UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to SectionPROXY STATEMENT PURSUANT TO SECTION 14(a) of the Securities Exchange Act of
OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment

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Mondelēz International, Inc.

(Name of Registrant as Specified Inin Its Charter)

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LETTER FROM OUR CHAIR AND CHIEF EXECUTIVE OFFICER

April 5, 2024

Dirk Van de Put

Chair and Cheif Executive Officer

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

Dear Fellow Shareholders,

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

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

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

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

•	Growth: Accelerating growth and focusing our portfolio to generate about 90% of each classrevenue in the attractive, resilient core categories of securities to which transaction applies:chocolate, biscuits, and baked snacks with a focus on mindful snacking.
•	(2)    Aggregate numberExecution: Investing more than $1 billion to become the digital snacks leader – aiming to deliver about 20% of securities to which transaction applies:revenues from digital channels by 2030 – while advancing future-forward commercial growth capabilities and a customer-centric supply chain.
•	(3)    Per unit price or other underlying valueCulture: Strengthening our local-first operating model to further empower employees, promote a winning growth culture, and continue to build a team of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculateddeep and state how it was determined):diverse talent.
•	(4)    Proposed maximum aggregate value of transaction:Sustainability: Helping to drive positive change at scale across our key environmental, social, and governance priorities.
	(5)    Total fee paid:
	Fee paid previously with preliminary materials.
	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)    Amount Previously Paid:
	(2)    Form, Schedule or Registration Statement No.:
	(3)    Filing Party:
	(4)    Date Filed:

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AT-A-GLANCE

2020 Overview

2020 Key Developments

2020 was a successful year for Mondelēz International despite the global pandemic. We prioritized the safety and health of our colleagues, supported our communities and maintained business continuity. We continued to make progress on our strategic agenda, met our financial targets and set up our brands for continued sustainable growth in 2021 and beyond.	~$28 MLN
	Cash and in-kind donations made by Mondelēz International to support COVID-19 causes

Some of our Brands

9Our largest global brands, (43% of total revenue)	60+ local jewels (49% of total revenue), including:

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

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

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

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

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

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

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

We responded to the challenges presented by COVID-19 with determination and agility, taking decisive actions to prepare our business to emerge stronger, and this positions us wellwell-positioned to continue delivering onattractive growth for years to come.

On behalf of Mondelēz International’s approximately 91,000 Makers and Bakers around the world, thank you for your investment in our targets in 2021 and beyond.Company. We look forward to engagingcontinuing engagement with you in the months ahead as we share more details on the progress we have made withadvance our financial goalssustainable, purpose-driven global snacking leadership and ESG agenda.strive to bring Vision 2030 to life.

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

Best wishes,

 

Dirk Van de Put
Chairman

Chair and Chief Executive Officer

Mondelēz International, Inc.

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

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

After serving for more than 11 years as director, Lewis Booth will not stand for election at this year’s annual meeting. We thank him for his valuable insights, perspectives and refinement of the company’s strategy, as well as in its response to and management of the COVID-19 pandemic as it impacted colleagues and operations across the world.

Following a very successful 2020, the Board looks forward to continuing to work closely with Dirk and the broader organization to deliver oncontributions. We are pleased that Paula Price will stand for election at our long-term financial goals andAnnual Meeting. Ms. Price will bring our commitments and strategies on environmental and social sustainability, as well as corporate governance.

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

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

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

For 2021, we are re-nominating eleven of our existing directors and adding a new nominee, Jane Hamilton Nielsen, Chief Operating Officerconsumer products, with previous roles including Executive Vice President and Chief Financial Officer of Ralph Lauren Corporation. Ms. Nielsen will bring to the Boardomni-channel retailer Macy’s, Inc., and Executive Vice President and Chief Financial Officer of grocery retailer Ahold USA. She also has served as a wealth of expertise in global finance, business developmentfull-time senior lecturer at Harvard Business School’s accounting and operational strategy. One current director, Debra A. Crew, is not standing for re-election this year,management unit, and the

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Board joins me in thanking Debra for her many contributionsearlier held senior management positions at CVS Caremark, JPMorgan Chase, Diageo and service to Mondelēz International during her timeKraft Foods. Her corporate governance experience includes roles on the Board. Overall, our director nominees include three women,Boards of Accenture plc, Bristol-Myers Squibb and represent ages ranging from 56 to 78 years, several national origins, and a myriad of professional and life experiences. Warner Bros. Discovery, Inc.

As Mondelēz International continues to execute its strategy, the Board is well-equipped to create long-term value for our shareholders.

On behalf Our 11 director nominees collectively bring a myriad of the Mondelēz International Board of Directors, I would likeprofessional and life experiences and skill sets to thank you for your investment in our company and your support for our continued efforts to create value for our shareholders. Please see this proxy statement and visit our website at www.mondelezinternational.com to learn more about the Board, and they include four women and represent several national origins. One director nominee self-identifies as wellAsian, three director nominees self-identify as our corporate governance approach, our policiesBlack, and our active role in overseeing ESG matters.seven self-identify as white.

When you buy shares

We recognize that as shareholders in Mondelēz International, you are placing your trust in the Board of Directors.Directors, the management team and the Company. We value your investment, and we are committed to meeting your expectations. 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 consider thereview this proxy statement and annual report in full; wefull. We recommend that you vote in accordance with our recommendations in order to secureadvance the Company’s long-term growth and success of the company.success.

Sincerely,

Jean-François M. L. van Boxmeer

Patrick T. Siewert
Independent Lead Director

Mondelēz International, Inc.

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

On the day of the Annual Meeting, May 22, 2024, stockholders may begin to log in to the virtual Annual Meeting 15 minutes prior to the Annual Meeting. The Annual Meeting will begin promptly at 9:00 a.m. CDT on May 19, 2021. Online access toCDT. 

Should you encounter any difficulties accessing the webcast will open 30 minutes prior to the start of thevirtual Annual Meeting platform, including any difficulties voting or submitting questions, we will have technicians ready to allow time for you to logassist you. You may call the technical support number that will be posted in and test your device’s system. instructional email. 

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

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

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

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

WHO MAY VOTE:

Shareholders of record of Class A Common Stock at the close of business onMarch12,2021.

DATE OF DISTRIBUTION:

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

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

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

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

Laura Stein

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

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 19, 202122, 2024

Mondelēz International, Inc.’s Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2020,2023, are available at http://materials.proxyvote.com/609207www.proxydocs.com/MDLZ.

HOW TO VOTE Even if you plan to attend the AnnualMeeting online, please vote in advance. Ifyou are voting via the Internet, with yourmobile phone or by telephone, be sure tohave your Proxy Card or VotingInstruction Form (“VIF’) in hand andfollow the instructions. You can vote anyof four ways:

VIATHE INTERNET Visit the website listed on your Notice of Internet Availability of Proxy Materials, proxy cardProxy Card or VIF to voteVIF.

WITHYOUR MOBILEDEVICE Scan the QR barcode on your Notice of Internet Availability of Proxy Materials, proxy cardProxy Card or VIF to voteVIF.

BYTELEPHONE Call the telephone number on your Notice of Internet Availability of Proxy Materials, proxy cardProxy Card or VIF to voteVIF.

BYMAIL If you received paper copies of your proxy materials,Proxy Materials, mark, sign, date and return the proxy cardProxy Card in the enclosed envelope to voteprovided.

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

FORWARD-LOOKING STATEMENTS

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

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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 20202023 performance, please see our Annual Report on Form 10-K for the year ended December 31, 2020 (the “2020 Form 10-K”). Throughout this Proxy Statement, “we,” “us,” “our,” the “Company” and “Mondelēz International” refer to Mondelēz International, Inc.2023. 

2024 ANNUAL MEETING OF SHAREHOLDERS

2021 Annual Meeting of Shareholders

9:00 a.m. CDT on Wednesday, May 19, 2021 22, 2024.

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

Record Date March 12, 2021 13, 2024.

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

Shareholders maymust register to attend the meeting, vote and submit questions by visiting www.virtualshareholdermeeting.com/www.proxydocs.com/MDLZ MDLZ2021and using the 16-digit control number shown on your their Notice of Internet Availability of Proxy Materials, proxy cardProxy Card or voting instruction form (“VIF”). VIF.

 

How to Vote in Advance of the Meeting HOW TO VOTE IN ADVANCE OF THE MEETING

Even if you plan to attend the Annual Meeting, please vote in advance of the meeting using one of the following voting methods (see Question 12 on page 102 for additional details).advance. If you are voting via the Internet, with your mobile phonedevice or by telephone, be sure to have your proxy cardProxy 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 cardProxy Card or VIF to vote VIF.	WITH YOUR MOBILE DEVICE Scan the QR barcode on your Notice of Internet Availability of Proxy Materials, proxy card Proxy Card or VIF to vote VIF.	BY TELEPHONE Call the telephone number on your Notice of Internet Availability of Proxy Materials, proxy card Proxy Card or VIF to vote VIF.	BY MAIL If you received paper copies of your proxy materials,Proxy Materials, mark, sign, date and return the proxy card Proxy Card in the enclosed envelope to vote provided.

	Items of Business
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ITEMS OF BUSINESS

Item		Voting Choices	Board’s Voting Recommendation	More Information
CompanyProposals:
Item 1.	Election of 1211 director nominees named in the Proxy Statement	With respect to each nominee: For Against Abstain	FOR All Nominees	Page 15 17
Item 2.	Advisory vote to approve executive compensation	For Against Abstain	FOR	Page 92 103
Item 3.	Performance Incentive Plan approval	For Against Abstain	FOR	Page 104
Item 4.	Ratification of the selection of PricewaterhouseCoopers LLP as independent registered public accountants for the fiscal year ending December 31, 2021 2024	For Against Abstain	FOR	Page 93 112
Shareholder Proposals:Proposal:
Item 4. Consider employee pay in setting Chief Executive Officer pay 5.	For Against Abstain Audit Committee subcommittee study on Company affiliations	AGAINST For Against Abstain	AGAINST	Page 96 115
Item 6.	Require independent chair of the board	For Against Abstain	AGAINST	Page 118
Item 7.	Adopt targets and publicly report quantitative metrics to eradicate child labor from cocoa supply chain	For Against Abstain	AGAINST	Page 121
Item 8.	Third-party report assessing effectiveness of implementation of human rights policy	For Against Abstain	AGAINST	Page 125
Transact any other business that properly comes beforepresented at the meeting.

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About Mondelēz International

ABOUT MONDELĒZ INTERNATIONAL

Mondelēz International empowers people to snack right around the world. With global net revenues of $26.6$36.0 billion in 2020,2023, we are leading the future of snacking with iconic global and local brands such as Oreo,, belVita Ritz, LU, CLIF Bar and LUTate’s Bake Shop biscuits;biscuits and baked snacks, as well as Cadbury Dairy Milk, Milka DairyMilk, Milkaand Toblerone chocolate; SourPatchKids candy and Tridentgum.chocolate. Our mission is to provide the right snack, for the right moment, made the right way.

Director Nominees

DIRECTOR NOMINEES

ELECTIONOFDIRECTORS –NOMINEES

The Governance, Membership and Public Affairs Committee (the “Governance Committee”) recommended and the Board of Directors (the “Board”) nominated each of the 11ten incumbent directors listed here as well as one new director nominee: Jane Hamilton Nielsen, Chief Operating OfficerPaula A. Price, former Executive Vice President and Chief Financial Officer of Ralph Lauren Corporation.Macy’s, Inc. Ms. NielsenPrice will bring to the Board a wealth of expertise pertaining to global finance, business development and operational strategy. Debra A. Crew, a current member of our Board,Mr. Booth is not standing for re-election in accordance with the Company’s mandatory retirement policy for directors and will retire at the Annual Meeting. The termsannual meeting. Directors are elected for a term of all director nominees elected at the Annual Meeting will end at the 2022 Annual Meeting of Shareholders or when a director’s successor has been duly elected and qualified.one year. Additional information about the director nominees is provided under “Director Nominees for Election at the Annual Meeting” on page 1922. 

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Our Director Nominees at a Glance

LewisW.K.Booth Former Executive Vice President and Chief Financial Officer, Ford Motor Company Age: 72 Director since 2012 White/Male INDEPENDENT

CharlesE.Bunch Retired Executive Chairman, PPG Industries, Inc. Age: 71 Director since 2016 White/Male INDEPENDENT

LoisD.Juliber Former Vice Chairman and Chief Operating Officer, Colgate-Palmolive Company Age: 72 Director since 2007 White/Female INDEPENDENT

PeterW.May President and a Founding Partner, Trian Fund Management, L.P. Age: 78 Director since 2018 White/Male INDEPENDENT

JorgeS.Mesquita Former Executive Vice President and Worldwide Chairman, Consumer, Johnson & Johnson Age: 59 Director since 2012 White/Male INDEPENDENT

JaneHamiltonNielsen Chief Operating Officer and Chief Financial Officer, Ralph Lauren Corporation Age: 56 Director Nominee White/Female INDEPENDENT

FredricG.Reynolds Former Executive Vice President and Chief Financial Officer, CBS Corporation Age: 70 Director since 2007 White/Male INDEPENDENT

ChristianaS.Shi Former President, Direct-to-Consumer, Nike, Inc. Age: 61 Director since 2016 White/Female INDEPENDENT

PatrickT.Siewert Managing Director and Partner, The Carlyle Group, L.P. Age: 65 Director since 2012 White/Male INDEPENDENT

MichaelA.Todman Former Vice Chairman, Whirlpool Corporation Age: 63 Director since 2020 Black/Male INDEPENDENT

Jean-FrançoisM.L.vanBoxmeer Chairman of the Board, Vodafone Group Plc Former Chairman of the Executive Board and Chief Executive Officer, Heineken N.V. Age: 59 Director since 2010 Lead Director since 2020 White/Male INDEPENDENT

DirkVandePut Chairman and Chief Executive Officer, Mondelēz International, Inc. Age: 60 Director since 2017 White/Male

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

We Value the Diversity of our Director Nominees

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Our Governance Framework

Director Nominees at a Glance

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OUR GOVERNANCE FRAMEWORK

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

Our governance practices and policies enhance the effectiveness and accountability of our Board and promote the Company’s long-term success. Key aspects of our corporate governance framework are highlighted below. You can find additional detail under “Corporate Governance” beginning on page 26,33, “Compensation Governance” on page 7378, and “2022“2024 Annual Meeting of Shareholders” on page 106.9.

Key practicePractice or policy Policy	Benefits
Independent Lead Director.Director. Independent Our independent Lead Director has broad and substantive duties and responsibilities which include:that have considerable overlap with those typically performed by an independent Board Chair, including: • engages   Engages in planning and approval of meeting schedules/schedules and agendas; • presides   Presides over frequentregular executive sessions of independent directors; •   Provides input into the design of the annual Board, committee and individual director self-evaluation process; •    Serves as an alternate member of all Board committees; consults•   Conducts the annual Board and individual director self-evaluation process in coordination with the Governance, Membership and Sustainability Committee (the “Governance Committee”); and •   Consults with major shareholders.	A highly effective and engaged independent Lead Director: •    Provides independent Board leadership and oversight, including with respect to business matters and risk management activities; enhances•   Enhances independent directors’ input and investors’ perspectives on agendas and discussions; • fosters   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•   Provides feedback to management regarding the Board’sBoard concerns and information needs.
MajorityIndependentBoard. Board. •   At least 80% of theour directors shallmust meet the independence requirements prescribed by Nasdaq listing standards’ independence requirements. Elevenstandards. •   The Corporate Governance Guidelines (the “Guidelines”) provide that currently the Chair and CEO should be the only member of our twelve director nominees are independent.management to serve as a director.	Substantial majority•   Provides independent Board oversight of independent directors in the boardroom and fully independent committees effectively oversee 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. Elections.Shareholders elect directors annually by majority vote. vote in uncontested elections.	Strengthens Board, committee and individual director accountability.
SpecialProxy Access. MeetingofShareholders. OurBy-Laws permit the holders of at least 20% of the voting power of the outstanding stock to call a special meeting of shareholders.	Further strengthens Board accountability and encourages engagement with shareholders regarding important matters.
ProxyAccess. Our By-Laws provide for proxy access to enable shareholders who meet the requirements to add their nominee(s) to the proxy statement. Nominating shareholders mustShareholders that own 3% or more of our outstanding Common Stock continuously for at least three years. years may nominate up to two director nominees to our Proxy Statement.	Further strengthensStrengthens Board accountability and encourages engagement with shareholders regarding Board composition.
Special Meeting of Shareholders. The holders of at least 20% of the voting power of our outstanding Common Stock may call a special meeting of shareholders.	Strengthens Board accountability and encourages engagement with shareholders regarding important matters.

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Key Practice or Policy	Benefits
Regular Shareholder Engagement. •   We regularly engage with shareholders to seek their input on emerging issues, address their questions and understand their perspectives. •   The independent Lead Director is available for consultation with our major shareholders.	•   Following our 2023 Annual Meeting of Shareholders, we reached out to shareholders representing nearly 50% of our outstanding shares, and engaged with 17 different shareholders that collectively represent approximately 31% of our outstanding shares. The independent Lead Director met with shareholders representing approximately 24% of our outstanding shares. •   This practice provides open channels of communication with our shareholders and helps promote regular consideration of and response  to feedback on the Company’s strategy, corporate governance, compensation and environmental, social and governance (“ESG”) practices.
RegularAnnual Board and Committee Self-Assessments.Self-Assessment. Regular •   Annual Board, committee and director self-assessments. •   The results of these self-assessments include candid, one-on-one conversations between the Lead Directorare used in planning Board and eachcommittee meetings and agendas, fostering director in coordination with the Governance Committee.accountability and committee effectiveness, analyzing Board composition, and making director recruitment and governance decisions.	• Promotes continuous process improvement atof the Board and committee levels.committees. • Provides an opportunity to discuss individual directors’ contributions and performance and to solicit their views on improving Board and committee performance.
Tenure/Retirement. Our non-employee directors are subject to term limits and retirement policies.	• Term limits and retirement policies promote ongoing evolution and refreshment. • Annual self-assessments provide   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 sevenfive years.
Stock Ownership Requirements.OwnershipRequirements. Directors must own shares of our Common Stock in an amount equal to five times the annual Board cash retainer within five years of joining the Board. Distribution of actual shares occurs six months after the director ends his or her service as a director.	• Aligns directors’ and shareholders’ long-term interests. • Many directors exceed the minimum requirement.
EngagementAnti-Hedging Policy.withShareholders. We regularly engage with shareholders to seek their input on emerging issues, address their questions and understand their perspectives.	Following our 2020 Annual Meeting of Shareholders, we reached out to shareholders representing 47% of our outstanding shares and had conversations with 25 different shareholders, representing approximately 37% of our outstanding shares. The Lead Director and three other directors led meetings with investors representing 20% of outstanding shares.

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Key practice or policy	Benefits
Anti-HedgingPolicy. Our Insider Trading Policy prohibits our employees and directors from engaging in transactions involving derivative securities, short-selling, or hedging transactions that create an actual or potential bet against Mondelēz International, Inc. or one of its subsidiaries.	Prohibits employees and directorsEliminates the opportunity to benefit from making money in this way if the price of our stock goes down, thus eliminating an incentive tied to a decrease in our stock price.

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COVID-19 and Other Challenges in 2020

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

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

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

•

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

•

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

•

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

•

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

•

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

•

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

 

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Executive Compensation

OVERVIEW OF PAY ELEMENTS AND THEIR ALIGNMENT TO OUR STRATEGY

This table identifies and describes the primary elements and outcomes of the 20202023 executive compensation program for our named executive officersNamed Executive Officers (“NEOs”), including each incentive plan metric’s alignment withreflecting the philosophy of our strategy. A more detailed discussion, including definitions of the financial measures used in our AIPPeople and performance share unit (“PSU”Compensation Committee (the “PCC”) grants, can be found in the CD&A and in Annex A.to set challenging but attainable targets to reward performance.

 

Pay Element	Vehicle	2023 Performance Measures & Key Characteristics(1)			2023 Objectives
Base Salary	Cash	Fixed cash paid regularly			Review and adjust when appropriate to attract and retain world-class business leaders by offering market-competitive salaries based on position, scope of role and experience
Annual Incentive Plan	100% At-risk cash	80% Financial Measures: • Organic Volume Growth (15%) • Organic Net Revenue Growth (15%) • Adjusted Gross Profit Growth (35%)   • Adjusted Operating Income Growth (15%) • Free Cash Flow (20%)		30pp Market Share Overlay	Reward and motivate annual accomplishment of critical financial and strategic objectives across our four strategic priorities: growth, execution, culture and sustainability
		20% Strategic Progress Indicators Goals(2)
Long-Term Incentive Program	75% Performance Share Units • 3-year cliff vesting • 1-year holding post vesting	• 25% Organic Net Revenue Growth • 25% Adjusted EPS Growth • 50% Annualized Relative Total Shareholder Return (“TSR”) • Cap PSU payout at target if TSR is negative at the end of the performance period • Above median performance (55th percentile) required to achieve target payout for the Relative TSR metric			Reward long-term performance for delivering sustained long-term growth and creating shareholder value
	25% Stock Options • 3-year ratable vesting • 1-year holding post exercise	Stock Price

2020

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

2023 COMPENSATION PROGRAM DESIGN CHANGES

We changeddid not make material changes to our compensation2023 design relative to our design in 2022. Our program as we transitioned to a newremains aligned with our business strategy and incorporatedreflects the strength of ongoing shareholder feedback to further align our compensation structure with long-term value creation. As previewed in our 2020 proxy statement, notable changes to our compensation programs are summarized below.

Annual Incentive Plan

•

Replaced Defined EPS with Defined Operating Income

•

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

•

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

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

Long-Term Incentive Plan

•

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

•

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

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

feedback.

	2021
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TOTAL TARGET COMPENSATION MIX

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

Below iswe show the 20202023 total target compensation mix for our CEO and, on average, our other NEOs serving as executive officers on December 31, 2020.NEOs. This compensation mix includes base pay, target annual incentive and long-term incentive grants. The majorityA significant portion of compensation for both the CEO and the other NEOs is at risk/variable pay.

 

2023 Target Compensation

 

	2021
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ITEM 1. ELECTION OF DIRECTORS

ITEM 1. ELECTION OF DIRECTORS

 

How We Build an Experienced and Qualified Board

  

HOW WE BUILD AN EXPERIENCED AND QUALIFIED BOARD

 

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

HOWWEGETTHERE The Governance Committee works with the Board to determine the appropriate mix of individuals to form a Board that is strong in its collective knowledge, competencies and experiences. HOW WE GET THERE The Governance Committee identifies, evaluates and recommends to the Board director nominees for election at the Annual Meeting. The Governance Committee invites director nominee suggestions from the directors, management, shareholders and others. In addition, the Governance Committee has retained a third-party executive search firm to assist in identifying and evaluating potential director nominees based on the Board’s recruitment objectives.

 

The Governance Committee considers the factors below when selecting and recruiting directors in the annual nomination process. This year, the Board is renominating ten incumbent directors and one new director nominee. Mr. Booth will not stand for re-election at the Annual Meeting.

RelevantQualifications,KnowledgeandExperiences 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-functioningwell-functioning board that best represents shareholders’ interests.		Consistent with our Corporate Governance Guidelines, (the “Guidelines”), when evaluating the suitability of an individual for nomination to our Board, the Governance Committee considers: • the individual’scandidate’s general understanding of the varied disciplines relevant to the success of a large, publicly traded company in today’s global business environment; • the individual’scandidate’s understanding of the Company’s global businesses and markets; • the individual’scandidate’s professional expertiseexperience and educational background; • other factors that promote diversity of views, knowledge, experience and experience,backgrounds, including among others,diversity with respect to demographics such as gender, race, ethnicity, national origin and national origin;geography; • whether the individualcandidate meets various independence requirements, including whether an individual’shis or her service on boards and board committees of other organizations is consistent with our conflicts of interest policy; and • whether the individualcandidate can devote sufficient time and effort to fulfill a director’s responsibilities to the Company given the individual’shis or her other commitments.commitments See Key Competencies on page 17.
IndividualDirectorSelf-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.

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BoardRefreshmentThroughDirectorTenureandAgeLimits The Board believes that its composition should provide continuity as well asit is helpful to have a balance of long-term members with in-depth knowledge of our business and new experiencesmembers who bring valuable skills and fresh perspectives relevant to the Board’s work.perspectives.

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

Our Guidelines provide that non-employeenon-employee directors will have a tenureterm limit of 15 years. In addition, non-employee directors will not be nominated for re-election to the Board after they reach age 75, except in the case of a non-employee director who first joins the Board between age 70 and 75. In such a case, the director will have a tenure limit of five years. The current Board composition reflects the Board’s commitment to ongoing refreshment and the importance of maintaining a balance of tenure and experience. Of the non-employee director nominees, four served as directors prior to the spin-off of Kraft Foods Group, Inc. (“KFG”) to shareholders on October 1, 2012, six joined the Board on or after the spin-off, and we are nominating one new director nominee for election at the Annual Meeting.

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This year, the Board is renominating 11nominating ten incumbent directors. Debra A. Crew, a current member of our Board, is not standing for re-election at the Annual Meeting. The Board is nominatingdirectors and one new director Jane Hamilton Nielsen, the Chief Operating Officernominee, Paula A. Price, former Executive Vice President and Chief Financial Officer of Ralph Lauren Corporation.Macy’s, Inc. Ms. NielsenPrice will bring to the Board a wealth of expertise pertaining to global finance, business development and operational strategy. Mr. Booth is not standing for re-election in accordance with the Company’s mandatory retirement policy for directors and will retire at the Annual Meeting, and the Board thanks him for his valuable service.  

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BOARD COMPOSITION: DIRECTOR QUALIFICATIONS, KNOWLEDGE AND EXPERIENCE

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

Key Competencies				Relevant Experience
INDUSTRY KNOWLEDGEINDUSTRY EXPERIENCE		Industry KnowledgeExperience 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 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 LEADERSHIP EXPERIENCE		LeadershipExperience 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 SUBSTANTIAL GLOBAL BUSINESS AND OTHER INTERNATIONAL EXPERIENCE		Substantial Global Business and Other International Experience are important given the Company’s global presence.		• Developed markets • Emerging markets • New media/digital technology/ e-commerce • Technology/information technology strategy • Government affairs/regulatory compliance
ACCOUNTING ACCOUNTING AND FINANCIAL EXPERTISE		Accounting and Financial Expertise enables a director to analyze financial statements, capital structure and complex financial transactions, and oversee accounting and financial reporting processes.		• CFO • M&A/alliances/partnerships • Financial acumen/capital markets • Cost management

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Key Competencies				Relevant Experience
PRODUCT RESEARCH, PRODUCTRE SEARCH, DEVELOPMENT AND MARKETING EXPERIENCE		Product Research, Development and Marketing Experience in the food and beverage sector or a complementary industry contributes to a director’s ability to oversee efforts to identify and develop new food and beverage products and implement marketing strategies that will improve performance.		• Consumer insights/insights and analytics • Research & development • Innovation •  New media/digital technology/digital commerce
PUBLIC 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

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Industry Experience

Significant Operating Experience

Leadership Experience

Substantial Global Business and Other International Experience

Accounting and Financial Expertise

Product Research, Development and Marketing Experience

Public Company Board and Corporate Governance Experience

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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. The Governance Committee, inIn coordination with the independent Lead Director, the Governance Committee also considers each individual in the context of the BoardBoard’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 our shareholders’ interests through the exercise ofby exercising sound judgment and informed decision-making.

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

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

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

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

In addition, as noted above, the Board’s annual self-assessment process includes director self-assessments and discussions between the 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. Four of the non-employeerefreshment, with five new directors served as directors before the spin-off of KFG to shareholders on October 1, 2012 and seven joinedjoining the Board on or afterin the spin-off.last three years. 

THE BOARD SEEKS AND VALUES DIVERSITY

Mondelēz International manufactures and markets food and beverage products for consumers in over 150 countries around the world. The Board embracesvalues diversity, equity and encouragesinclusion (“DE&I”), and the Company’s culture of diversity and inclusion. The Board’s directors bring diversity of gender, race, national origin, thought and global experience that promote informed decision making.

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

decision-making. The Guidelines state that as part of the search process for each new director, the Governance Committee must actively seek out (and instruct any search firm it engages to seek out) women and minority candidates to include in the pool from which director nominees are chosen. As part of its annual assessment of the Board’s composition, the Governance Committee also evaluates the effectiveness of the Board’s efforts to promote diversity. The ultimate selection of a directordirectors from the candidate pool depends on a variety of factors, which are discussed under “How We Build an Experienced and Qualified Board” on page 1517 and “Board Composition: Director Qualifications, Knowledge and Experience” on page 17. As part of its annual assessment of18.

The Board also embraces and encourages the Board’s composition, the Governance Committee assesses the effectiveness of the Board’s efforts to promote diversity. In addition, theCompany’s DE&I culture. The Board joined other international organizations asis a signatory ofto the Board Diversity Action Alliance (the “Alliance”), which seeks to increase the numberrepresentation of racially and ethnically diverse leaders on the boards of corporations, beginning with Black directors. The Alliance is also is accelerating change through enhanced disclosure of Board directors’ race and ethnicity and the annual reporting of progress on DE&I. Twice per year, the Board reviews the Company’s DE&I strategy, stakeholder interests, risks and progress with our SVP, Chief Global Diversity & Inclusion Officer. 

The Board’s directors bring a diversity equityof gender, race, national original, thought and inclusion progress.

global experiences that promotes informed decision-making. Our director nominees include threefour women, rangevary in age between 56 and 78 with an average age of approximately 66,from 57 to 74, represent several national origins and collectively bring a range of professional and life experiences to the Board’s work. One director nominee self-identifies as Asian, three self-identify as Black and 11seven self-identify as white.

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Shareholder Recommendations for Director Candidates

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

  

SHAREHOLDER RECOMMENDATIONS FOR DIRECTOR CANDIDATES

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

 

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SHAREHOLDERS ELECT DIRECTORS ANNUALLY Shareholders Elect Directors Annually

Members of the Board are elected annually by a majority of votes cast if the election is uncontested. The terms of all directors elected at the Annual Meeting willare scheduled to end at the 20222025 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 1211 individuals introduced below. Mr. ‘t Hart and Mr. McNamara, who were appointed to the Board in July 2023 and February 2024 respectively, and Ms. Price, a director nominees listed below under “Director Nominees for Election at the Annual Meeting.” Ms. Nielsen wasnominee, were recommended for consideration by Heidrick & Struggles,Russell Reynolds Associates, an international executive search firm.firm retained to assist in the identification and assessment of potential director candidates. Shareholders most recently elected 11nine incumbent directors and one new director to one-year terms at the 20202023 Annual Meeting of Shareholders. Ms. Crew, who was elected by the shareholders at the 2020 Annual Meeting of Shareholders,Mr. Booth is not standing for re-election in accordance with the Company’s mandatory retirement policy for directors and will retire at the Annual Meeting.

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

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Director Nominees for Election at the Annual Meeting

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DIRECTOR NOMINEES FOR ELECTION AT THE ANNUAL MEETING

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

The following information regarding each director nominee is as of March 12, 2021 except as13, 2024, unless otherwise noted.

	Cees ‘t Hart LewisW.K.BoothFormer Chief Executive Officer, Former Executive Vice President andCarlsberg Group Chief Financial Officer, Ford Motor Company INDEPENDENT	Age 72 DIRECTOR SINCE: October 2012July 2023 White/Male Age: 65	INDEPENDENTDIRECTOR SKILLS:	BOARD COMMITTEES: •  Audit •  Finance
• CompensationPROFESSIONAL BACKGROUND: Mr. ‘t Hart served as Chief Executive Officer of Carlsberg Group, a brewing company, from 2015 to August 2023. Prior to joining Carlsberg, Mr. ‘t Hart was CEO of the Dutch dairy company Royal FrieslandCampina, a position which he had held since 2008. Prior to Royal FrieslandCampina, he spent 25 years with Unilever, holding positions across Eastern and Western Europe, and Asia. His last position at Unilever was as a member of the Europe Executive Board.
DIRECTOR QUALIFICATIONS:
• During his 38-year career, at Ford, Mr. Booth‘t Hart has gained global businessvaluable experience and ledin executive leadership, operations in Africa, Asia and Europe. In these and other roles, he successfully implemented major growth initiatives, business restructuring andmanagement, cost management and was involved in strategy, product development, marketing and operations.strategic planning. • Mr. Booth held a variety‘t Hart was the main architect behind Carlsberg’s strategic move into Asian markets, the prioritizing price over volume initiative and the restoration of positions on Ford’s Finance staff. As Ford’s Chief Financial Officer during the 2008 financial crisis, Mr. Booth led a restructuring of Ford’s balance sheet and a return to growth and profitability.robust sales in its Eastern Europe brewing business. • Mr. Booth is a Chartered Management Accountant. • Mr. Booth‘t Hart has extensive public company board and global corporate governance experience. He is a directormember of Rolls-Royce Holdings plcthe Supervisory Board of Randstad, chairman of the Supervisory Board of KLM and a former director of Gentherm Incorporated.
Mr. Booth served as Executive Vice President and Chief Financial Officer of Ford Motor Company, a global automobile manufacturer, from November 2008 until his retirement in April 2012. He was Executive Vice President of Ford of Europe, Volvo Car Corporation and Ford Export Operations and Global Growth Initiatives, and Executive Vice President of Ford’s Premier Automotive Group from October 2005 to October 2008. Prior to that, Mr. Booth held various executive leadership positions with Ford, including Chairman and Chief Executive Officer of Ford of Europe, President of Mazda Motor Corporation and President of Ford Asia Pacific and Africa Operations. He worked for Ford in various positions from 1978 to 2012. Mr. Booth was appointed Commandermember of the OrderBoard of the British Empire in June 2012 for his services to the United Kingdom’s automotive and manufacturing industries.AFKLM.

 

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INDUSTRY EXPERIENCE

SIGNIFICANT OPERATING EXPERIENCE

LEADERSHIP EXPERIENCE

SUBSTANTIAL GLOBAL BUSINESS AND OTHER INTERNATIONAL EXPERIENCE

ACCOUNTING AND FINANCIAL EXPERTISE

PRODUCT RESEARCH, DEVELOPMENT AND MARKETING EXPERIENCE

PUBLIC COMPANY BOARD AND CORPORATE GOVERNANCE EXPERIENCE

2024 PROXY STATEMENT  |  1922

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	CharlesE.Bunch Retired Executive Chairman, PPG Industries, Inc. INDEPENDENT	Age 71 DIRECTOR SINCE: September 2016 White/Male Age 74	INDEPENDENTDIRECTOR SKILLS:	BOARD COMMITTEES: •  Governance (Chair) •  People and Compensation
PROFESSIONAL BACKGROUND: Mr. Bunch served as Executive Chairman of PPG Industries, Inc., a manufacturer and distributor of a broad range of coatings, specialty materials and glass products, from September 2015 until his retirement in August 2016. He served as Chairman, President and Chief Executive Officer of PPG from 2005 until 2015; President and Chief Executive Officer from March 2005 until July 2005; President and Chief Operating Officer from 2002 until 2005; Executive Vice President, Coatings from 2000 to 2002; and Senior Vice President, Strategic Planning and Corporate Services from 1997 to 2000. He joined PPG in 1979 and held various positions in finance and planning, marketing and general management in the United States and Europe.
DIRECTOR QUALIFICATIONS:
• During his 37-year career at PPG, Mr. Bunch gained valuable experience in executive leadership, operations management, cost management, risk management and strategic planning. Mr. Bunch is a former director and chairman of the Federal Reserve Bank of Cleveland, which gives him a deep understanding of the U.S. economy and corporate finance. He also is a former director and chairman of the National Association of Manufacturers. • Under Mr. Bunch’s leadership, PPG accelerated its business transformation, becoming the world’s leading paints and coatings company through strategic actions that focused its business portfolio and expanded and strengthened its international presence. During his tenure as Chairman and Chief Executive Officer, PPG made more than 30 acquisitions and delivered strong growth and record financial performance. • Through his service at the Federal Reserve Bank of Cleveland, including as its Chairman, Mr. Bunch gained a deep understanding of the U.S. economy and corporate finance. • Mr. Bunch has extensive public company board and corporate governance experience. He is a director of Marathon Petroleum Corporation and a former director of ConocoPhillips, H.J. Heinz Company, PPG and The PNC Financial Services Group, Inc. and a former director of H.J. Heinz Company and PPG.

INDUSTRY EXPERIENCE

SIGNIFICANT OPERATING EXPERIENCE

LEADERSHIP EXPERIENCE

SUBSTANTIAL GLOBAL BUSINESS AND OTHER INTERNATIONAL EXPERIENCE

ACCOUNTING AND FINANCIAL EXPERTISE

PRODUCT RESEARCH, DEVELOPMENT AND MARKETING EXPERIENCE

PUBLIC COMPANY BOARD AND CORPORATE GOVERNANCE EXPERIENCE

2024 PROXY STATEMENT  |  23

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	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,Ertharin Cousin Founder, President and Chief Executive Officer, from July 2005 until August 2015;Food Systems for the Future Institute INDEPENDENT	DIRECTOR SINCE: January 2022 Black/Female Age 66	DIRECTOR SKILLS:	BOARD COMMITTEES: •  Governance •  People and Compensation
PROFESSIONAL BACKGROUND: Since September 2019, Ms. Cousin has served as Founder, President and Chief Executive Officer of Food Systems for the Future Institute, a non-profit organization to catalyze, enable and scale market-driven agtech, foodtech and food innovations, and also as Visiting Scholar, Spogli Institute for the Study of International Relations, Center for Food and Environment at Stanford University. She has served as Distinguished Fellow of The Chicago Council on Global Affairs, a global affairs think tank, since 2017. Ms. Cousin previously served as Payne Distinguished Lecturer and Visiting Fellow at Stanford University’s Spogli Institute from March 2005 until July 2005;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 from July 2002 until March 2005; Executive Vice President, Coatings from 2000 to 2002 andof America’s Second Harvest; Senior Vice President, Strategic PlanningPublic Affairs for Albertsons Companies; White House Liaison and Corporate Services from 1997Special Advisor to 2000. He joined PPG in 1979the Secretary for the 2016 Olympics for the U.S. Department of State; 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 chairmanAssistant Attorney General for The State of the Federal Reserve Bank of Cleveland and a former director and chairman of the National Association of Manufacturers.

	LoisD.Juliber Former Vice Chairman and Chief Operating Officer, Colgate-Palmolive Company	Age 72 DIRECTOR SINCE: November 2007 White/Female	INDEPENDENT	BOARD COMMITTEES: • Governance • Compensation (Chair)Illinois.
DIRECTOR QUALIFICATIONS:
• Ms. Juliber brings a global perspective and manyCousin 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 the food and consumer products industries.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 ChairmanPresident and Chief Operating Officer, Ms. Cousin led the national operations of Colgate-Palmolive, she was responsible for Colgate-Palmolive’s business around the world as well as the company’s growth functions, including global marketing and business development, research and development, supply chain operations and information technology. • Ms. Juliber is credited with leading the resurgence of Colgate-Palmolive’s Colgate North America business, which was marked by market share increases, highly successful new products and increased profitability. • Ms. Juliberlargest U.S. hunger relief organization, America’s Second Harvest (now Feeding America). She also has extensivecorporate 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 Corteva, Inc. Ms. Juliber also is a former director of DowDuPont Inc. (successor of E.I. du Pont de NemoursBayer AG and Company)Borealis Foods.

INDUSTRY EXPERIENCE

SIGNIFICANT OPERATING EXPERIENCE

LEADERSHIP EXPERIENCE

SUBSTANTIAL GLOBAL BUSINESS AND OTHER INTERNATIONAL EXPERIENCE

ACCOUNTING AND FINANCIAL EXPERTISE

PRODUCT RESEARCH, DEVELOPMENT AND MARKETING EXPERIENCE

PUBLIC COMPANY BOARD AND CORPORATE GOVERNANCE EXPERIENCE

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	Brian J. McNamara Chief Executive Officer, Haleon plc INDEPENDENT	DIRECTOR SINCE: February 2024 White/Male Age 57	DIRECTOR SKILLS:	BOARD COMMITTEES: •  Governance •  People and Goldman Sachs Group, Inc.Compensation
Ms. JuliberPROFESSIONAL BACKGROUND: Mr. McNamara has served as Vice ChairmanChief Executive Officer of Colgate-Palmolive Company,Haleon plc (formerly GSK ConsumerHealthcare), a global consumer productshealthcare company, since May 2022. Mr. McNamara joined GlaxoSmithKline plc, a global pharmaceutical and biotechnology company, in 2015 and served in various capacities, including Chief Executive Officer Designate, Haleon, from 2004 until her retirement in April 2005. She served as Colgate-Palmolive’sJuly 2021 to May 2022, Chief OperatingExecutive Officer, GSK Consumer Healthcare from 2000October 2016 to 2004, Executive Vice President – North AmericaMay 2021 and Head of Europe and Americas, GSK Consumer Healthcare from 1997 until 2000, President of Colgate North America from 1994March 2015 to 1997 and Chief Technology Officer from 1991 until 1994. September 2016. Prior to joining Colgate-Palmolive, Ms. Juliber spent 15that, he worked for 28 years at Mondelēz International’s predecessor, General Foods Corporation, in a variety of key marketingleadership positions for several global consumer products providers, including Novartis AG and general management positions.

2021 PROXY STATEMENT | 20

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	PeterW.May President and a Founding Partner, Trian Fund Management, L.P.	Age 78 DIRECTOR SINCE: March 2018 White/Male	INDEPENDENT	BOARD COMMITTEES: • Finance • CompensationThe Procter & Gamble Company.
DIRECTOR QUALIFICATIONS:
• During his 36-year career, Mr. MayMcNamara has extensive investment, financialgained valuable experience in executive leadership and leadership experience as President and a Founding Partner of Trian Fund Management, working with management teams and boards of directors, as well as acquiring, investing in and building companies.global operations management. He has a deep understandingstrong track record of the capital markets. He also hasbuilding and marketing global brands, including driving strong, relationships with institutional investorsprofitable growth and within investment banking/capital markets.brand innovation. • Mr. May has considerableMcNamara brings strong consumer products industry knowledge and marketing experience with large, complex food service organizations such asfrom his work at GSK Consumer Healthcare, Novartis AG and The Wendy’s Company, withProcter & Gamble Company. He brings a focus on operational efficiencyglobal perspective to the Board, having lived and effectiveness.worked in Europe and the Americas. • Mr. MayMcNamara has extensive public company board and corporate governance experience. He is a director of The Wendy’s Company. He is a former director of Tiffany & Co.Haleon plc.

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

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

2024 PROXY STATEMENT  |  25

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	Jorge S. Mesquita JorgeS.MesquitaFormer Chief Executive Officer, Former Executive Vice President and WorldwideBlueTriton Brands,Inc. Chairman, Consumer, Johnson & Johnson INDEPENDENT	Age 59 DIRECTOR SINCE: May 2012 White/Male Age 62	INDEPENDENTDIRECTOR SKILLS:	BOARD COMMITTEES: •  Audit • Governance  Finance
PROFESSIONAL BACKGROUND: Mr. Mesquita served as Chief Executive Officer of BlueTriton Brands, a beverage company that offers regional spring water and national purified water brands, from July 2021 to March 2022. Prior to that, he was Executive Vice President and Worldwide Chairman, Consumer of Johnson & Johnson, a global healthcare products company, from 2014 until 2019. He also served on J&J’s Executive Committee and led the Consumer Group Operating Committee. Mr. Mesquita was an advisor to Cinven, a U.K. private equity firm, from 2020 to 2021. Mr. Mesquita was employed by Procter & Gamble, a global marketer of consumer products, in various marketing and leadership capacities for 29 years from 1984 to 2013. During his tenure at P&G, he served as Group President – New Business Creation and Innovation from 2012 until 2013; Group President – Special Assignment from January 2012 until March 2012; Group President, Global Fabric Care from 2007 to 2011; President, Global Home Care from 2001 to 2007; and President of Commercial Products and President of P&G Professional from 2006 to 2007.
DIRECTOR QUALIFICATIONS:

• Mr. Mesquita brings extensive experience leading major global company business units. In these roles, he has a strong track record of building and marketing global brands, including the reinvention of key brands, leading strategic business transformations, and driving strong, profitable growth. • As P&G’sCEO of BlueTriton Brands, he embarked on growth and innovation initiatives. As Procter & Gamble’s Group President, New Business Creation and Innovation, Mr. Mesquita redesigned the company’s business development organization and worked across the company with technology, marketing and finance leaders to develop groundbreaking innovation capabilities. • Mr. Mesquita is known for driving innovation and has led large, complex supply chain organizations. • Mr. Mesquita was born and raised in Mozambique, Africa and is of Portuguese descent.Africa. He has lived and worked in several countries, including Venezuela, Mexico, Brazil and the United States. He is fluent in Portuguese, Spanish and English. • Mr. Mesquita has public company board and corporate governance experience. He is a director of Humana Inc.

INDUSTRY EXPERIENCE

SIGNIFICANT OPERATING EXPERIENCE

LEADERSHIP EXPERIENCE

SUBSTANTIAL GLOBAL BUSINESS AND OTHER INTERNATIONAL EXPERIENCE

ACCOUNTING AND FINANCIAL EXPERTISE

PRODUCT RESEARCH, DEVELOPMENT AND MARKETING EXPERIENCE

PUBLIC COMPANY BOARD AND CORPORATE GOVERNANCE EXPERIENCE

2024 PROXY STATEMENT  |  26

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	Anindita Mukherjee Former Chairwoman and Chief Executive Officer of Pernod Ricard North America INDEPENDENT	DIRECTOR SINCE: January 2023 Asian/Female Age 58	DIRECTOR SKILLS:	BOARD COMMITTEES: •  Governance •  People and Compensation
Mr. Mesquita wasPROFESSIONAL BACKGROUND: Ms. Mukherjee served as Chairwoman and Chief Executive Officer of Pernod Ricard North America, a global leader in wine and spirits, from December 2019 until December 2023. Previously, she served as Global Chief Commercial Officer and Global Chief Marketing Officer for S.C. Johnson & Son, Inc., a multinational consumer product manufacturer from 2015 to 2019. Earlier, she held several senior positions with PepsiCo, Inc., a global food and beverage corporation, including President, Global Snacks Group and Global Insights, and Senior Vice President and Worldwide Chairman, ConsumerChief Marketing Officer, Frito-Lay, Inc., a subsidiary of JohnsonPepsiCo. 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 & Johnson,Cheese, Kraft Singles and Minute Rice.
DIRECTOR QUALIFICATIONS: • Ms. Mukherjee has a global healthcare productsstrong 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 from December 2014 until February 2019. He served on J&J’s Executive Committeeboard and led the Consumer Group Operating Committee. Mr. Mesquita has also served as an advisor to Cinven,corporate governance experience. She is a U.K. private equity firm, since October 2020. Prior to that, he was employed by P&G, a global marketerformer director of consumer products, in various marketingHertz Global Holdings, Inc. and leadership capacities for 29 years from 1984 to 2013. During his tenure at P&G, he served as Group President – New Business Creation and Innovation from March 2012 until June 2013, Group President – Special Assignment from January 2012 until March 2012, Group President, Global Fabric Care from 2007 to 2011 and President, Global Home Care from 2001 to 2007, also serving as President of Commercial Products and President of P&G Professional from 2006 to 2007.Pernod Ricard North America.

 

2021

INDUSTRY EXPERIENCE

SIGNIFICANT OPERATING EXPERIENCE

LEADERSHIP EXPERIENCE

SUBSTANTIAL GLOBAL BUSINESS AND OTHER INTERNATIONAL EXPERIENCE

ACCOUNTING AND FINANCIAL EXPERTISE

PRODUCT RESEARCH, DEVELOPMENT AND MARKETING EXPERIENCE

PUBLIC COMPANY BOARD AND CORPORATE GOVERNANCE EXPERIENCE

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	JaneHamiltonNielsen Chief Operating Officer and Chief Financial Officer, Ralph Lauren Corporation	Age 56 White/Female	INDEPENDENT	DIRECTORNOMINEE SINCE: May 2021 White/Female Age 59	DIRECTOR SKILLS:	BOARD COMMITTEES: •  Audit •  Finance (Chair)
PROFESSIONAL BACKGROUND: Ms. Nielsen has served as Chief Financial Officer of Ralph Lauren Corporation, a global leader in the design, marketing and distribution of premium lifestyle products, since 2016 and as Chief Operating Officer since 2019. She leads Ralph Lauren’s global technology, finance, business development, integrated business and inventory planning, logistics, and real estate organizations. She previously served as Chief Financial Officer of Coach, Inc., a leading design house of modern luxury accessories and lifestyle collections, from 2011 to 2016. Prior to that, Ms. Nielsen spent 15 years at PepsiCo, Inc. and Pepsi Bottling Group, a global food and beverage corporation, in various senior financial roles, including Senior Vice President and Chief Financial Officer of PepsiCo Beverages Americas and the Global Nutrition Group, and she has experience in the areas of mergers & integration, investor relations and strategic planning.
DIRECTOR QUALIFICATIONS:

• Ms. Nielsen has extensive financial experience gained during her service as Chief Operating Officer and Chief Financial Officer at Ralph Lauren, and as Chief Financial Officer at Coach. She also spentCoach, 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.

Ms. Nielsen has served as Chief Financial Officer of Ralph Lauren Corporation, a global leader in the design, marketing and distribution of premium lifestyle products, since September 2016 and its Chief Operating Officer since April 2019. She leads Ralph Lauren’s global technology, finance, business development, logistics and real estate organizations. She previously served as Chief Financial Officer of Coach, Inc., a leading design house of modern luxury accessories and lifestyle collections, from September 2011INDUSTRY EXPERIENCE

SIGNIFICANT OPERATING EXPERIENCE

LEADERSHIP EXPERIENCE

SUBSTANTIAL GLOBAL BUSINESS AND OTHER INTERNATIONAL EXPERIENCE

ACCOUNTING AND FINANCIAL EXPERTISE

PRODUCT RESEARCH, DEVELOPMENT AND MARKETING EXPERIENCE

PUBLIC COMPANY BOARD AND CORPORATE GOVERNANCE EXPERIENCE

2024 PROXY STATEMENT  |  28

Back to August 2016. Prior to that, Ms. Nielsen spent 15 years at PepsiCo, Inc. and Pepsi Bottling Group, a global snack and beverage company, in various senior financial senior roles, including SeniorContents

Paula A. Price Former Executive 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.Macy’s, Inc.

 

	FredricG.Reynolds Former Executive Vice President and Chief Financial Officer, CBS Corporation	Age 70 DIRECTOR SINCE: December 2007 White/Male	INDEPENDENT	BOARD COMMITTEES:Black/Female • Audit (Chair)Age 62	DIRECTOR SKILLS: • Finance	DIRECTOR NOMINEE
DIRECTOR QUALIFICATIONS:PROFESSIONAL BACKGROUND:
• Mr. Reynolds has extensive experience in both the media (including advertising and marketing) and the food and beverage industries. He served in various executive roles at CBS, Viacom and PepsiCo. While at CBS, he successfully managed the integration following the CBS/Viacom merger, and he was ultimately responsible for all financial functions and growing the business portfolio at Viacom. During his tenure as Chief Financial Officer of CBS, CBS shareholders experienced substantial share appreciation and return of capital. • Mr. Reynolds brings extensive financial experience gained during his service as Chief Financial Officer at CBS and Viacom and at divisions of PepsiCo. • Mr. Reynolds is a Certified Public Accountant. • Mr. Reynolds has extensive public company board and corporate governance experience. He is a director of Pinterest, Inc. and Raytheon Technologies (formerly United Technologies Corporation). He is a former director of AOL, Inc. and Hess Corporation.
Mr. ReynoldsMs. Price served as Executive Vice President and Chief Financial Officer of CBS Corporation,Macy’s, Inc., an omni-channel retailer of merchandise, including apparel and accessories, cosmetics and other goods, from July 2018 to May 2020. Ms. Price was a mass media company,full-time senior lecturer at Harvard Business School in the accounting and management unit from 2006 until his retirement in 2009. From 2001 through 2005, Mr. Reynolds served asJuly 2014 to June 2018. Prior to that, she was Executive Vice President and Chief ExecutiveFinancial Officer of Viacom Television Stations Group,Ahold USA, a mass media company,retailer that operated more than 700 supermarkets in the United States under the Stop & Shop, Giant and Martin’s names, as well as the Peapod online grocery delivery service, from May 2009 to January 2014. Ms. Price has more than 30 years of financial and operational experience and previously held senior management positions at CVS Caremark, JPMorgan Chase, Diageo and Kraft Foods.
DIRECTOR QUALIFICATIONS: • Ms. Price has extensive financial experience gained during her service as Chief Financial Officer at Macy’s, and as Executive Vice President and Chief Financial Officer of Viacom Inc.,Ahold USA. Ms. Price is a mass media company, from 2000 to 2001. He also served as Executive Vice President and Chief Financial Officer of CBS and its predecessor, Westinghouse Electric Corporation, from 1994 to 2000. Prior to that, Mr. Reynolds served in various capacities at PepsiCo for 12 years, including Chief Financial Officer or Financial Officer at food and beverage companies Pizza Hut, Pepsi Cola International, Kentucky Fried Chicken Worldwide and Frito-Lay.

2021 PROXY STATEMENT | 22

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	ChristianaS.Shi Former President, Direct-to-Consumer, Nike, Inc.	Age 61 DIRECTOR SINCE: January 2016 White/Female	INDEPENDENT	BOARD COMMITTEES: • Audit • Governance
DIRECTOR QUALIFICATIONS:
• Duringcertified public accountant; she began her career at McKinsey, Arthur Andersen & Co. • Ms. Shi worked across North America, Europe, Latin AmericaPrice brings to the Board many years of experience in the food and Asia providing leadership, expertiseconsumer products industry. Throughout her tenure at Ahold USA, Ms. Price was responsible for finance and accounting, strategic vision to senior executives of Fortune 200 consumer companies. She designed and led performance transformation programs, developed cross-channel marketing and merchandising programs, and drove market entry work. • In her various roles at Nike, Ms. Shi led Nike’s global digital commerce business and retail organization, as well asplanning, real estate finance, supply chain operationsdevelopment and construction, and information technology. • With her deep knowledge of digital commerce, Ms. Shi helped lead a significant transformation and accelerated growth in Nike’s digital commerce capabilities. • Ms. ShiPrice has extensive public company board and corporate governance experience. She is a director of United Parcel Service,Accenture plc, Bristol Myers Squibb and Warner Bros. Discovery, Inc. She isand a former director of West Marine,DaVita Inc., Dollar General Corporation and Williams Sonoma, Inc.Western Digital Corporation.

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

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

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

2024 PROXY STATEMENT  |  29

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	Patrick T. Siewert PatrickT.SiewertSenior Advisor, Managing Director and Partner, The Carlyle Group, L.P. INDEPENDENT	Age 65 DIRECTOR SINCE: October 2012 LEAD DIRECTOR SINCE: May 2022 White/Male Age 68	INDEPENDENTDIRECTOR SKILLS:	BOARD COMMITTEES: • Audit • Finance (Chair)Alternate member of all Board committees
DIRECTOR QUALIFICATIONS:PROFESSIONAL BACKGROUND:
• While working at Coca-Cola, Eastman Kodak and Carlyle, Mr. Siewert developed extensive knowledge in the food and beverage and consumer products industries, especially insights into consumer trends and routes-to-market. • Mr. Siewert led business operations globally and in Europe, Africa and the Middle East and Asia. He currently focuses on investments in Asian markets and select global opportunities. • Mr. Siewert has extensive public company board and corporate governance experience. He is a director of Avery Dennison Corporation.
Mr. Siewert has served as a Managing Director and PartnerSenior Advisor for The Carlyle Group, L.P., a global alternative asset management firm, since April 2007.July 2023.  Mr. Siewert joined The Carlye Group in 2007 and served as a Managing Director and Partner untIl June 2023. From 2001 to 2007, heMr. 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.

2021 PROXY STATEMENT | 23

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	MichaelA.Todman Former Vice Chairman, Whirlpool Corporation	Age 63 DIRECTOR SINCE: May 2020 Black/Male	INDEPENDENT	BOARD COMMITTEES: • Audit • Governance
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. TodmanSiewert has broad leadership experience, including leading a $10 billion internationalled business unit. • Mr. Todman brings strong industry knowledgeoperations globally and marketing experience.in the Americas, Europe, Africa, the Middle East and Asia. He has extensive consumer experience from Whirlpool and as a director of Newell Brands and Brown-Forman. • Mr. Todman has comprehensive knowledge of emergingcurrently focuses on investments in Asian markets and has led strategic growth initiatives for emerging markets in Asia.select global opportunities. • Mr. TodmanSiewert has extensive public company board and corporate governance experience. He is alead director of Brown-Forman, Carrier Global Corporation and Prudential and a former directorthe Board of Newell Brands and Whirlpool.Directors of Avery Dennison Corporation.

INDUSTRY EXPERIENCE

SIGNIFICANT OPERATING EXPERIENCE

LEADERSHIP EXPERIENCE

SUBSTANTIAL GLOBAL BUSINESS AND OTHER INTERNATIONAL EXPERIENCE

ACCOUNTING AND FINANCIAL EXPERTISE

PRODUCT RESEARCH, DEVELOPMENT AND MARKETING EXPERIENCE

PUBLIC COMPANY BOARD AND CORPORATE GOVERNANCE EXPERIENCE

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	Michael A. Todman Former Vice Chairman, Whirlpool Corporation INDEPENDENT	DIRECTOR SINCE: May 2020 Black/Male Age 66	DIRECTOR SKILLS:	BOARD COMMITTEES: •  Governance •  People and Compensation (Chair)
PROFESSIONAL BACKGROUND: Mr. Todman served as Vice Chairman of Whirlpool Corporation, a majorglobal home appliance company, from November 2014 until his retirement in December 2015, and as a member of theWhirlpool’s Board of Directors from 2006 to December 2015.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 was employed byjoined Whirlpool beginning 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.

	Jean-FrançoisM.L.vanBoxmeer Chairman of the Board, Vodafone Group Plc Former Chairman of the Executive Board and Chief Executive Officer, Heineken N.V.	Age 59 DIRECTORSINCE: January 2010 LEADDIRECTOR SINCE: May 2020 White/Male	INDEPENDENT	BOARD COMMITTEES: As Lead Director, Mr. van Boxmeer is an ex-officio non-voting member of all committees.
DIRECTOR QUALIFICATIONS:
• Mr. van Boxmeer has a strong track record leading strategic acquisitions and integrations and driving revenue growth. He led Heineken’s significant global expansion, bringing its iconic brands into new markets through 65 acquisitions since 2005. These expanded Heineken’s brewing operations from 39 countries to 70, including China, Mexico, Brazil, Ethiopia, Vietnam and Ivory Coast. • Mr. van Boxmeer brings a global perspective with particular insights regarding developing markets. • Mr. van BoxmeerTodman has broad leadership experience, including in global operations, product developmentleading a $10 billion international business unit at Whirlpool. • Mr. Todman brings strong industry knowledge and marketing and the beverages and consumer products industries. • Mr. van Boxmeerexperience. He has extensive public company boardconsumer experience from Whirlpool and corporate governance experience. He is Chairman of the Board of Vodafone Group Plc, a Member of the Shareholders’ Committee of Henkel AG & Co. KGaA andas a director of Heineken Holding N.V.

Mr. van Boxmeer became chairman of Vodafone Group Plc, a global telecommunications company, in November 2020. Mr. van Boxmeer also served as Chairman of the Executive BoardNewell Brands and Chief Executive Officer of Heineken N.V., a global brewing company with a network of distributors and brewers in more than 70 countries, from 2005 until his retirement in May 2020 and was a member of its Executive Board from 2001 until his retirement.Brown-Forman. • Mr. van Boxmeer was employed by HeinekenTodman has comprehensive knowledge of emerging markets and has led strategic growth initiatives for 36 yearsemerging markets in various capacities, including in management positions in Rwanda (Sales & Marketing Manager), Democratic Republic of Congo (General Manager), Poland (Managing Director) and Italy (Managing Director). His experience includes Executive Board responsibility for Heineken Regions and Global functions: Human Resources, Corporate Relations, Supply Chain, Commerce, Legal Affairs, Strategy, Internal Audit and Company Secretary.

2021 PROXY STATEMENT | 24

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	Dirk Van de PutAsia. Chairman and Chief Executive Officer,• Mondelēz International, Inc.	Age 60 DIRECTOR SINCE: November 2017 White/Male
DIRECTOR QUALIFICATIONS:
• Mr. Van de Put is a seasoned global Chief Executive Officer with experience and expertise in all critical business and commercial operations in both emerging and developed markets. • Mr. Van de Put brings a global perspective, having lived and worked on three different continents. • Mr. Van de PutTodman has extensive leadership experience, including 30 years of experience in the food and consumer packaged goods industry. • Mr. Van de Put is fluent in English, Dutch, French, Spanish and Portuguese. • Mr. Van de Put has public company board and corporate governance experience. He is a director of Keurig Dr Pepper Inc.Brown-Forman, Carrier Global Corporation and Prudential, and a former director of Mattel, Inc.Newell Brands and Whirlpool.

INDUSTRY EXPERIENCE

SIGNIFICANT OPERATING EXPERIENCE

LEADERSHIP EXPERIENCE

SUBSTANTIAL GLOBAL BUSINESS AND OTHER INTERNATIONAL EXPERIENCE

ACCOUNTING AND FINANCIAL EXPERTISE

PRODUCT RESEARCH, DEVELOPMENT AND MARKETING EXPERIENCE

PUBLIC COMPANY BOARD AND CORPORATE GOVERNANCE EXPERIENCE

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	Dirk Van de Put Chair and Chief Executive Officer, Mondelēz International, Inc.	DIRECTOR SINCE: November 2017 CHAIR SINCE: April 2018 White/Male Age 63	DIRECTOR SKILLS:
PROFESSIONAL BACKGROUND: Mr. Van de Put became Chief Executive Officer of Mondelēz International and joined the Company’s Board of Directors in November 2017. He became ChairmanChair in April 2018. Mr. Van de Put served as President and Chief Executive Officer of McCain Foods Limited, a multinational frozen food provider, from 2011 to 2017, and served as its Chief Operating Officer from 2010 to 2011. Mr. Van de Put also served aswas 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, heMr. Van de Put served as President, Coca-Cola Caribbean, and as Vice President, Value Chain Management, Coca-Cola Brazil with Coca-Cola. Brazil. From 1986 to 1997, he held a variety of roles with Mars, Incorporated, a global manufacturer of confectionery, pet food and other food products and a provider of animal care services, including General Manager and President, Southern Cone Region, Mars South America and Vice President, Marketing, Latin America.

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CORPORATE GOVERNANCEDIRECTOR QUALIFICATIONS: • Mr. Van de Put is a seasoned global Chief Executive Officer with experience and expertise in all critical business and commercial operations in both emerging and developed markets. He brings a global perspective to the Board, having lived and worked on three different continents. • Mr. Van de Put has extensive leadership experience, including 30 years of experience in the food and consumer packaged goods industry. • Mr. Van de Put is fluent in English, Dutch, French, Spanish and Portuguese. • Mr. Van de Put has public company board and corporate governance experience. He is a director of AB Inbev SA/NV and a former director of Keurig Dr Pepper Inc. and Mattel, Inc.

 

INDUSTRY EXPERIENCE

SIGNIFICANT OPERATING EXPERIENCE

LEADERSHIP EXPERIENCE

SUBSTANTIAL GLOBAL BUSINESS AND OTHER INTERNATIONAL EXPERIENCE

ACCOUNTING AND FINANCIAL EXPERTISE

PRODUCT RESEARCH, DEVELOPMENT AND MARKETING EXPERIENCE

PUBLIC COMPANY BOARD AND CORPORATE GOVERNANCE EXPERIENCE

This section describes our governance policies, key practices, Board leadership structure and oversight functions.

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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 upholdingperforming its fiduciary responsibilitiesduties and to promote accountability with, and trust in the Company. Our Board believes that having and adhering to a strong corporate governance framework is essential to our long-term success.

Governance Guidelines

 

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, responsibilities of the Board’s committees, CEO and Board performance evaluations, and succession planning. At least annually, the Governance Committee reviews the Guidelines and recommends any changes to the Board for its consideration.

Key practice/policy Practice or Policy		Benefits
Shareholders elect directors annuallyIndependent Lead Director. Our independent Lead Director has broad and substantive duties and responsibilities that have considerable overlap with those typically performed by majority vote in uncontested elections.		Strengthensan independent Board committee and individual director accountability.
By-Laws provide for proxyaccess, enabling substantial shareholders to add their nominee(s) to the proxy. Key parameters: • MinimumOwnershipThreshold: 3% or more of the outstanding Common Stock; • OwnershipDuration: continuously for at least 3 years; • NominatingGroupSize: up to 20 shareholders may aggregate holdings to meet the minimum ownership threshold; and • MaximumNominationsPermitted: greater of 20% of the Board or 2 nominees.		Further strengthens Board accountability and encourages engagement with substantial shareholders regarding Board composition.
By-Laws allow shareholders of record of at least 20% of the voting power of the outstanding stock to call a special meeting of shareholders.		Further strengthens Board accountability and encourages engagement with substantial shareholders regarding important matters.
We engage with shareholders to seek their input on emerging issues, address their questions and understand their perspectives. Chair, including:   The Lead Director is available for consultation with our major shareholders.		Allows shareholders to regularly provide feedback on the Company’s strategy, governance, compensation and sustainability practices.
Our independent Lead Director has substantive responsibilities: engages•  Engages in planning and approval of meeting schedules/schedules and agendas; presides •  Presides over frequentregular executive sessions of independent directors; •  Provides input into the design of the annual Board, committee and consultsindividual director self-evaluation process; •  Serves as an alternate member of all Board committees; •  Conducts the annual Board and individual director self-evaluation process in coordination with the Governance Committee; and •  Consults with major shareholders.		A highly effective and engaged independent Lead Director: • Provides independent Board leadership and oversight, including with respect to business matters and risk management activities; Incorporates •  Enhances independent directors’ input and investors’ perspectives intoon 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 ChairmanChair and CEO generally should be the only member of management to serve as a director.director.		Majority•  Provides independent directors in the boardroom and fully independent committees effectively overseeBoard oversight of management on behalf of shareholders.

 

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

Key practice/policy		Benefits•  Committees composed entirely of and chaired by independent directors.
Regular Executive Sessions of Independent Directors. At each in-person Board meeting, the independent directors meet in executive sessionwithout any members of management present. The independent Lead Director chairs these sessions.		Allows the Board to discuss substantive issues, including mattersconcerning management, without management present.
RegularAnnual 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 as well asand 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.
Non-employee director tenureTenure and retirement policies:Retirement Policies. • All non-employeeNon-employee directors have a tenureterm limit of 15 years. • Non-employee directors will not be nominated for election to the Board after their 75th birthday unless they first join the Board between age 70 and 75, in which case they may serve for five years.75th birthday.			• Tenure and retirement policies promotePromotes ongoing evolution and refreshment. • Annual self-assessments provide a disciplined mechanism for director input into the Board evolution and succession planning process. • Average tenure for current non-employee directors is approximately sevenfive years.

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Key Practice or Policy		Benefits
Ongoing Director Succession Planning. The Guidelines provide thatthe Governance Committee actively seeks out (and instructs any search firm it engages to seek out) women and minority candidates to include in the pool from which director nominees are chosen.		Maintaining a diverse Board with varying backgrounds, skills,expertise, gender and race promotes diversity, equity and inclusion in decision-making and oversight.
At each in-personLimitations on Other Board Service. •  Directors should not serve on more than three public company boards in addition to our Board. •  Directors who also serve as CEO at another public company should not serve on more than two public company boards in addition to our Board.		•  Helps affirm that that directors have sufficient time to fulfill their fiduciary duties to the Company. •  All directors comply with this policy.
Annual Election of Directors. Shareholders elect directors annually by  majority vote in uncontested elections.		Strengthens Board, committee and individual director accountability.
Proxy Access. Shareholders that own 3% or more of our outstandingCommon Stock continuously for at least three years may nominate up to two director nominees to our Proxy Statement.		Strengthens Board accountability and encourages engagement withshareholders regarding Board composition.
Special Meeting of Shareholders. The holders of at least 20% of thevoting power of the outstanding Common Stock may call a special meeting the independent directors meet in executive session without any members of management present. shareholders.		Strengthens Board accountability and encourages engagement withshareholders 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 chairs these sessions. A committee chair leads a Board discussionis available for consultation with our major shareholders.		•  Following our 2023 Annual Meeting of a topic relevantShareholders, we reached out to shareholders representing nearly 50% of our outstanding shares, and engaged with 17 different shareholders that committee’s remit.collectively represent approximately 31% of our outstanding shares. The independent Lead Director met with shareholders representing approximately 24% of our outstanding shares.		Allows•  This practice provides open channels of communication with our shareholders and helps promote regular consideration of and response to feedback on the Board to discuss substantive issues, including matters concerning management, without management present.Company’s strategy, corporate governance, compensation and ESG.
Stock Ownership Requirements. Directors must own shares of ourCommon 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 ChairmanChair and CEO’s performance.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 hasreviews the Company’s strategic plan periodically and holds at least one meeting eachper year primarily dedicated to strategy where it meets withstrategy. •  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 discuss, understanda number of metrics critical to achieving the strategic plan and challenge our strategic plan’s short-andpromoting long-term objectives. 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.

	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.
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• All directors comply with this policy. • Directors have sufficient time to fulfill their duties to the Company.

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Director Onboarding and Education

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 the Company operations, and they are invited to attend various Board committee meetings prior to joining any committees.meetings. Once new directors are appointed to committees, they meet with the Company officers who support those committees.

During their service, directors have opportunities to meet and talk with our employees during Board visits to Company facilities and during our Board and committee meetings. Prior to the COVID-19 pandemic,During 2023, individual directors experienced our Direct Store Delivery model by riding with one of our drivers during an assigned route,toured the Thane India R&D Center and Sri City India Plant, met with employees involvedand participated in our e-commerce initiativesmarket visits.

We also regularly conduct voluntary educational sessions for directors on a variety of topics relevant to the Company. In 2023, these sessions focused on Cybersecurity, Environmental and observed a Line of the Future during production at our factories.Climate, Brands and Mindful Snacking.

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

 

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BOARD LEADERSHIP STRUCTURE

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Board Leadership Structure

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

The Board may determine that the CEO should also serve as Chairman, butChair, and if it does so, the independent directors appoint an independent Lead Director with broad and substantive responsibilities.

duties and responsibilities that have considerable overlap with those of an independent Board Chair. The Board recognizesindependent Lead Director engages in planning and approving meeting schedules and agendas, including the importancereview of briefing materials, and has the power to call meetings of the Company’s leadership structure to ourindependent directors or the Board. As part of the Board’s regular agenda, the independent Lead Director presides over executive sessions of the independent directors without the participation of the Chair and CEO. The independent Lead Director also serves as a direct point of contact for shareholders and, regularly receivesin Fall/Winter 2023, led engagements with investors holding approximately 24% of our outstanding shares. The independent Lead Director also frequently confers with the other independent directors on various Board and considers input onCompany matters. In addition, the topic obtained through engagement with our shareholders.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.

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

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

Messrs.

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

MR. VAN DE PUT		MR. VAN BOXMEER

Chairman since 2018
MR. VAN DE PUT		MR. SIEWERT
Chair since 2018		Lead Director since 20202022
The Board carefully considered its leadership structure, including whether the role of ChairmanChair should be a non-executive position or combined with that of the CEO. Following due consideration, theThe 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 and effectiveness because ofdue 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; • inform the Board aboutensure 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 oversightrisk-related matters and management’s response; and •  enable the Board to stay abreast of the Company’s risk management process;dynamic and • discuss with rapidly evolving consumer and retail landscape in which the Board key risks and management’s responses to them.Company operates.		The independent directors selected Mr. van BoxmeerSiewert to lead our Board as independent Lead Director because he: • 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 lead a high-performing Board by keeping it focused, coordinating across committeesbusiness matters and facilitatingrisk management activities; •  facilitate effective information flow to directors and across committees, and promote active discussion and collaboration among the directors given his experience serving on multiple Board committees,independent directors; •  serve as well as experience as Chairman of Vodafone and prior experience as former Executive Chairman and Chief Executive Officer of Heineken; • builds a productive relationshipan effective liaison between the Board and Mr. Van de Put by providing him withmanagement, as well as between the independent directors and the Chair and CEO; •  provide candid, constructive and independent feedback from the Board; • serves as a contact person for our shareholders;to management, including regarding Board concerns and information needs; and • is deeply engagedactively engage in the Company’s commitment to create a positive impact on the world while driving business performance.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
Chairman 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 shareholders’Company and shareholder interests by promoting strong management oversight and accountability. Under the Guidelines, the independent Lead Director, in consultation with the other independent directors, has the following substantive duties and responsibilities:

•

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

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

In addition, our Guidelines provide that management generally should communicate about the independent directorsCompany with shareholders and other constituencies. From time to time, the Chairman and CEO;

•

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

•

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

•

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

•

Preside at Board meetings at which the Chairman and CEO is not present, including executive sessionsLead Director meets with or communicate with various constituencies of the independent directors and, as appropriate, apprise the Chairman of the topics considered;

•

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

•

Facilitate effective communication and interaction between the Board and management;

•

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

•

WorkCompany, generally after consultation with the Governance Committee to develop recommendations for committee structure, membership, rotations and chairs;

•

Bemanagement. The Lead Director also is available for consultation and direct communication with the Company’s major shareholders; andshareholders.

•

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

Director Independence

DIRECTOR INDEPENDENCE

ALL DIRECTORS ARE INDEPENDENT EXCEPT FOR OUR CHAIRMANCHAIR AND CEO

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

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

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

In addition, the Board previously determined that Lois D. Juliber and Christiana S. Shi were independent during the time that they served as directors during fiscal 2023.

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Board Oversight of Strategy

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BOARD OVERSIGHT OF STRATEGY

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

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

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

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

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

Management is responsible for the day-to-day assessment, management and mitigation of risk.risk subject to the Board’s guidance and oversight. The Board has ultimate responsibility forexercises its risk oversight but itresponsibility 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 enterprise risk management (“ERM”)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 2023, the Board and committees reviewed and assessed risks related to our business and operations as shown below:

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

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

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

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

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

Management 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. Management also attendsMembers 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 also further discuss the risk management process directly with members of management.

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Back The independent Lead Director also regularly meets with the other independent directors without management present to Contents

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

other topics.

 

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

Board Oversight of Human Capital Management and Corporate Culture

BOARD OVERSIGHT OF HUMAN CAPITAL MANAGEMENT AND CORPORATE CULTURE

HUMAN CAPITAL MANAGEMENT

Our Board recognizes that our employees are one of our greatest assetassets, and is actively engaged in overseeing human capital management throughout the organization. The Compensation CommitteePCC 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.

2020 brought significant challenges as the Company navigated the impacts

Talent Development

The PCC focuses on plans for developing our mid-level talent into future leaders. We have a number of COVID-19 and social unrest that affected our employees. Following the regular March 2020 meeting, the Board began meeting more frequentlyinitiatives to provide oversightthese potential future leaders with the experience and exposure needed to succeed at the highest levels of our Company. Specifically, we promote employee development by reviewing strategic positions regularly and identifying potential internal candidates to fill those roles, evaluating job skill sets to identify competency gaps, and creating developmental plans to facilitate employee professional growth. We invest in our employees through training and development programs, on-the-job experiences, and coaching, as well as tuition reimbursement for a majority of our employees in the United States to promote continued professional growth. Additionally, we understand the importance of maintaining competitive compensation and benefits, and in providing appropriate training so employees can learn and have opportunities to pursue their career interests with the Company.

Workforce Diversity, Equity and Inclusion

We believe that a diverse workforce with a range of experiences and perspectives is a significant driver of sustainable innovation and growth. Our governance model includes full Board reviews twice per year of the Company’s approach and response to COVID-19workforce DE&I. The Board is involved and aligned with management, including our Mondelēz Leadership Team and Chief Diversity & Inclusion Officer, on our workforce DE&I commitments and initiatives that promote an inclusive workplace.

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

Workplace Safety and Wellness

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

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

To support our colleagues and promote a diverse and sustainable workforce, “The Right You” is our global cross-functional initiative empowering our team members to thrive both at work and at home. “The Right You” is a globally-integrated, holistic approach to employee well-being, that provides employees with resources, tools, social support, privacy, employee assistance program and strategies to adopt and maintain healthy behaviors and supports awareness by all employees of employees. By October 2020, remote workingavailable resources.

MANAGEMENT SUCCESSION PLANNING AND DEVELOPMENT

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

Talent Development

At the executive level, the Compensation Committee,The PCC, together with the CEO, regularly reviews senior management talent, including readiness to take on additional leadership roles and developmental opportunities needed to prepare leaders for greater responsibilities. The Compensation CommitteeCEO also provides a regular review to the PCC of the executive leadership team. While the PCC has a focus on developing our mid-level talent into our future leaders, and there are a number of initiatives underwaythe primary responsibility to provide these potential future leaders withdevelop succession plans for the experience and exposure neededCEO position, it annually reports to succeed at the highest levels of our business. Recent initiatives include:

•

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

•

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

•

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

•

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

•

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

•

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

Diversity and Inclusion

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

•

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

•

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

—

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

—

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

—

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

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

 

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Workplace Safety

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

CORPORATE CULTURE

Our Board believes that a positive corporate culture is vitally important to our success andsuccess. 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

(1)	The Company’s representation goals are aspirational in nature; Mondelēz desires to provide equal employment opportunities, and will continue to hire and promote the best qualified candidates through employment practices that are consistent with applicable laws.
(2)	Reported information for 2023 excludes employees from the total population who did not self-identify (which were included in prior years).

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employees. Directors have engaged with thememployees in person in the pre-COVID-19 era through activities such as walking the floors of our offices and periodicparticipating in small group discussions, plant and in-market visits.visits and receptions. These visits providehelp directors with an opportunity to assess our culture and interact with employees outside of the senior management team, and we anticipate that they will resume once it is safe to do so.team.

Each year we reviewthe Board reviews our global employee engagement survey results with the Board.results. The survey provides rich data for our leaders and a more robust benchmarkuseful way to compare Mondelēz International to other companies. We hadThis information helps us create action plans at global, regional, functional and managerial levels. 

For additional details on talent management and development initiatives, our DE&I initiatives, workplace safety and wellness, and our engagement survey, please see the highest-ever levelHuman Capital section of employee participation in 2020,our 2023 Form 10-K and the results of the survey showed marked improvement in confidence in our leadership as we continue to progress our strategy, direction and local-first culture. During the pandemic, our workforce expressed they felt supported and proud to work for the Company. Based on the improvements, we are now among the top tier of companies in our external benchmark data, which we are especially proud of given the challenges presented by COVID-19.Snacking Made Right report.

Meeting Attendance MEETING ATTENDANCE

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

•

The Board held 13 meetings during 2020.

•

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

•

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

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

CODES OF CONDUCT

CODE OF BUSINESS CONDUCT AND ETHICS FOR NON-EMPLOYEENON-EMPLOYEE DIRECTORS

We have adopted thea Code of Business Conduct and Ethics for Non-Employee Directors that fostersis designed to foster a culture of honesty and integrity, focusesfocus on areas of ethical risk, guidesguide non-employee directors in recognizing and handling ethical issues, and providesprovide mechanisms to report unethical conduct. Annually, eachall non-employee directordirectors must acknowledge in writing that he or she hasthey have received, reviewed and understandsunderstand 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, thatwhich reflects our values and contains important rules for conducting our business. The Code of Conduct is part of our global compliance and integrity program. The program, which provides training throughout the Company and encourages reporting of potential wrongdoing by offeringthrough anonymous reporting options and a publicized non-retaliation policy.

 

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

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Where to Find More Information

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WHERE TO FIND MORE INFORMATION

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

•

Articles of Incorporation

•

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

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-businessour-way-of-doing-business/code-of-conduct./Code-of-Conduct.

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

Review of Transactions with Related Persons

  

REVIEW OF TRANSACTIONS WITH RELATED PERSONS

RELATED PERSON TRANSACTIONS POLICY AND PROCEDURES

The Board has adopted a written policy regarding related person transactions. In general, “related persons” are the following persons and their immediate family members: directors, director nominees, executive officers, and shareholders who beneficially owningown more than 5% of our outstanding Common Stock.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 anya related person had, has or will have a direct or indirect material interest.

The Governance Committee reviews transactions that might qualify as related person transactions. If the Governance Committee determines that a transaction is a related person transaction, then the Governance Committeeit 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 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.

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.

 

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REVIEW OF RELATED PERSON TRANSACTIONS SINCE JANUARY 1, 20202023

On January 29, 2021, BlackRock, Inc. (“BlackRock”), an investment management corporation, filed a Schedule 13G/A with the U.S. Securities and Exchange Commission (the “SEC”)SEC reporting that it was a greater than 5% shareholder of the Company as of December 31, 2020.2023. During 2020,2023, BlackRock acted as an investment manager with respect to certain investment options under our U.S., Canadian and Puerto Rican retirement savings plans and Canadian, Irish and U.K. pension plans. BlackRock was selected as an investment manager by each

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plan’s designated authority for plan investments. BlackRock’s selection was based on the determination of each plan’s designated authority that the selection met applicable standards and that the fees were reasonable and appropriate. BlackRock’s fees were approximately $2.8$2.42 million during 2020.2023. Each of the plans for which Blackrock performed services paid the fees for those services from its assets. The plans expect to pay similar fees to BlackRock during 20212024 for similar services. Fees, based on plan asset value, are paid quarterly on a lag basis.

Anti-Hedging Policy    SHAREHOLDER OUTREACH AND COMMUNICATION WITH THE BOARD

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

Shareholder Outreach and Communications with the Board

As part of our effort to better understand our shareholders’ perspectives, we regularly engage with our shareholders, seeking their input and views on various matters. Since our 20202023 Annual Meeting of Shareholders, non-employee directorsthe independent Lead Director and members of senior management have conducted comprehensive shareholder engagement by reachingengagement. We reached out to shareholders representing 47% of our outstanding shares. We engaged with 25 different shareholders, representing approximately 37%50% of our outstanding shares, and theengaged with 17 different shareholders that collectively represent approximately 31% of our outstanding shares. The independent Lead Director and three other directors led conversationsmet with shareholders representing 20%approximately 24% of our outstanding shares. In addition, we engaged with shareholders on governance and ESG matters at roundtables and corporate governance forums. 

During thethese engagements, we discussed a variety of topics, including the Company’s business strategy, Board governance, executive compensation, human capital management, environmental and environmental, social sustainability and governance (“ESG”)other matters. These discussions were very productive, and we appreciate that our shareholders took the time to share their perspectives and questions with us. The Board values our shareholders’ perspectives, and the feedback we received during these conversations was shared with the Board, the Compensation CommitteePCC, and the Governance Committee, and it continues to inform our policies and practices. For more information on our shareholder engagement, see “Shareholder Engagement on Executive Compensation” on page 57.

Interested parties

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-contacting-the-board-and-reporting-wrongdoingsreporting-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 the Governance Committee’sthese recommendations.

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

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

  

COMMITTEE MEMBERSHIP

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

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

 

	As of March 12, 2021
	Audit Committee	Finance Committee	Governance, Membership and Public Affairs Committee	Human Resources and Compensation Committee
Lewis W.K. Booth		•		•
Charles E. Bunch				•
Debra A. Crew*		•		•
Lois D. Juliber			•
Peter W. May		•		•
Jorge S. Mesquita	•		•
Fredric G. Reynolds		•
Christiana S. Shi	•		•
Patrick T. Siewert	•
Michael A. Todman	•		•
Total Number of Committee Meetings During 2020	10	3**	6	7
* Debra A. Crew, a current member of our Board, is not standing for re-election at the Annual Meeting. ** In addition, the Finance Committee acted once by unanimous written consent.
• Member
Chair

	2021Member
	Chair

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Audit Committee

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The Board established the Audit Committee in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934 (the “Exchange Act”).   

AUDIT COMMITTEE

The Board has determined that all of the Audit Committee members are independent withinmeet the meaningenhanced test of independence prescribed by the Nasdaq listing standards and Rule 10A-3 of the Exchange Act.SEC rules. The Board also determined that all Audit Committee members are able to read and understand financial statements in accordance with Nasdaq listing standards and are financially literate in accordance with the New York Stock Exchange listing standards. The Board has determined that Fredric G. Reynoldsdirector nominees Cees ‘t Hart, Jane Hamilton Nielsen, Paula A. Price and Patrick T. Siewert are “auditeach qualify as “audit committee financial experts” within the meaning of SEC regulations and have financial sophistication in accordance with Nasdaq listing standards. No Audit Committee member received any payments in 20202023 from usMondelēz 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, including review of their qualifications, independence and performance.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 integrityAudit Committee on the overall implementation and effectiveness of our financial statements, our accountingMondelēz International’s Compliance program, and financial reporting processes,provides quarterly updates to the Audit Committee on Code of Conduct compliance, investigation trends and our systemstraining activities. The Chief Compliance Officer also provides an annual report to the PCC on workplace compliance-related matters. The Chief Compliance Officer reports to the EVP, Corporate & Legal Affairs — General Counsel and Corporate Secretary and has the authority to communicate directly with the Audit Committee regarding alleged or actual violations, if any, of internal control over financial reporting and safeguarding our assets;

•

our compliance with legal and regulatory requirements;

•

the qualifications, independence and performanceCode of our independent auditors;Conduct.

•

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

•

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

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

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AUDIT COMMITTEE REPORT FOR THE YEAR ENDED DECEMBER 31, 20202023

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 20202023 we assisted the Board in its oversight of:

•

Mondelēz International’s compliance with legal and regulatory requirements;

•

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

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

•

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

•

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

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

Management responsibilities include:

•

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

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

•

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

•

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

Internal Audit Department responsibilities include:

•

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

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

•

Reporting on the effectiveness of that system.

Independent Registered Public Accountants responsibilities include:

•

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

Auditing Mondelēz International’s financial statements;

•

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

•

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

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

•

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

•

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

•

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

•

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

•

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

•

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

•

Review Mondelēz International’s earnings releases.

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

 

•	2021Discuss the quality of Mondelēz International’s accounting and financial reporting processes and the adequacy and effectiveness of its internal controls and procedures;
•	Review significant audit findings prepared by each of the independent registered public accountants and internal audit department, together with management’s responses;
•	Review the overall scope and plans for the audits by the internal audit department and the independent registered public accountants;
•	Review matters related to the conduct of the independent registered public accountant’s audit;
•	Review any critical audit matter identified in the independent registered public accountant’s report;
•	Review critical accounting policies, the implementation of new accounting standards, and the significant estimates and judgments management used in preparing the financial statements and their appropriateness for Mondelēz International’s business and current circumstances; and
•	Review Mondelēz International’s earnings releases and its use of non-GAAP financial measures.

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In addition to the activities outlined above, in 20202023 we reviewed with management, among other things:

•

The Company’s response to the effects of COVID-19, including with respect to processes and procedures for preparing

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

Before Mondelēz International’s consolidated financial statements, maintaining the integrity of Mondelēz International’s financial reporting systems and internal controls and procedures, and conducting internal audits, and reviewing with the independent registered public accountants’ its processes and procedures for conducting the audit of Mondelēz International’s financial statements;

•

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

•

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

•

Health and safety and compliance matters;

•

Significant legal and regulatory matters; and

•

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

Prior to Mondelēz International’s filing ofInternational filed its Annual Report on Form 10-K for the year ended December 31, 20202023, with the SEC, we also:

•

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

•

•	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.

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

•

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

•

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

Based upon the review and discussions described in this report and without other independent verification, and subject to the limitations of our role and responsibilities outlined in this report and in our written charter, we recommended to the Board, and the Board approved, that the audited consolidated financial statements be included in Mondelēz International’s Annual Report on Form 10-K for the year ended December 31, 2020,2023, which was filed with the SEC on February 5, 2021.2, 2024.

Audit Committee:
Fredric G. Reynolds,

Lewis W.K. Booth, Chair

Cees ‘t Hart
Jorge S. Mesquita
Christiana S. Shi
Patrick T. Siewert
Michael A. Todman
Jane Hamilton Nielsen

 

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PRE-APPROVAL POLICIES

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PRE-APPROVAL POLICIES

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

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

The Audit Committee pre-approved all 20202023 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 20202023 and 20192022 were:

	2020	2019
Audit Fees	$15,493,000	$16,266,000
Audit-Related Fees	689,000	700,000
Tax Fees	32,000	28,000
All Other Fees	10,000	30,000
Total	$16,224,000	$17,024,000

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

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

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

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

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

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

All fees above include out-of-pocket expenses.

Finance Committee    FINANCE COMMITTEE RESPONSIBILITIES

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

•	At least annually, 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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•

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

•

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

•

the Company’s external dividend policy and dividend recommendations;

•

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

•

Board authorization and delegation levels with respect to financing matters.

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The Finance Committee also reviews and discusses with management:

•

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

•

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

 

•	2021 PROXY STATEMENT | 41Results 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.

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Governance, Membership and Public Affairs Committee    GOVERNANCE, MEMBERSHIP AND SUSTAINABILITY COMMITTEE RESPONSIBILITIES

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

Membership

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

Governance

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

Sustainability and Public Affairs

•

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

•

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

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•

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

•

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considering the performance

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

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

•

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

•

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

•

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

•

recommending to the Board the directors’ retirement age;

•

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

•

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

•

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

•

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

POLITICAL ACTIVITY AND GOVERNANCE

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

Mondelēz International has a proud history of involvement in the communities where employees live and work, including participation in the political process to support policies that impact our communities, employees and businesses. We provide comprehensive disclosure of political activity through our website: www.mondelezinternational.com/investors/corporate-governance/board-oversight-of-corporate-citizenshipreflecting our policies and procedures for making political contributions and expenditures. In addition, the website provides information on our lobbying activities and a link to the lobbying disclosure reports we file with the U.S.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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Human Resources and Compensation Committee

PEOPLE AND COMPENSATION COMMITTEE

HUMAN RESOURCES

PEOPLE AND COMPENSATION COMMITTEE INDEPENDENCE, INTERLOCKS AND INSIDER PARTICIPATION

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

•

an officer or employee of Mondelēz International;

•

•	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.

a participant in a related person transaction required to be disclosed under Item 404 of Regulation S-K (for a description of our policy on related person transactions, see “Review of Transactions with Related Persons” on page 35); or

•

RESPONSIBILITIES

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

RESPONSIBILITIES

The Compensation Committee’s charter sets out itsPCC’s responsibilities which include:

•	Establishing our executive compensation philosophy;
•	Determining the group of companies the PCC uses to benchmark executive and director compensation (the “Compensation Survey Peer Group”);
•	Periodically benchmarking non-employee director compensation against the Compensation Survey Peer Group, considering the appropriateness of the form and amount of non-employee director compensation, and making recommendations to the Board concerning director compensation with a view toward attracting and retaining qualified directors;
•	Assessing the appropriateness and competitiveness of our executive compensation programs, including severance programs and executive retirement income design;
•	Overseeing strategic progress indicators (“SPIs”) for incentive plans;
•	Reviewing and approving goals and objectives of the CEO; evaluating the performance of the CEO in light of these goals and objectives; and based upon this evaluation, determining both the elements and amounts of the CEO’s compensation, including perquisites. The CEO may not be present during voting or deliberations on his or her compensation;

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•

establishing our executive compensation philosophy;

•

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

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

•

assessing the appropriateness and competitiveness of our executive compensation programs;

•

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

•

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

•

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

•

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

•

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

•

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

•

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

•

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

•

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

•

monitoring executive officers’ compliance with our stock ownership guidelines;

•

advising the Board regarding the compensation of independent directors;

•

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

•

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

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

 

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THE COMPENSATION COMMITTEE’S USE OF AN INDEPENDENT COMPENSATION CONSULTANT

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

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

•

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

•

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

•

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

•

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

•

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

•

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

•

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

•

benchmarking, assessing and recommending non-employee director compensation.

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

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

EXECUTIVE OFFICERS HAVE A LIMITED ROLE IN THE 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 PCC reviews and discusses these recommendations with the CEO but retains full discretion over the compensation of these employees.
•	The CEO does not make recommendations or participate in deliberations regarding his own compensation.
•	Executive officers do not play a role in determining or recommending the amount or form of non-employee director compensation.

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

•

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

•

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

See “How Compensation Decisions are Made”“Decision-Making Process” on page 7076 for additional detail on roles in the decision makingdecision-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,long term, is critical to our success and important at all levels within our organization. Our Board’s involvement in leadership development and succession planning is systematic, strategic and continuous. The Compensation CommitteePCC oversees the development and retention of senior management talent while also maintaining an appropriatedeveloping a long-term succession and development plan for our CEO. Additionally, the Board has contingency plans for emergencies such as the death or disability of the CEO.

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

HOW THE COMPENSATION COMMITTEE MANAGES COMPENSATION-RELATED RISK

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

•

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

•

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

•

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

•

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

•

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

•

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

•

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

•

minimizing use of employment contracts;

•

not backdating or re-pricing option grants; and

•

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

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

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

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

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

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

•

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

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•

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

•

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

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

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OUR APPROACH TO ENVIRONMENTAL AND SOCIAL ISSUES

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 committedinformed by our understanding of the issues that are significant to living our purposebusiness and to empower peoplethe 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 snack right,deliver on our mission of leading the future of snacking by makingoffering the right snacks,snack, for the right moment, made the right way. OurWe have a clear strategic approach to environmentalmaking snacking right, so we can drive innovative, more sustainable business growth. Our strategic approach to Snacking Made Right, alongside our long-term growth strategy – represented by the four pillars of growth, execution, culture and social issues is about runningsustainability – helps us drive innovative, sustainable business growth.

OUR STRATEGIC FOCUS AREAS

Our strategic focus areas and progress goals map to the areas of our business the right way for the long-term, and respecting the needs of the planet,that represent our consumers, our colleagues and our stakeholders. We do so by reducing ourgreatest opportunities to help make a positive lasting impact on the environment through manufacturing and sourcing, as well as by improving the livescommunities we touch. Our strategy and respecting the rights of people across our value chain.

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

The future of our business depends on a sustainable value chain. We have public goals to which we hold ourselves accountable, we are continuing to make progress in our efforts, and we are committed to being transparent and effective in sharing our progress. This includes the sustainable sourcing of key ingredients, as well as reducing our environmental footprint and promoting the rights of people across our value chain. We continue to evolve our portfolio so that we are offering a broad range of high-quality snacks that address consumer needs, and this is central to our strategy of acceleratingsupporting our growth around the world. Atworld, creating long-term value for both the same time,business and our stakeholders, and delivering meaningful progress in reducing our environmental impact while empowering people and communities. We collaborate with partners, external advisors, regulators, shareholders and other stakeholders to increase our long-term positive impact and support the needs of both people and planet.

We have identified certain environmental and social strategic focus areas that we believe are workingsignificant to encourage consumers to snack mindfully, and we are providing portion-controlled offerings.building a more sustainable snacking company.

Ingredients

Climate

Packaging

Social Impact

Diversity, Equity & Inclusion

Consumer Well-Being

Employee Well-Being

Sustainable Ingredients

Environmental Impact

Packaging Innovation

Social Sustainability

Broad Portfolio

Portion Control

Mindful Snacking

Build resilient supply chains by driving out deforestation, protecting natural resourcesDevelop and enhancing farmer’s income and livelihoods focusing onadvance signature sourcing programs across key raw materials, including cocoa, wheat and palm oil, to help build greater end-to-end resilience in these supply chains.

UseHelp combat climate change through science-based targets, using natural resources end-to-end more efficiently to reduce our waste and water usage and minimize our impact on the climate renewably.

Drive toward zero net wasteAim to reduce and evolve packaging and innovative partnerships to improve recycling globally systems to support our vision of a more circular pack economy.

RespectPromote human rights across our value chain and help to enable empowered and inclusive communities.

Offer a wide-range of snacks, from wholesome to indulgent, that meet consumers’ evolving needs Champion DE&I for our colleagues, culture and communities.

Offer greater choiceAim to empower consumers of portion-controlled snacks with contemporary Well-being options and choices, Mindful Snacking habits and portion control.

Inspire mindful snacking habits by teaching consumers how to savor each biteBuild a culture that focuses on the safety, physical and experience more satisfaction from the snacks they love mental well-being of our colleagues.

	INTEGRITY, COMPLIANCE AND DIVERSITY
	Promoting a Culture of Safety		Producing Safe, Quality Food		Treating People Fairly		Championing Diversity & Inclusion
	Build a safety culture that promotes our goal of zero incidents and zero defects		Provide high-quality foods that are safe to eat		Build a culture of trust through adherence to our values, ethics and codes of conduct		Empower a diverse team to lead and innovate the future of snacking

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Board Oversight of ESG

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

BOARD OVERSIGHT AND GOVERNANCE OF ESG

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

We believe that consumers should not have to choose between snacking and eating right, or be concerned about the impact their snacking choices have on the world and their communities. Beginning with our Board, we have a comprehensive governance structure that provides strong oversight of our ESG efforts at all levelsefforts. Our Board oversees our ESG-related risks, strategy, progress, alignment with purpose, stakeholder interests, and strategic risks and opportunities, and reviews progress and challenges on evolving our growth culture and our DE&I goals. Specific responsibilities are delegated to our Board committees, which are composed solely of our organization including our strategic areasindependent directors.

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

Management is responsible for the day-to-day management and oversight of focus: climate change, circular packaging solutions and social impact. This includes management team oversight on criticalour sustainability programming and strategy development, in addition to regular progress reviews. The GovernanceOur 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, is directly responsible for overseeingchaired by our Chief Impact Officer, includes leaders from our key global functions and businesses and focuses on our environmental and social responsibility, including well-being.sustainability-related strategies. Our Chief Impact Officer and our EVP, Corporate & Legal Affairs — General Counsel and Corporate Secretary regularly report on sustainability matters to the Board and the Governance Committee.

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

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

OUR GOALS

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

2025 Goals

Sustainable Ingredients

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Environmental Impact

Packaging Innovation

Social Sustainability

Diversity & Inclusion

Portion Control

Mindful Snacking

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

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

100% of our packaging recyclable and labeled with consumer recycling information by 2025 25% reduction in virgin plastic use in rigid plastic packaging

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

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

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

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

UNITED NATIONS SUSTAINABLE DEVELOPMENT GOALS

 

United Nations Sustainable Development Goals

At Mondelēz International, we haveOur goals are aligned our commitments to theour business ambition to make snackslead the right way.future of snacking at Mondelēz International. Several of our commitmentsESG goals and the work that we are doing to deliver against these commitments directly supportadvance ESG align with the U.N. Sustainable Development Goals: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.

 

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ESG REPORTING

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2020 Environmental and Social Achievements

68%		100%		94%	ANNOUNCED GLOBAL D&I COMMITMENTS	EXCEEDED 2020 ENVIRONMENTAL TARGETS*
of cocoa volume for our chocolate brands sourced through Cocoa Life		palm oil certified by Roundtable on Sustainable Palm Oil   98% traceable to mill		packaging designed to be recyclable and eliminated more than 65,000 metric tonnes of packaging since 2013	doubling U.S. Black representation in management by 2024   spending $1B annually with minority- and women-owned businesses by 2024   appointed Chief Global Diversity & Inclusion Officer	more than 20% reduction in CO2 emissions from manufacturing   more than 30% reduction in total waste from manufacturing   more than 30% reduction in priority water usage     *baseline 2013

ESG Reporting

Every year we report the positive impact that we have on peoplebeing more transparent and planet by trackingeffective in sharing our progress against our public goals. Ourgoals and will share detailed updates in our annual ESG Snacking Made Right report. We expect to publish our next update will be published later this yearin April 2024 as part of our 20202023 Snacking Made Right report, which will be available on our website, www.mondelezinternational.com. The report will demonstrate the impact ofinclude updates on our activities progress againstto more sustainably source key ingredients, such as cocoa, wheat and palm oil. We will also provide updates on our public goals andefforts to promote rights of people across our value chain, including our efforts to help address the alignmentsystemic issue of child labor in the cocoa supply chain, as well as information on the steps we are taking to seek to reduce our Snacking Made Right strategies withenvironmental footprint. We also provide information regarding our efforts to help address the U.N. Sustainable Development Goals. Wesystemic issue of child labor in the cocoa supply chain in our annual Human Rights Due Diligence & Modern Slavery Report, which will be available on our website, www.mondelezinternational.com. In addition, we are also tracking adoption of standards such as those published by the Sustainability Accounting Standards Board (“SASB”) and the Task Force on Climate-related Financial Disclosures (“TCFD”), and we disclose alignment indexes to SASB and TCFD on our website. Our 20202023 Snacking Made Right report will publish updated areas ofprovide information regarding alignment between those standards and our current disclosures, and we will reflectcontinue to consider shareholder feedback as we continue to align our sustainability reporting with evolving standards. When we releaseWe monitor investor voting policies and continue to evolve our 2020 Snacking Made Right report, we willpractices and disclosures. We also releasedisclose our consolidated EEO-1 statement which includesof the racialrace and gender of U.S.-based employees, as well as our Board diversity of our U.S. employees.

data.

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COMPENSATION OF NON-EMPLOYEE DIRECTORS

COMPENSATION OF NON-EMPLOYEE DIRECTORS 

 

 

Review of Non-Employee Director Compensation REVIEW OF NON-EMPLOYEE DIRECTOR COMPENSATION

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

•

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

•

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

•

provided the Compensation Committee

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

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

Using Semler Brossy’s assessment, the Compensation CommitteePCC recommended to the Board, and the Board approved, an increase in the cash retainer of the Finance Committee Chair by $5,000 to $20,000 annually. The Board made no other changes to the non-employee director compensation program in 2020.2023. The average total retainer pay approximates market median and the pay mix of 39% cash and 61% equity is aligned with market.

Summary of 2020 Compensation Elements

SUMMARY OF 2023 COMPENSATION ELEMENTS

 

Annual Compensation Elements		Amount ($)
Annual Cash Retainer		110,000
Value of Annual Equity Retainer	175,000	190,000
AdditionalCashCompensation: Compensation
Lead Director Retainer		30,000
Audit Committee Chair Retainer		25,000
Compensation CommitteePCC Chair Retainer		25,000
Governance Committee Chair Retainer		20,000
Finance Committee Chair Retainer		20,000

 

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

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

Plan Limits on Non-Employee Director Grants 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. All stockOur 2024 Performance Incentive Plan (“2024 PIP”), if approved by our shareholders, limits the cash compensation and the fair market value of Common Stock grants made to any non-employee director in 2020any calendar year to non-employee directors were significantly below this amount.at most $750,000, except that for the first year a director joins the Board or the year in which a director is designated as Chair or Lead Director, such limit is increased to $1,000,000. See the “2020“2023 Non-Employee Director Compensation” and “2020“2023 Non-Employee Director Equity Awards” tables on page 5259 for specific values.details. See Item 3 for additional information regarding the 2024 PIP.

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Cash Compensation – Board, Lead Director and Committee Chair Retainers

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CASH COMPENSATION – BOARD, INDEPENDENT LEAD DIRECTOR AND COMMITTEE CHAIR RETAINERS

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

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

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

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

Director Stock Ownership Guidelines DIRECTOR STOCK OWNERSHIP GUIDELINES

To align the interests of our non-employee directors’directors and our shareholders’ interests,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
Ownershipexpectation		•	Amount equal to five5 times the annual Board cash retainer (i.e., $550,000). retainer.
Timetomeetexpectation		• Five	5 years fromafter joining the Board as a director.
Sharescountedtowardownership		•	Common Stock, including sole ownership, deferred stock unitsDSUs 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 unitsDSUs until six months after the director ends his or her service as a director. The Company does not require that shares be held after distribution/issuance.

If a non-employee director does not meet these ownership expectations, the Lead Director will consider the non-employee director’s particular situation and may take action as deemed appropriate. As of March 12, 2021,13, 2024, each director serving for at least five years met or exceeded the ownership expectation.

Company Match for Director Charitable Contributions COMPANY MATCH FOR DIRECTOR CHARITABLE CONTRIBUTIONS

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

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2020 Non-Employee Director Compensation

Name	Fees Earned or Paid in Cash(1) ($)	Stock Awards(2) ($)	All Other Compensation(3) ($)	Total ($)
Booth, Lewis	110,000	175,046	15,000	300,046
Bunch, Charles	122,692	175,046	15,000	312,738
Crew, Debra	110,000	175,046	10,000	295,046
Juliber, Lois	135,000	175,046	15,000	325,046
Ketchum, Mark(4)	40,495	–	15,000	55,495
May, Peter	110,000	175,046	–	285,046
Mesquita, Jorge	110,000	175,046	–	285,046
Neubauer, Joseph(4)	58,901	–	15,000	73,901
Reynolds, Fredric	135,000	175,046	15,000	325,046
Shi, Christiana	110,000	175,046	–	285,046
Siewert, Patrick	128,173	175,046	5,000	308,219
Todman, Michael(5)	69,808	175,046	15,000	259,854
van Boxmeer, Jean-François	129,038	175,046	–	304,084
(1) Includes all retainer fees earned or deferred pursuant to the 2001 Compensation Plan for Non-Employee Directors. (2) The amounts shown in this column represent the full grant date fair value of the deferred stock unit grants in 2020 as computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. Assumptions used in the calculation of these amounts are included in Note 12 to the consolidated financial statements contained in our 2020 Form 10-K. The deferred stock units are immediately vested, but receipt of the shares is deferred until six months after the director separates from service on the Board. The 2020 Non-Employee Director Equity Awards table provides further detail on the non-employee director grants made in 2020 and the number of stock awards outstanding as of December 31, 2020. (3) Represents Foundation contributions made as part of the Foundation Matching Gift Program. Annual match limits are based on gift date, not the match date by the Foundation. As such, the amounts reflected may represent gifts that directors made in 2019 but the Foundation did not match until 2020. (4) Effective May 13, 2020, Mr. Ketchum and Mr. Neubauer concluded their service on the Board. Their respective 2020 retainer payments were prorated based on the date their terms ended. They did not receive an annual equity grant during 2020. (5) Mr. Todman joined the Board effective May 13, 2020. His annual cash retainer was prorated based on the date his term began.

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2020

2023 NON-EMPLOYEE DIRECTOR COMPENSATION

Name		Fees Earned or Paid in Cash(1) ($)		Stock Awards(2) ($)		All Other Compensation(3) ($)		Total ($)
Booth, Lewis		135,000		190,063		15,000		340,063
Bunch, Charles		130,000		190,063		15,000		335,063
Cousin, Ertharin		110,000		190,063		6,000		306,063
Juliber, Lois(4)		51,181		–		20,000		71,181
Mesquita, Jorge		110,000		190,063		–		300,063
Mukherjee, Anindita(5)		110,000		269,232		–		379,232
Nielsen, Jane		122,418		190,063		–		312,481
Shi, Christiana(4)		41,703		–		–		41,703
Siewert, Patrick		140,000		190,063		15,000		345,063
Todman, Michael		133,104		190,063		–		323,167
´t Hart, Cees(6)		49,321		174,209		–		223,530

(1)	Includes all retainer fees earned or deferred pursuant to the 2001 Compensation Plan for Non-Employee Directors.
(2)	The amounts shown in this column represent the full grant date fair value of the DSU grants in 2023 as computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. Assumptions used in the calculation of these amounts are included in Note 12, Stock Plans, to the consolidated financial statements in our 2023 Form 10-K. The DSUs are immediately vested, but settlement of the shares is deferred until six months after the director separates from service on the Board. The 2023 Non-Employee Director Equity Awards table provides further detail on the non-employee director grants made in 2023 and the number of stock awards outstanding as of December 31, 2023.
(3)	Represents Foundation contributions made as part of the Foundation Matching Gift Program. Annual match limits are based on gift date, not the match date by the Foundation. As such, the amounts reflected may represent gifts that directors made in 2022 but the Foundation did not match until 2023.
(4)	Effective May 18, 2023, Ms. Juliber and Ms. Shi concluded their service on the Board. Their respective 2023 retainer payments were prorated based on the date their terms ended. They did not receive an annual equity grant during 2023.
(5)	Ms. Mukherjee joined the Board effective January 1, 2023. Because Ms. Mukherjee was appointed after our 2022 Annual Meeting of Shareholders, she also received a prorated director equity grant of 1,195 DSUs in 2023 for her Board service from January 1, 2023 until our 2023 Annual Meeting of Shareholders.
(6)	Mr. ‘t Hart joined the Board effective July 20, 2023.

Name	All Stock Awards: Number of Shares of Stock or Units Granted in 2020 (#)	All Stock Awards: Grant Date Fair Value of Stock or Units Granted in 2020(1) ($)	Outstanding Stock Awards as of December 31, 2020 (#)
Booth, Lewis	3,532	175,046	37,596
Bunch, Charles	3,532	175,046	18,914
Crew, Debra	3,532	175,046	12,796
Juliber, Lois	3,532	175,046	59,604
May, Peter	3,532	175,046	12,796
Mesquita, Jorge	3,532	175,046	37,960
Reynolds, Fredric	3,532	175,046	47,535
Shi, Christiana	3,532	175,046	21,662
Siewert, Patrick	3,532	175,046	37,750
Todman, Michael	3,532	175,046	3,571
van Boxmeer, Jean-François	3,532	175,046	43,710
(1) The amounts shown in this column represent the full grant date fair value of the deferred stock units granted in 2020 as computed in accordance with FASB ASC Topic 718.

 

2023 NON-EMPLOYEE DIRECTOR EQUITY AWARDS

		All Stock Awards: Number of Stocks or Units Granted in 2023		All Stock Awards: Grant Date Fair Value of Stock or Units Granted in 2023(1)		Outstanding Stock Awards as of December 31, 2023(2)
Name		(#)		($)		(#)
Booth, Lewis		2,461		190,063		49,219
Bunch, Charles		2,461		190,063		29,195
Cousin, Ertharin		2,461		190,063		6,975
Mesquita, Jorge		2,461		190,063		49,582
Mukherjee, Anindita		3,656		269,232		3,708
Nielsen, Jane		2,461		190,063		8,950
Siewert, Patrick		2,461		190,063		49,358
Todman, Michael		2,461		190,063		12,772
´t Hart, Cees		2,358		174,209		2,374

(1)	2021The amounts shown in this column represent the full grant date fair value of the DSUs granted in 2023 as computed in accordance with FASB ASC Topic 718.
(2)	The amounts shown in this column include dividends accrued on outstanding DSU grants. Shares subject to such DSU grants are fully vested but settlement is deferred until six months after the director separates from service on the Board.

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COMPENSATION DISCUSSION AND ANALYSIS (CD&A)

COMPENSATION DISCUSSION AND ANALYSIS

TABLE OF CONTENTS

Executive Summary TABLE OF CONTENTS	53
Our Growth StrategyEXECUTIVE SUMMARY	5360
Performance OverviewCOMPENSATION PROGRAM	5464
Impact of COVID-19 on Compensation PlansCOMPENSATION DETERMINATION PROCESS	5575
Overview of Pay ElementsCOMPENSATION GOVERNANCE	5578
2020 Compensation Program Design Changes	56
Executive Compensation Goals and Design Principles	56
Shareholder Engagement on Executive Compensation	57
Core Compensation Practices	58
Detailed Program Discussion	58
Total Target Compensation Mix	58
Elements of Compensation	59
How Compensation Decisions are Made	70
Compensation Governance	73

 

This CD&A details our alignment of pay with financial and strategic performance, outlines our shareholder outreach, provides an overview of compensation program design changes made for 2020,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 20202023 NEOs:

DirkVandePut Chairmanand ChiefExecutiveOfficer Chair & CEO

LucaZaramella ExecutiveVice President and(“EVP”) & Chief FinancialOfficer

Vinzenz Gruber EVP & President, Europe

Gustavo Valle EVP & President, North America

Laura Stein EVP, Corporate & Legal Affairs, General Counsel & Corporate Secretary

MaurizioBrusadelli ExecutiveVice Former EVP & President,and President, Asia,Middle East&Africa(“AMEA”)

VinzenzGruber ExecutiveVice Presidentand President, Europe

GlenWalter ExecutiveVice Presidentand President, NorthAmerica

 

Executive Summary

EXECUTIVE SUMMARY

OUR GROWTH

COMPANY PERFORMANCE AND STRATEGY

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

The three pillars of our strategy are:

 

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

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

PERFORMANCE OVERVIEW

Our 2020 performance demonstrates thatThe success of our strategic priorities and long-term strategy is demonstrated by our financial results. Over the past five years, we have seen a marked increase in our top-line growth, cash flow generation and record gross profit dollar growth. We believe we are working. Year-over-year highlights ofwell-positioned for continued value creation as we further strengthen and reshape our 2020 performance, which reflects the impact of COVID-19, include:portfolio, leverage our superior brands and advantaged footprint, and substantially reinvest in our brands, capabilities and talent.

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Strong 2023 Performance⁽¹⁾

 

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

Our 2023 results continue to demonstrate the power of our brands,underscore the strength of our global footprintexecution, importance of our investments and the potentialresiliency of our strategic plan. Since Mr. Van de Put assumed the CEO role in November 2017portfolio, footprint, categories and developedbrands. In 2023, we delivered double-digit revenue and implementedearnings growth, leading to strong cash flow generation and capital return to shareholders. As demonstrated below, our new strategy, our TSR performance has outpaced mostexecution of our industry peers.

Annualizedstrategy and smart capital allocation over the past five years continues to drive strong Total Shareholder Return During Mr. Van de Put’s Tenure as CEO(“TSR”) performance with leading results among our industry peer group.

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

 

We also announced an 11% dividend per share increaseIn 2023, we delivered approximately $2.2 billion in the third quarter of 2020dividends to shareholders and returned $3.1approximately $1.5 billion ofin capital to shareholders duringin the yearform of share repurchases while continuing to make significant investments in our business. All of this was made possible through our strong cash flow results, withrealizing net cash provided byfrom operating activities generating $4.0of approximately $4.7 billion, up $0.8 billion versus prior year, resulting in our strong Free Cash Flow⁽¹⁾ of $3.1approximately $3.6 billion, for 2020.up $0.6 billion versus prior year.

 

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

Strong and Consistent Outperformance on Annualized TSR

 

(1)

Reflects year-over-year and/or 2023 highlights. We report our financial results in accordance with U.S. GAAP. However, we use non-GAAP financial measures in making financial, operating and planning decisions and in evaluating our performance. See definitiondefinitions of these measures and GAAP to non-GAAP reconciliationreconciliations in Annex A.

(2)

Given the nature of non-recurring items that impacted our 2023 reported diluted EPS growth, we believe adjusted EPS growth provides the most accurate picture of our 2023 performance. Our 2023 reported diluted performance was positively impacted by several items impacting comparability including a gain on marketable securities, favorable year-over-year change in mark-to-market impacts from currency and commodity derivatives, higher net gain on equity method investment transactions, lower impact from the European Commission legal matter, lapping prior year acquisition-related costs, lapping prior year incremental costs due to the war in Ukraine, a gain on the sale of our developed market gum business, lapping prior year loss on debt extinguishment, lower intangible asset impairment charges and lapping prior year inventory step-up charges. Please refer to Annex A for more information on these items.

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IMPACT OF COVID-19 ON COMPENSATION PLANS

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

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OVERVIEW OF PAY ELEMENTS

This table identifies and describes the primary elements and outcomes of the 20202023 executive compensation program for our NEOs, includingreflecting the alignmentphilosophy of each incentive plan metric with our strategy. A more detailed discussion, including definitions ofPeople and Compensation Committee (“PCC”) to set challenging but attainable targets to reward performance. The performance metrics below are aligned directly to the financial measures used in our AIPkey business goals and PSU grants, can be found later in this CD&A and in Annex A.strategy highlighted above. 

 

Pay Element	2021 PROXY STATEMENT | 55Vehicle	2023 Performance Measures & Key Characteristics(1)			2023 Objectives
Base Salary	Cash	Fixed cash paid regularly			Review and adjust when appropriate to attract and retain world-class business leaders by offering market-competitive salaries based on position, scope of role and experience
Annual Incentive Plan (“AIP”)	100% At-risk cash	80% Financial Measures: • Organic Volume Growth (15%) • Organic Net Revenue Growth (15%) • Adjusted Gross Profit Growth (35%)   • Adjusted Operating Income Growth (15%) • Free Cash Flow (20%)		30pp Market Share Overlay	Reward and motivate annual accomplishment of critical financial and strategic objectives across our four strategic priorities: growth, execution, culture and sustainability
		20% Strategic Progress Indicators (“SPI”) Goals(2)
Long-Term Incentive (“LTI”) Program	75% Performance Share Units (“PSUs”) • 3-year cliff vesting • 1-year holding post vesting	• 25% Organic Net Revenue Growth • 25% Adjusted EPS Growth • 50% Annualized Relative TSR   • Cap PSU payout at target if TSR is negative at the end of the performance period • Above median performance (55th percentile) required to achieve target payout for the Relative TSR metric			Reward long-term performance for delivering sustained long-term growth and creating shareholder value
	25% Stock Options • 3-year ratable vesting • 1-year holding post exercise	Stock Price

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

2020 COMPENSATION PROGRAM DESIGN CHANGES

2023 Compensation Program Design Changes

We changeddid not make any material changes to our compensation2023 design relative to our design in 2022. Our program as we transitioned to a newremains aligned with our business strategy and incorporatedreflects the strength of ongoing shareholder feedback to further align our compensation structure with long-term value creation. As previewed in our 2020 proxy statement, notable changes to our compensation programs are summarized below.feedback.

Annual Incentive Plan

•

Replaced Defined EPS with Defined Operating Income

•

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

•

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

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

Long-Term Incentive Plan

•

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

•

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

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

EXECUTIVE COMPENSATION GOALS AND DESIGN PRINCIPLES

The Compensation CommitteePCC oversees our executive compensation program, focusingwhich is designed to focus on the followingfour primary goals:

1.

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

2.

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

3.

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

4.

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

principles.

 

Design Principles

Objective Principle		How We Accomplish
Attract, retain and motivate talented executives and develop world-class business leaders		• Align our executive pay packages with comparable positions at companies in our Compensation Survey Peer Group, taking into account tenure, experience, performance and complexity of scope
LinkAlign executive pay toand performance and strategy by aligning		• Make a significant portion of our executives’ compensation with the achievement of relevantdependent on achieving robust financial and critical strategic performance goals.	• Set substantive performance goals reflecting strategywhich are set at the beginning of performance cycles and hold executives accountable for delivering on those targets (see “Overview of Pay Elements” on page 55 for linkage of each pay element to our strategy). • Consider individual performance in achievement against strategic goals.
Put pay at risk by heavily weighting the mix of fixed and variable compensation toward variable components. components		• 90%91% of our CEO’s target compensation and 80%on average 83% of the other NEOs’ target compensation is at risk.risk
Heavily weight the mix of incentives towardAlign our executives’ and shareholders’ interests to promote sustained and superior long-term equity, the value of which aligns withshareholder returns to our shareholders and rewards long-term sustainable performance.		• 72%75% of our CEO’s target compensation and 61%on average 65% of the other NEOs’ target compensation is in equity-based grants, comprising of PSUs and stock options • For PSUs, require above median performance (55th percentile) to achieve target payout for the Relative TSR metric • Maintain stock ownership policy that incentivize long-term performance.
Target compensation at or near the median of our Compensation Survey Peer Group.	• Our CEO’s annual target pay package is slightly below the median CEO target compensation of our 2020 Compensation Survey Peer Group. • Target compensation for our other NEOs is at or near the median of their comparable positions in our 2020 Compensation Survey Peer Group.
Require executives to hold stockrequires ownership at or above peer benchmark levels to align their interests with shareholders and to encourage driving long-term performance rather than short-term decision-making.	• Maintain rigorous stock ownership requirements: CEO(CEO must hold shares equal to 8 times salary and the other NEOs must hold shares equal to 4 times salary.salary) and 1-year holding requirements • All NEOs must hold net shares for at least one year after exercise/vesting regardless of ownership compliance.

	2021
	2024 PROXY STATEMENT  |  5662

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SHAREHOLDER ENGAGEMENT ON EXECUTIVE COMPENSATION

The Board encourages open and constructive dialogue with shareholders onregarding our executive compensation to facilitate alignment on policies and practices. At the 20202023 Annual Meeting of Shareholders, over 92%approximately 91% of the votes cast forin our say-on-pay advisory vote were in favor of our executive compensation policies and practices.

This year we continued our ongoing shareholder engagement program We did not make any changes to solicit feedback on our strategy, governance, sustainability practices and compensation programs. In total, we reached out to shareholders representing 47% of our outstanding shares. We ultimately had conversations with 25 different shareholders, representing approximately 37% of our outstanding shares. The independent Lead Director and three members of the Compensation Committee led conversations with shareholders representing 20% of our outstanding shares.

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

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

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

 

2021 PROXY STATEMENT | 57

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CORE

COMPENSATION PRACTICESPROGRAM GOVERNANCE

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