022 annual equity grants to our NEOs. In determining each grant, the People and Compensation Committee considered each executive’s level of responsibility, individual and Company performance, external market positioning and recommendations from the CEO, other than himself.

Name

2022 Annual Equity Grants(1)

PSUs

 

Stock Options

#

$(2)

#

$(2)

Mr. Van de Put

139,220

9,000,000

 

232,020

3,000,000

Mr. Zaramella

46,410

3,000,000

 

77,340

1,000,000

Mr. Brusadelli

32,490

2,100,000

 

54,140

700,000

Mr. Gruber

32,490

2,100,000

 

54,140

700,000

Mr. Valle

24,370

1,575,000

 

40,610

525,000

(1)

The grant date for the annual equity grants was February 24, 2022. 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, 2024.

(2)

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

We present the actual equity grants, including grant date fair value, in the 2022 Summary Compensation Table and 2022 GOPBA table under “Executive Compensation Tables” beginning on page 94. Our 2022 annual equity grant date was the date of the regularly scheduled People and Compensation Committee meeting following the release of our annual financial results. The exercise price for all stock option grants equals $64.65, the closing stock price on the grant date.

Performance Share Units (75%)

Overview

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

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

2022-2024 Metrics and Weighting

The number of shares earned by an executive depends on the Company’s achievement of key financial measures and annualized TSR relative to the median of our Performance Peer Group. The table below describes the performance measures and weightings for the 2022-2024 PSUs and outlines how those measures align with our strategy. In selecting the metrics, the People and Compensation Committee seeks to incentivize behavior consistent with achieving our long-term growth objectives and to align the interests of our executives with the interests of our shareholders.

   
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Measures(1)

Weighting

Alignment with Strategy

Organic Net Revenue Growth

25%

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

Adjusted EPS Growth

25%

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

Annualized Relative TSR

50%

Directly link awards to shareholder value creation and performance versus peers

(1)

See definitions in Annex A.

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

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

Metric Achievement:

Below Threshold

Threshold

Target

Max

Shares Earned (as a percentage of target):

0%

50%

100%

200%

2022-2024 Targets and Target-Setting Process

For the 2022-2024 PSU grant, the target set for Annualized Relative TSR is the 55th percentile of the Performance PeerGroup. The People and Compensation Committee sets our financial performance targets for Organic Net Revenue Growth and Adjusted EPS Growth based on annual average growth rates, while also taking into consideration our long-term strategic plan and external guidance.

Although we do not prospectively disclose specific financial performance targets, we do disclose them retrospectively, along with results, at the end of each performance cycle (see “2020-2022 Performance Cycle Results and Shares Earned” on page 82). Revealing specific targets prospectively would provide competitors and other third parties with insights into our confidential planning process and strategies and potentially harm us competitively. We design our financial performance targets to be challenging and there is no guarantee that any shares will be earned.

We provide directional guidance to assist shareholders in determining if our prospective performance targets are rigorous when evaluating our compensation programs. Below is the directional guidance for each metric in our 2022-2024 performance cycle.

Metrics(1)

Threshold

 

Target

 

Max

Organic Net Revenue Growth

1.3pp below target

 

Greater than 3.7%

 

1.3pp above target

Adjusted EPS Growth

1.6pp below target

 

Greater than 7%

 

2.5pp above target

Annualized Relative TSR

25th percentile

 

55th percentile

 

90th percentile

(1)

See definitions in Annex A.

   
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The People and 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) following the end of the three-year performance period. The actual value realized by our NEOs with respect to these awards is based on achievement of performance goals and our stock price at the time of vesting.

2020-2022 Performance Cycle Results and Shares Earned

The following chart details:

The key financial measures, weightings and performance standards the People and Compensation Committee set in late 2019;

Our actual performance over the 2020-2022 performance cycle; and

The final business performance rating approved by the People and Compensation Committee at the conclusion of the 2020-2022 performance cycle.

The People and Compensation Committee did not apply any discretion to adjust the final business performance rating for the 2020-2022 performance cycle. Based on the Company’s three-year results, we achieved an above target performance rating of 158%. Actual results for the 2020-2022 performance cycle included:

Key Performance Measures (1)

Weighting

Threshold

Target

Maximum

2020-2022 Performance

Cycle Results

Actual

Payout

Percentage

Organic Net Revenue Growth

25%

2.3%

3.6%

4.8%

7.1%

200%

Adjusted EPS Growth

25%

5.7%

6.8%

9.1%

9.1%

200%

Annualized Relative TSR(2)

50%

25th percentile

55th percentile

90th percentile

61st percentile

115%

Final Business Performance Rating

 

 

 

 

 

158%

(1)