DEF 14A of Mondelez International, Inc., Apr 4, 2025

DEF 14A of Mondelez International, Inc.

Filed Apr 4, 2025 · FY20240001103982-25-000113

Open on EDGAR

  1. TABLE OF CONTENTS

    | COMPENSATION OF NON-EMPLOYEE DIRECTORS | 57 | | Review of Non-Employee Director Compensation | 57 | | Summary of 2024 Compensation Elements | 57 | | Plan Limits on Non-Employee Director Grants | 57 | | Cash Compensation – Board, Independent Lead Director and Committee Chair Retainers | 58 | | Equity Compensation – Annual Equity Grant | 58 | | Director Stock Ownership Guidelines | 58 | | Company Match for Director Charitable Contributions | 58 | | 2024 Non-Employee Director Compensation | 59 | | 2024 Non-Employee Director Equity Awards | 59 | | COMPENSATION DISCUSSION AND ANALYSIS (CD&A) | 60 | | Executive Summary | 60 | | Compensation Program | 64 | | Compensation Determination Process | 76 | | Compensation Governance | 79 | | EXECUTIVE COMPENSATION TABLES | 82 | | 2024 Summary Compensation Table | 82 | | 2024 Grants of Plan-Based Awards | 84 | | 2024 Outstanding Equity Awards at Fiscal Year-End | 85 | | 2024 Options Exercised and Stock Vested | 86 | | 2024 Pension Benefits | 87 | | Retirement Benefit Plan Description | 87 | | 2024 Non-Qualified Deferred Compensation Benefits | 88 | | Potential Payments Upon Termination or Change in Control | 90 | | PEOPLE AND COMPENSATION COMMITTEE REPORT FOR THE YEAR ENDED DECEMBER 31, 2024 | 94 | | CEO PAY RATIO | 95 | | PAY VERSUS PERFORMANCE | 96 | | Financial Performance Measures | 98 | | Analysis of the Information Presented in the Pay Versus Performance Table | 98 | | OWNERSHIP OF EQUITY SECURITIES | 100 | | Delinquent Section 16(a) Reports | 101 | | ITEM 2. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION | 102 | | ITEM 3: APPROVAL OF THE GLOBAL EMPLOYEE STOCK PURCHASE MATCHING PLAN | 103 |

  2. ELECTION OF DIRECTORS – NOMINEES

    ELECTION OF DIRECTORS – NOMINEES The Board nominated each of the nine incumbent directors listed here as well as one new director nominee, Nancy McKinstry. Mr. Bunch and Ms. Mukherjee are not standing for re-election to the Board, and, effective as of the Annual Meeting, the size of the Board will be reduced to 10 directors. The Director nominees vary in age from 58 to 69, include four women, and collectively bring a range of professional and life experiences to the Board. Three self-identify as Black and seven self-identify as white. Directors are elected for a term of one year. Additional information about the director nominees is provided under “Director Nominees for Election at the Annual Meeting” on page 23.

  3. Director Nominee Tenure and Age

    Director Nominee Tenure and Age

  4. Director Nominee Tenure and Age

    | | 2025 PROXY STATEMENT | 13 |

  5. Director Nominee Tenure and Age

    | PROXY STATEMENT SUMMARY Director Nominees |

  6. Director Nominees at a Glance

    Director Nominees at a Glance

  7. Director Nominees at a Glance

    | Ertharin Cousin Founder, President and Chief Executive Officer, Food Systems For The Future Institute and Former Executive Director of the United Nations World Food Program Director since 2022 Age: 67 INDEPENDENT | Cees ‘t Hart Former Chief Executive Officer, Carlsberg Group Director since 2023 Age: 66 INDEPENDENT | Nancy McKinstry Chief Executive Officer and Chair of the Executive Board, Wolters Kluwer Director Nominee Age: 66 INDEPENDENT | Brian J. McNamara Chief Executive Officer, Haleon plc Director since 2024 Age: 58 INDEPENDENT | | Jorge S. Mesquita Former Chief Executive Officer, BlueTriton Brands, Inc. Director since 2012 Age: 63 INDEPENDENT | Jane Hamilton Nielsen Former Chief Operating Officer, Ralph Lauren Corporation Director since 2021 Age: 60 INDEPENDENT | Paula A. Price Former Executive Vice President and Chief Financial Officer, Macy’s, Inc., Director since 2024 Age: 63 INDEPENDENT | Patrick T. Siewert Senior Advisor, The Carlyle Group, Inc. and Head of Consumer, Media, and Retail, The Carlyle Group Asia, Retired Director since 2012 Lead Director since 2022 Age: 69 INDEPENDENT | | | Michael A. Todman Former Vice Chairman, Whirlpool Corporation Director since 2020 Age: 67 INDEPENDENT | Dirk Van de Put Chair and Chief Executive Officer, Mondelēz International, Inc. Director since 2017 Age: 64 | |

  8. Director Nominees at a Glance

    | 14 | 2025 PROXY STATEMENT | |

  9. Director Nominees at a Glance

    | | OUR GOVERNANCE FRAMEWORK |

  10. TOTAL TARGET COMPENSATION MIX

    TOTAL TARGET COMPENSATION MIX The People and Compensation Committee places significant focus on performance-based compensation, which is provided in the form of an annual performance incentive under the Annual Incentive Plan and stock options and Performance Share Units under the Long-Term Incentive Plan. Our focus on performance-based compensation rewards strong company financial and operating performance and aligns the interests of our NEOs with those of our shareholders. Below, we show the 2024 total target compensation mix for our CEO and, on average, our other NEOs. This compensation mix includes base pay, target annual incentive and long-term incentive grants. A significant portion of compensation for both the CEO and the other NEOs is at risk/variable pay.

  11. ITEM 1. ELECTION OF DIRECTORS

    ITEM 1. ELECTION OF DIRECTORS

  12. ITEM 1. ELECTION OF DIRECTORS

    | | HOW WE BUILD AN EXPERIENCED AND QUALIFIED BOARD |

  13. THE BOARD RECOMMENDS SHAREHOLDERS VOTE FOR THE ELECTION OF EACH OF THE 10

    THE BOARD RECOMMENDS SHAREHOLDERS VOTE FOR THE ELECTION OF EACH OF THE 10 DIRECTOR NOMINEES INTRODUCED BELOW. The following information regarding each director nominee is as of April 4, 2025, unless otherwise noted.

  14. THE BOARD RECOMMENDS SHAREHOLDERS VOTE FOR THE ELECTION OF EACH OF THE 10

    | | Ertharin Cousin Founder, President and Chief Executive Officer, Food Systems for the Future Institute and Former Executive Director of the United Nations World Food Program INDEPENDENT | DIRECTOR SINCE: January 2022 Age: 67 | 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 nonprofit organization to catalyze, enable and scale market‑driven agtech, foodtech and food innovations, and also as Visiting Scholar, Spogli Institute for the Study of International Relations, Center for Food and Environment at Stanford University. She has served as Distinguished Fellow of The Chicago Council on Global Affairs, a global affairs think tank, since 2017. Ms. Cousin previously served as Payne Distinguished Lecturer and Visiting Fellow at Stanford University’s Spogli Institute from 2017 to 2019. From 2012 to 2017, Ms. Cousin served as Executive Director of the United Nations World Food Program, the food‑assistance branch of the United Nations. She was Ambassador and Permanent Representative to the United Nations Food and Agriculture Agencies on behalf of the U.S. Department of State from 2009 to 2012. Ms. Cousin previously served in a variety of executive roles between 1987 and 2009, including Founding President and Chief Executive Officer of The Polk Street Group, a management services company; Executive Vice President and Chief Operating Officer of America’s Second Harvest; Senior Vice President, Public Affairs for Albertsons Companies; White House Liaison and Special Advisor to the Secretary for the 2016 Olympics for the U.S. Department of State; and Assistant Attorney General for The State of Illinois. | | | | | | DIRECTOR QUALIFICATIONS: •Ms. Cousin has more than 40 years of national and international nonprofit, government and corporate leadership experience, including leading the world’s largest humanitarian organization, the United Nations World Food Program, in Rome. •As U.S. Ambassador to the U.N. Agencies for Food and Agriculture in Rome, she represented U.S. interests in global leader discussions regarding humanitarian and development activities, and she served as the U.S. Representative for all food-, agriculture- and nutrition‑related issues. •As Executive Vice President and Chief Operating Officer, Ms. Cousin led the national operations of the largest U.S. hunger relief organization, America’s Second Harvest (now Feeding America). She also has corporate leadership experience from serving as a member of Albertsons Companies, Inc.’s executive leadership team. •Ms. Cousin has public company executive, board and corporate governance experience. She is a director of Bayer AG and Borealis Foods. | | | | |

  15. THE BOARD RECOMMENDS SHAREHOLDERS VOTE FOR THE ELECTION OF EACH OF THE 10

    | 24 | 2025 PROXY STATEMENT | |

  16. THE BOARD RECOMMENDS SHAREHOLDERS VOTE FOR THE ELECTION OF EACH OF THE 10

    | | Cees ‘t Hart Former Chief Executive Officer, Carlsberg Group INDEPENDENT | DIRECTOR SINCE: July 2023 Age: 66 | DIRECTOR SKILLS: | BOARD COMMITTEES: •Incoming Chair, Finance •Audit | | PROFESSIONAL BACKGROUND: Mr. ‘t Hart served as Chief Executive Officer of Carlsberg Group, a brewing company, from 2015 to August 2023. Prior to joining Carlsberg, Mr. ‘t Hart was CEO of the Dutch dairy company Royal FrieslandCampina, a position which he had held since 2008. Prior to Royal FrieslandCampina, he spent 25 years with Unilever, holding positions across Eastern and Western Europe, and Asia. His last position at Unilever was as a member of the Europe Executive Board. | | | | | | DIRECTOR QUALIFICATIONS: •During his 38-year career, Mr. ‘t Hart has gained valuable experience in executive leadership, operations management, cost management and strategic planning. •Mr ‘t Hart was the main architect behind Carlsberg’s successful program to restore robust sales and profitability in its core markets and its strategic move into China. •Mr. ‘t Hart has extensive public company board and global corporate governance experience. He is a member of the Supervisory Board of Randstad. Mr. ‘t Hart is a former member of the Supervisory Board of KLM and a former member of the Board of AFKLM. | | | | |

  17. THE BOARD RECOMMENDS SHAREHOLDERS VOTE FOR THE ELECTION OF EACH OF THE 10

    | | 2025 PROXY STATEMENT | 25 |

  18. THE BOARD RECOMMENDS SHAREHOLDERS VOTE FOR THE ELECTION OF EACH OF THE 10

    | | Nancy McKinstry Chief Executive Officer and Chair of the Executive Board, Wolters Kluwer INDEPENDENT | Age: 66 | DIRECTOR SKILLS: | | PROFESSIONAL BACKGROUND: Ms. McKinstry has served as Chief Executive Officer and Chair of the Executive Board of Wolters Kluwer N.V., a global information, software and services provider, since September 2003, and as a member of its Executive Board since June 2001. She previously served in leadership positions including CEO of Wolters Kluwer’s operations in North America and product management positions with CCH INCORPORATED, part of Wolters Kluwer’s Tax & Accounting division. Ms. McKinstry began her career with Booz & Company (formerly Booz Allen Hamilton), an international management-consulting firm, where she focused on assignments in the media and technology industries. She has announced her retirement from Wolters Kluwer effective February 2026. | | | | | DIRECTOR QUALIFICATIONS: •As the Chief Executive Officer and Chair of the Executive Board of Wolters Kluwer N.V., Ms. McKinstry contributes global perspectives and management experience, including an understanding of key issues facing a multinational business. •Ms. McKinstry has valuable experience in operations, product management, tax, accounting, risk and compliance and the media and technology industries. •Ms. McKinstry has repeatedly been included in leading lists of business media as one of the most powerful women in business. She is among Fortune International’s Most Powerful Women in Business list, and was included in the list of HBR’s Best-Performing CEOs in the World for 2019. •Ms. McKinstry has extensive public company board and global corporate governance experience. She is a member of the boards of Accenture plc and Abbott Laboratories. | | | |

  19. THE BOARD RECOMMENDS SHAREHOLDERS VOTE FOR THE ELECTION OF EACH OF THE 10

    | 26 | 2025 PROXY STATEMENT | |

  20. THE BOARD RECOMMENDS SHAREHOLDERS VOTE FOR THE ELECTION OF EACH OF THE 10

    | | Brian J. McNamara Chief Executive Officer, Haleon plc INDEPENDENT | DIRECTOR SINCE: February 2024 Age: 58 | DIRECTOR SKILLS: | BOARD COMMITTEES: •Governance •People and Compensation | | PROFESSIONAL BACKGROUND: Mr. McNamara has served as Chief Executive Officer of Haleon plc (formerly GSK ConsumerHealthcare), a global consumer healthcare company, since May 2022. Mr. McNamara joined GlaxoSmithKline plc, a global pharmaceutical and biotechnology company, in 2015 and served in various capacities, including Chief Executive Officer Designate, Haleon, from July 2021 to May 2022, Chief Executive Officer, GSK Consumer Healthcare, from October 2016 to May 2021 and Head of Europe and Americas, GSK Consumer Healthcare, from March 2015 to September 2016. Prior to that, he worked for 28 years in a variety of leadership positions for several global consumer products providers, including Novartis AG and The Procter & Gamble Company. | | | | | | DIRECTOR QUALIFICATIONS: •During his 36-year career, Mr. McNamara has gained valuable experience in executive leadership and global operations management. He has a strong track record of building and marketing global brands, including driving strong, profitable growth and brand innovation. •Mr. McNamara brings strong consumer products industry knowledge and marketing experience from his work at GSK Consumer Healthcare, Novartis AG and The Procter & Gamble Company. He brings a global perspective to the Board, having lived and worked in Europe and the Americas. •Mr. McNamara has public company board and corporate governance experience. He is a director of Haleon plc. | | | | |

  21. THE BOARD RECOMMENDS SHAREHOLDERS VOTE FOR THE ELECTION OF EACH OF THE 10

    | | 2025 PROXY STATEMENT | 27 |

  22. THE BOARD RECOMMENDS SHAREHOLDERS VOTE FOR THE ELECTION OF EACH OF THE 10

    | | Jorge S. Mesquita Former Chief Executive Officer, BlueTriton Brands, Inc. INDEPENDENT | DIRECTOR SINCE: May 2012 Age: 63 | DIRECTOR SKILLS: | BOARD COMMITTEES: •Audit •Finance | | PROFESSIONAL BACKGROUND: Mr. Mesquita served as Chief Executive Officer of BlueTriton Brands, a beverage company that offers regional spring water and national purified water brands, from July 2021 to March 2022. Prior to that, he was Executive Vice President and Worldwide Chairman, Consumer of Johnson & Johnson, a global healthcare products company, from 2014 until 2019. He also served on J&J’s Executive Committee and led the Consumer Group Operating Committee. Mr. Mesquita was an advisor to Cinven, a UK private equity firm, from 2020 to 2021. Mr. Mesquita was employed by Procter & Gamble, a global marketer of consumer products, in various marketing and leadership capacities for 29 years from 1984 to 2013. During his tenure at P&G, he served as Group President – New Business Creation and Innovation from 2012 until 2013; Group President – Special Assignment from January 2012 until March 2012; Group President, Global Fabric Care from 2007 to 2011; President, Global Home Care from 2001 to 2007; and President of Commercial Products and President of P&G Professional from 2006 to 2007. | | | | | | DIRECTOR QUALIFICATIONS: •Mr. Mesquita brings extensive experience leading major global company business units. In these roles, he has a strong track record of building and marketing global brands, including the reinvention of key brands, leading strategic business transformations and driving strong, profitable growth. •As CEO of BlueTriton Brands, he embarked on growth and innovation initiatives. As Procter & Gamble’s Group President, New Business Creation and Innovation, Mr. Mesquita redesigned the business development organization and worked across the company with technology, marketing and finance leaders to develop groundbreaking innovation capabilities. •Mr. Mesquita was born and raised in Mozambique, Africa. He has lived and worked in several countries, including Venezuela, Mexico, Brazil and the United States. He is fluent in Portuguese, Spanish and English. •Mr. Mesquita has public company board and corporate governance experience. He is a director of Humana Inc. | | | | |

  23. THE BOARD RECOMMENDS SHAREHOLDERS VOTE FOR THE ELECTION OF EACH OF THE 10

    | 28 | 2025 PROXY STATEMENT | |

  24. THE BOARD RECOMMENDS SHAREHOLDERS VOTE FOR THE ELECTION OF EACH OF THE 10

    | | Jane Hamilton Nielsen Former Chief Operating Officer, Ralph Lauren Corporation INDEPENDENT | DIRECTOR SINCE: May 2021 Age: 60 | DIRECTOR SKILLS: | BOARD COMMITTEES: •Incoming Chair, Audit •Finance | | PROFESSIONAL BACKGROUND: Ms. Nielsen served as Chief Operating Officer of Ralph Lauren Corporation, a global leader in the design, marketing and distribution of premium lifestyle products, from June 2023 until March 2025. She led Ralph Lauren’s global technology, business development, integrated business and inventory planning, logistics and real estate operations. She also served as Ralph Lauren’s Chief Financial Officer and Chief Operating Officer from 2016 until May 2023, and Chief Financial Officer from 2016 until 2019. Ms. Nielsen 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. She has experience in the areas of mergers & integration, investor relations and strategic planning. | | | | | | DIRECTOR QUALIFICATIONS: •Ms. Nielsen has extensive financial experience gained during her service as Chief Operating Officer and Chief Financial Officer at Ralph Lauren, as Chief Financial Officer at Coach and in her 15 years at 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. | | | | |

  25. THE BOARD RECOMMENDS SHAREHOLDERS VOTE FOR THE ELECTION OF EACH OF THE 10

    | | 2025 PROXY STATEMENT | 29 |

  26. THE BOARD RECOMMENDS SHAREHOLDERS VOTE FOR THE ELECTION OF EACH OF THE 10

    | | Paula A. Price Former Executive Vice President and Chief Financial Officer of Macy’s, Inc. INDEPENDENT | DIRECTOR SINCE: May 2024 Age: 63 | DIRECTOR SKILLS: | BOARD COMMITTEES: •Audit •Finance | | PROFESSIONAL BACKGROUND: Ms. Price served as Executive Vice President and Chief Financial Officer of Macy’s, Inc., an omni-channel retailer of merchandise, including apparel and accessories, cosmetics and other goods, from July 2018 to May 2020. Ms. Price was a full-time senior lecturer at Harvard Business School in the accounting and management unit from July 2014 to June 2018. Prior to that, she was Executive Vice President and Chief Financial Officer of Ahold USA, a retailer that operated more than 700 supermarkets in the United States under the Stop & Shop, Giant and Martin’s names, as well as the Peapod online grocery delivery service, from May 2009 to January 2014. Ms. Price has more than 30 years of financial and operational experience and previously held senior management positions at CVS Caremark, JPMorgan Chase, Diageo and Kraft Foods. | | | | | | DIRECTOR QUALIFICATIONS: •Ms. Price has extensive financial experience gained during her service as Chief Financial Officer at Macy’s, and as Executive Vice President and Chief Financial Officer of Ahold USA. Ms. Price is a certified public accountant; she began her career at Arthur Andersen & Co. •Ms. Price brings to the Board many years of experience in the food and consumer products industry. Throughout her tenure at Ahold USA, Ms. Price was responsible for finance and accounting, strategic planning, real estate development and construction and information technology. •Ms. Price has public company board and corporate governance experience. She is a director of Accenture plc, Bristol Myers Squibb and Warner Bros. Discovery, Inc., and a former director of DaVita Inc., Dollar General Corporation and Western Digital Corporation. | | | | |

  27. THE BOARD RECOMMENDS SHAREHOLDERS VOTE FOR THE ELECTION OF EACH OF THE 10

    | 30 | 2025 PROXY STATEMENT | |

  28. THE BOARD RECOMMENDS SHAREHOLDERS VOTE FOR THE ELECTION OF EACH OF THE 10

    | | Patrick T. Siewert Senior Advisor, The Carlyle Group, Inc. and Head of Consumer, Media, and Retail, The Carlyle Group Asia, Retired INDEPENDENT | DIRECTOR SINCE: October 2012 LEAD DIRECTOR SINCE: May 2022 Age: 69 | DIRECTOR SKILLS: | BOARD COMMITTEES: •Incoming Chair, Governance •Serves as an alternate member of such Board committees as designated by the Board | | PROFESSIONAL BACKGROUND: Mr. Siewert has served as Senior Advisor for The Carlyle Group, Inc., a global alternative asset management firm, since July 2023. Mr. Siewert joined The Carlyle Group in 2007 and served as Partner & Managing Director, Head of Consumer, Media, and Retail Asia until June 2023. He also has served as Chairman, Asia, Restaurant Brands International since May 2024. From 2001 to 2007, Mr. Siewert held a variety of roles with The Coca-Cola Company, a global beverage company, including Group President and Chief Operating Officer, Asia, and was a member of the Global Executive Committee. From 1974 to 2001, he held a variety of roles with Eastman Kodak Company, a technology company focused on imaging products and services, including Chief Operating Officer, Consumer Imaging and Senior Vice President and President of the Kodak Professional Division. | | | | | | DIRECTOR QUALIFICATIONS: •While working at Coca-Cola, Eastman Kodak and Carlyle, Mr. Siewert developed extensive knowledge in the food and beverage and consumer products industries, especially insights into consumer trends and routes-to-market. •Mr. Siewert has led business operations in the Americas, Europe, Africa, the Middle East and Asia. He currently focuses on investments and operations in Asian markets and select global opportunities. •Mr. Siewert has extensive public company board and corporate governance experience. He is a member of the Board of Directors of Avery Dennison Corporation. | | | | |

  29. THE BOARD RECOMMENDS SHAREHOLDERS VOTE FOR THE ELECTION OF EACH OF THE 10

    | | 2025 PROXY STATEMENT | 31 |

  30. THE BOARD RECOMMENDS SHAREHOLDERS VOTE FOR THE ELECTION OF EACH OF THE 10

    | | Michael A. Todman Former Vice Chairman, Whirlpool Corporation INDEPENDENT | DIRECTOR SINCE: May 2020 Age: 67 | DIRECTOR SKILLS: | BOARD COMMITTEES: •Governance •Chair, People and Compensation | | PROFESSIONAL BACKGROUND: Mr. Todman served as Vice Chairman of Whirlpool Corporation, a global home appliance company, from November 2014 until his retirement in December 2015 and as a member of Whirlpool’s Board of Directors for nine years. Prior to that, Mr. Todman was President, Whirlpool International, from 2009 to 2014 and President, Whirlpool North America, from 2007 to 2009. Mr. Todman joined Whirlpool in 1993 and served in various capacities, including management, operations, sales and marketing positions in North America and Europe. Before joining Whirlpool, Mr. Todman served in a variety of roles of increasing responsibility with Wang Laboratories, Inc., a manufacturer of computer systems, from 1983 to 1993, and PricewaterhouseCoopers LLP, a multinational professional services firm, from 1979 to 1983. | | | | | | DIRECTOR QUALIFICATIONS: •Mr. Todman has broad leadership experience, including leading a $10 billion international business unit at Whirlpool. •Mr. Todman brings strong industry knowledge and marketing experience. He has extensive consumer experience from Whirlpool and as a director of Newell Brands and Brown-Forman. •Mr. Todman has comprehensive knowledge of emerging markets and has led strategic growth initiatives for emerging markets in Asia. •Mr. Todman has extensive public company board and corporate governance experience. He is a director of Brown-Forman, Carrier Global Corporation and Prudential, and a former director of Newell Brands and Whirlpool. | | | | |

  31. THE BOARD RECOMMENDS SHAREHOLDERS VOTE FOR THE ELECTION OF EACH OF THE 10

    | 32 | 2025 PROXY STATEMENT | |

  32. THE BOARD RECOMMENDS SHAREHOLDERS VOTE FOR THE ELECTION OF EACH OF THE 10

    | | Dirk Van de Put Chair and Chief Executive Officer, Mondelēz International, Inc. | DIRECTOR SINCE: November 2017 CHAIR SINCE: April 2018 Age: 64 | DIRECTOR SKILLS: | | PROFESSIONAL BACKGROUND: Mr. Van de Put became Chief Executive Officer of Mondelēz International and joined the Company’s Board of Directors in November 2017. He became Chair in April 2018. Mr. Van de Put served as President and Chief Executive Officer of McCain Foods Limited, a multinational frozen food provider, from 2011 to 2017, and served as its Chief Operating Officer from 2010 to 2011. Mr. Van de Put was President and Chief Executive Officer, Global Over-the-Counter, Consumer Health Division of Novartis AG, a global healthcare company, from 2009 to 2010. From 1998 to 2009, he held a variety of roles with Groupe Danone SA, a multinational provider of packaged water, dairy and baby food products, including Executive Vice President, Fresh Dairy and Waters, Americas, and Executive Vice President, Fresh Dairy and Waters, Latin America. From 1997 to 1998, Mr. Van de Put served as President, Coca-Cola Caribbean, and as Vice President, Value Chain Management, Coca-Cola Brazil. From 1986 to 1997, he held a variety of roles with Mars, Incorporated, a global manufacturer of confectionery, pet food and other food products and a provider of animal care services, including General Manager and President, Southern Cone Region, Mars South America and Vice President, Marketing, Latin America. | | | | | DIRECTOR QUALIFICATIONS: •Mr. Van de Put is a seasoned global Chief Executive Officer with experience and expertise in all critical business and commercial operations in both emerging and developed markets. He brings a global perspective to the Board, having lived and worked on three different continents. •Mr. Van de Put has extensive leadership experience, including 30 years of experience in the food and consumer packaged goods industry. •Mr. Van de Put is fluent in English, Dutch, French, Spanish and Portuguese. •Mr. Van de Put has public company board and corporate governance experience. He is a director of AB Inbev SA/ NV and a former director of Keurig Dr Pepper Inc. and Mattel, Inc. | | | |

  33. THE BOARD RECOMMENDS SHAREHOLDERS VOTE FOR THE ELECTION OF EACH OF THE 10

    | | 2025 PROXY STATEMENT | 33 |

  34. NON-EMPLOYEE DIRECTOR COMPENSATION

    NON-EMPLOYEE DIRECTOR COMPENSATION •Each year, the CEO presents compensation recommendations for his direct reports and the other executive officers, including the NEOs. The PCC reviews and discusses these recommendations with the CEO but retains full discretion over the compensation of these employees. •The CEO does not make recommendations or participate in deliberations regarding his own compensation. •Executive officers do not play a role in determining or recommending the amount or form of non-employee director compensation. See “Decision-Making Process” on page 77 for additional detail on roles in the decision-making process.

  35. NON-EMPLOYEE DIRECTORS

    | | REVIEW OF NON-EMPLOYEE DIRECTOR COMPENSATION |

  36. NON-EMPLOYEE DIRECTORS

    The PCC reviews non-employee director compensation annually to confirm that the compensation we offer is market-competitive. To support the PCC’s review, at the PCC’s request, Semler Brossy: •benchmarks our non-employee director compensation against our Compensation Survey Peer Group; •assesses the form and amount of our non-employee director compensation; and •provides the PCC with this data and an independent assessment of the appropriateness and competitiveness of our non-employee director compensation. Executive officers do not play a role in determining or recommending the amount or form of non-employee director compensation. Using Semler Brossy’s assessment, the PCC recommended and the Board approved the following increases: $5,000 for the annual cash retainer, $10,000 for the annual equity retainer, $20,000 for the lead director retainer and $10,000 for the audit committee chair retainer. The average total retainer pay, program structure and pay mix are generally aligned with the market.

  37. NON-EMPLOYEE DIRECTORS

    | COMPENSATION OF NON-EMPLOYEE DIRECTORS Cash Compensation – Board, Independent Lead Director and Committee Chair Retainers |

  38. NON-EMPLOYEE DIRECTORS

    | | EQUITY COMPENSATION – ANNUAL EQUITY GRANT |

  39. NON-EMPLOYEE DIRECTORS

    | COMPENSATION OF NON-EMPLOYEE DIRECTORS 2024 Non-Employee Director Compensation |

  40. NON-EMPLOYEE DIRECTORS

    | | 2024 NON-EMPLOYEE DIRECTOR COMPENSATION |

  41. NON-EMPLOYEE DIRECTORS

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | All Other Compensation(3) ($) | Total ($) | | Booth, Lewis(4) | 53,036 | — | — | 53,036 | | Bunch, Charles | 133,750 | 200,057 | 15,000 | 348,807 | | Cousin, Ertharin | 113,750 | 200,057 | — | 313,807 | | ´t Hart, Cees | 113,750 | 200,057 | — | 313,807 | | McNamara, Brian(5) | 104,382 | 263,432 | — | 367,814 | | Mesquita, Jorge | 113,750 | 200,057 | — | 313,807 | | Mukherjee, Anindita | 113,750 | 200,057 | — | 313,807 | | Nielsen, Jane | 133,750 | 200,057 | — | 333,807 | | Price, Paula(6) | 70,137 | 200,057 | 15,000 | 285,194 | | Siewert, Patrick | 180,000 | 200,057 | 5,000 | 385,057 | | Todman, Michael | 138,750 | 200,057 | — | 338,807 |

  42. NON-EMPLOYEE DIRECTORS

    (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 2024 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 1, Summary of Significant Accounting Policies – Stock-based Compensation, to the consolidated financial statements in our 2024 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 2024 Non-Employee Director Equity Awards table provides further detail on the non-employee director grants made in 2024 and the number of stock awards outstanding as of December 31, 2024. (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 2023 but the Foundation did not match until 2024. (4)Effective May 22, 2024, Mr. Booth concluded his service on the Board. His applicable retainer payment was prorated based on the date his term ended. He did not receive an annual equity grant during 2024. (5)Mr. McNamara joined the Board effective February 1, 2024 and received a prorated director equity grant of 828 DSUs in 2024 for his Board service from February 1, 2024 until our 2024 Annual Meeting of Shareholders. (6)Ms. Price joined the Board effective May 22, 2024.

  43. NON-EMPLOYEE DIRECTORS

    | | 2024 NON-EMPLOYEE DIRECTOR EQUITY AWARDS |

  44. 2024 Performance(1)

    From 2019 to 2023, we delivered the highest TSR among our then Performance Peer Group in four out of five years. Our 2024 TSR performance was below our Performance Peer Group median, despite the fact that our organic revenue and adjusted EPS growth were above the peer median. During 2024, we faced unprecedented input cost increases in our largest commodity, cocoa, which is used primarily in our chocolate business. Our chocolate business represents approximately 30% of our overall revenues, while most companies in our Performance Peer Group do not sell chocolate products. The dramatic increase in cocoa prices coupled with heightened volatility in the cocoa futures market put significant pressure on our stock price during the last two months of 2024, accounting for the overwhelming majority of the negative performance on a one and three-year basis.

  45. 2024 Performance(1)

    | | Mondelēz International | | Performance Peer Group Median | | S&P 500 |

  46. OVERVIEW OF PAY ELEMENTS

    | Pay Element | Vehicle | 2024 Performance Measures & Key Characteristics(1) | | | 2024 Objectives | | Base Salary | Cash | Fixed cash paid regularly | | | Attract and retain world-class business leaders by offering market-competitive salaries based on role, responsibilities, experience, individual performance and internal equity | | 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 achievements of critical financial goals and strategic objectives across four priorities: growth, execution, culture and sustainability | | | | 20% Strategic Progress Indicator (“SPI”) Goals(2) | | | | | Long-Term Incentive (“LTI”) Program | 75% Performance Share Units (“PSUs”) 3-year cliff vesting | •25% Organic Net Revenue Growth •25% Adjusted EPS Growth •50% Annualized Relative TSR •Cap payout for the TSR metric at target if absolute 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 | Stock Price | | | |

  47. EXECUTIVE COMPENSATION GOALS AND PRINCIPLES

    | Principle | How We Accomplish | | Attract, retain and motivate talented executives and develop world-class business leaders | •Align our executive pay packages with comparable positions at companies in our Compensation Survey Peer Group, taking into account tenure, experience, performance and complexity of scope | | Align executive pay and performance | •Make a significant portion of our executives’ compensation dependent on achieving robust financial and strategic goals which are set at the beginning of performance cycles | | Put pay at risk by heavily weighting the mix of fixed and variable compensation toward variable components | •92% of our CEO’s target compensation and on average 82% of the other NEOs’ target compensation is at risk | | Align our executives’ and shareholders’ interests to promote sustained and superior long-term shareholder returns | •78% of our CEO’s target compensation and on average 63% 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) with positive returns to achieve target payout for the Relative TSR metric •Maintain stock ownership policy that requires ownership at or above peer benchmark levels (CEO must hold shares equal to 8 times salary and other NEOs must hold shares equal to 4 times salary) |

  48. COMPENSATION PROGRAM GOVERNANCE

    | WHAT WE DO | WHAT WE DON’T DO | | Require significant stock ownership For PSUs, require above median performance (55th percentile) to achieve target payout for the Relative TSR metric. Also, cap payout for the TSR metric at target if absolute TSR is negative at the end of the performance period Clawback policies require or permit “clawbacks” of time-based equity awards, performance-based equity awards and cash compensation upon certain financial restatements and upon significant misconduct that could damage the Company’s reputation Conduct an annual compensation risk assessment Offer limited executive perquisites Pay severance and vest equity only upon a “double trigger” in the event of a change in control (“CIC”) Benchmark executive compensation and our performance compared to relevant comparators Provide for a significant majority of compensation that is based on objective, quantifiable pre-established performance goals Retain an independent compensation consultant to advise the PCC | No re-pricing or exchanging underwater stock options No dividends paid to executives before PSUs vest No separate, enhanced health and welfare plans for NEOs No guaranteed increases to base salaries No hedging, pledging or short sales of our Common Stock No tax gross-ups to NEOs for executive perquisites or in the event of a change in control No incentives to produce short-term results to the detriment of long-term goals and results No incentives to pursue excessively risky business strategies |

  49. TOTAL TARGET COMPENSATION MIX

    TOTAL TARGET COMPENSATION MIX The PCC places significant focus on performance-based compensation, which is provided in the form of an annual performance incentive under the AIP and stock options and PSUs under the LTI plan. Our focus on performance-based compensation rewards strong company financial and operating performance and aligns the interests of our NEOs with those of our shareholders. Below we show the 2024 total target compensation mix for our CEO and, on average, our other NEOs. This compensation mix includes base pay, target annual incentive and LTI grants. A significant portion of compensation for both the CEO and the other NEOs is at risk/variable pay.

  50. AIP

    AIP

  51. AIP Award Calculation/Payout

    AIP Award Calculation/Payout The graphic below illustrates the key components, performance goals and calculation of the 2024 AIP for the NEOs.

  52. 2024 AIP Targets for NEOs

    2024 AIP Targets for NEOs Target annual incentive opportunities for the NEOs are shown in the table below. In determining the targets, the PCC reviews benchmark data from our Compensation Survey Peer Group (see “Peer Groups” on page 76) to align our executive pay packages with similar positions and to reflect individual performance. Mr. Van de Put and Mr. Zaramella received increases in their target opportunities to reflect their performance that led to strong financial results in 2023 and to position them competitively relative to external peers.

  53. 2024 AIP Targets for NEOs

    | Name | Target opportunity as a % of salary | | Mr. Van de Put | 200% | | Mr. Zaramella | 125% | | Mr. Gruber | 100% | | Mr. Valle | 100% | | Ms. Lilak | 90% |

  54. 2024 AIP Targets for NEOs

    | | 2025 PROXY STATEMENT | 67 |

  55. Financial Performance Rating (80% of AIP)

    Financial Performance Rating (80% of AIP)

  56. Metrics and Alignment with Strategy

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

  57. 2024 Targets and Corporate Financial Rating

    | Performance Measures(1) | Threshold | Target | Maximum | Weighting | Results | | | | | | Organic Volume Growth | | | | 15% | 60% | | | | | | Organic Net Revenue Growth | | | | 15% | 70% | | | | | | Adjusted Gross Profit Growth | | | | 35% | 89% | | | | | | Adjusted Operating Income Growth | | | | 15% | 113% | | | | | | Free Cash Flow | | | | 20% | 105% | | | | | | Market Share Change (pp vs. prior year) | | | | Preliminary Corporate Financial Rating | | | Adjustment for Market Share Overlay(2) | | FINAL CORPORATE FINANCIAL RATING | | | | | | 89% | | - | 15pp | = | 74% |

  58. 2024 Europe and North America Financial Ratings

    | | | Performance Rating(1) | | | Performance Measures(1) | Weighting | Europe (Gruber) | North America (Valle) | | Organic Volume Growth | 15% | 56% | 70% | | Organic Net Revenue Growth | 15% | 123% | 75% | | Adjusted Gross Profit Growth | 35% | 150% | 13% | | Adjusted Operating Income Growth | 15% | 136% | 15% | | Free Cash Flow | 20% | 57% | 51% | | Market Share Overlay | -/+30pp | (30)pp | (30)pp | | Region Performance Rating | | 81% | 9% | | Final Blended Rating | | 80% | 22% |

  59. Strategic Progress Indicator Goals (20% of AIP)

    Strategic Progress Indicator Goals (20% of AIP) We have four long-term SPI goals – Snacks Leadership (weighted 50% of the total SPI goals) and Sustainability, Mindful Snacking and Colleagues (collectively weighted as the remaining 50% of the total SPI goals). We assess our leadership team annually on progress made against these SPI goals to ensure we stay on track to achieve our long- term strategic objectives. Achievement on each SPI can range from 0% to 200% of target. This approach aligns the leadership team in delivering the right strategic outcomes for the Company. Similar to prior years, the PCC reviews all the results and approves the Company’s SPI rating. Following the end of the year, the PCC determines a payout percentage based on its quantitative and qualitative assessment of the Company’s global performance against the annual SPI goals. Each member of the corporate leadership team is measured on the same SPI goals and receives the same SPI rating, while region leaders receive a rating specific to the actual performance of the business units in their respective regions.

  60. Strategic Progress Indicator Goals (20% of AIP)

    | SPI Goals | | Assessment(1) | Annual Progress | | Snacks Leadership (50% of SPI) Drive global leadership in snacking by accelerating growth in multiple snacking categories | | | •Priority & Total Snacks Share Change: Maintained overall share year- over-year, but missed our three-year goals due to slower acquisition activity | | Sustainability, Mindful Snacking & Colleagues (50% of SPI) | Sustainability: Drive towards reducing environmental impact through more sustainably sourced cocoa and wheat, packaging recyclability and reducing carbon footprint | | •Sustainably Sourced Cocoa: Achieved about 90% sustainably sourced cocoa via our Cocoa Life Program, on track to deliver our long-term goal •Carbon Footprint Reduction: Strong progress towards our end-to-end carbon-reduction goal •Recyclable Packaging: Approximately 96% conversion to recycling packaging and accelerated virgin plastic reduction | | | Mindful Snacking: Evolve our products and portfolio to help consumers snack mindfully | | •Mindful Portions: Strong progress towards our long-term goals •Nutrients: Exceeded annual expectations; also met all 2025 International Food & Beverage Alliance Pledges and 2025 Sodium Pledge | | | Colleagues: Build a winning growth, ownership and inclusive culture that promotes colleague engagement, development and wellbeing | | •Employee Engagement: Achieved top quartile employee engagement relative to benchmark companies •Depth of Talent: Continued strong improvement in our bench strength, with robust strategic talent review process focused to develop internal talent •Inclusive Culture: Continued progress year-over-year towards our long- term goals of fostering an inclusive environment | | SPI Rating | | | 105% |

  61. Strategic Progress Indicator Goals (20% of AIP)

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

  62. 2024 AIP Payouts

    2024 AIP Payouts After determining the financial payout percentages and SPI ratings, the PCC approved the following AIP cash payments for the NEOs:

  63. 2024 AIP Payouts

    | Name | Target Incentive | Financial Performance Rating | Strategic SPI Rating | Total Incentive Payment | Total Incentive Payment as % of Target | | Mr. Van de Put | $3,100,000 | 74% | 105% | $2,480,000 | 80% | | Mr. Zaramella | $1,375,000 | 74% | 105% | $1,100,000 | 80% | | Mr. Gruber | CHF 767,065 | 80% | 105% | CHF 652,005 | 85% | | Mr. Valle | $815,000 | 22% | 88% | $285,250 | 35% | | Ms. Lilak(1) | $584,262 | 74% | 105% | $467,410 | 80% |

  64. 2024 AIP Payouts

    (1)Ms. Lilak’s target incentive for 2024 was prorated based on her start date.

  65. LTI PROGRAM

    LTI PROGRAM

  66. Overview

    Overview We design our LTI program to incentivize our NEOs to focus on critical performance objectives that we believe will translate into sustainable shareholder returns over the long term. Grants made under our 2024 LTI program were entirely in equity using the same mix used in 2023: 75% PSUs and 25% stock options.

  67. Overview

    | Vehicle | Weight | Structure | Purpose | 2024 Performance Measures(1) | | PSUs | 75% | •Number of shares earned may range from 0% to 200% of the target number of PSUs granted based on the final business performance rating for the 3-year performance cycle •3-year cliff vesting •Cap payout for the TSR metric at target if absolute TSR is negative at the end of the performance period •Above median performance (55th percentile) required to achieve target payout for the Relative TSR metric | •Aligns long-term interests •Pay for performance •Retention •Stock ownership | •25% Organic Net Revenue Growth •25% Adjusted EPS Growth •50% Annualized Relative TSR | | Stock Options | 25% | •3-year ratable vesting •10-year term | •Aligns long-term interests by linking value entirely to stock price appreciation •Retention •Stock ownership | Stock Price |

  68. 2024 LTI Grants

    2024 LTI Grants The table below shows the 2024 annual equity grants to our NEOs. In determining each grant, the PCC considered each executive’s level of responsibility, individual and company performance, external market positioning and recommendations from the CEO, other than for his own grants.

  69. 2024 LTI Grants

    | | Annual Equity Grants(1) | | | | | | PSUs | | Stock Options | | | Name | # | $(2) | # | $(2) | | Mr. Van de Put(3) | 172,300 | 12,600,000 | 287,160 | 4,200,000 | | Mr. Zaramella | 57,950 | 4,237,500 | 96,580 | 1,412,500 | | Mr. Gruber | 30,770 | 2,250,000 | 51,280 | 750,000 | | Mr. Valle | 30,770 | 2,250,000 | 51,280 | 750,000 | | Ms. Lilak | 15,390 | 1,125,000 | 25,640 | 375,000 |

  70. 2024 LTI Grants

    (1)The grant date for the annual equity grants was February 27, 2024. Grants of PSUs are reflected at target since actual shares earned, if any, will be determined after the three-year performance cycle ending on December 31, 2026. The exercise price for all stock option grants equals $73.13, the closing price of our Common Stock on the grant date. See the Equity Grant Timing section below for additional information regarding our equity grant practices. (2)The dollar values above represent the nominal amounts approved by the PCC which were used to determine the number of PSUs and stock options granted. For the grant date fair values determined under relevant accounting principles, see the Summary Compensation Table (“SCT”) and the Grants of Plan-Based Awards (“GPBA”) table beginning on page 82. (3)In determining Mr. Van de Put’s total target compensation, the PCC considered the factors described above, his outstanding performance contributing to strong financial results in 2023, his continued strong performance over his tenure as CEO and their expectation to position him competitively against peer CEOs. The PCC did not increase Mr. Van de Put’s base salary and instead delivered the majority of the increase to his total target compensation in the form of LTI because it is the pay element most aligned with stockholder value over the long term.

  71. Performance Share Units (75% of LTI)

    Performance Share Units (75% of LTI)

  72. Overview

    Overview The PCC grants PSUs to motivate executives to achieve or exceed our long-term financial goals and deliver top-tier shareholder returns. Each NEO’s target number of PSUs is based on 75% of the total annual equity grant value. The PCC approves performance targets for a three-year performance cycle when it grants PSUs. At the end of the three-year performance cycle, the grants will only vest if the PCC certifies that company results meet or exceed the predetermined performance thresholds. Vested PSUs are settled in shares of our Common Stock in the first quarter following the end of the performance cycle. Dividend equivalents accrue during the performance period and are paid in cash after the shares are issued based on the actual number of shares earned.

  73. 2024-2026 Metrics and Weighting

    | Measures(1) | Weighting | Alignment with Strategy | | Organic Net Revenue Growth(2) | 25% | Incentivize growth over the long term; also a key objective of our growth-oriented strategy | | Adjusted EPS Growth | 25% | Overall measure of performance and primary driver of shareholder value creation and return on capital | | Annualized Relative TSR | 50% | Directly link awards to shareholder value creation and performance versus peers |

  74. 2024-2026 Metrics and Weighting

    (1)See definitions in Annex A. (2)Organic Net Revenue Growth is a metric for cash awards under our AIP and for share grants related to our PSUs. This metric is a fundamental driver of shareholder value, and we believe our executives should focus on it over both the short and long term. A one-year target (under the AIP) and a three-year target (for the PSUs) for Organic Net Revenue Growth create different, yet complementary, incentives for our employees. Organic Net Revenue Growth is also a key driver impacting our operational and financial performance and advancing our strategic plan.

  75. 2024-2026 Metrics and Weighting

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

  76. 2024-2026 Metrics and Weighting

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

  77. 2024-2026 Targets and Target-Setting Process

    2024-2026 Targets and Target-Setting Process The target set for Annualized Relative TSR is the 55th percentile of the Performance Peer Group. The PCC set our financial performance targets for Organic Net Revenue Growth and Adjusted EPS Growth after a robust planning process based on projected annual average growth rates, external guidance, our long-term strategic plan, macroeconomic conditions, cocoa and other commodity input costs and the competitive environment over a three-year period. While we saw strong organic net revenue growth and adjusted EPS growth over the prior three years, shifting macroeconomic factors, such as accelerating volume softness particularly in the U.S. due to elongated food inflation and input cost increases in our largest commodity, cocoa, create headwinds for the 2024-2026 period. The PCC took these external factors into consideration when setting targets for the 2024-2026 PSU grant. Although we do not prospectively disclose specific financial performance targets, we do disclose them retrospectively, along with results, at the end of each performance cycle (see “2022-2024 Performance Cycle Results and Shares Earned” on page 72). Revealing specific targets prospectively would provide competitors and other third parties with insights into our confidential planning process and strategies and potentially harm us competitively. We design our financial performance targets to be challenging and there is no guarantee that any shares will be earned. We provide directional guidance to assist shareholders in determining if our prospective performance targets are rigorous when evaluating our compensation programs. Below is the directional guidance for each metric in our 2024-2026 performance cycle.

  78. 2024-2026 Targets and Target-Setting Process

    (1)See definitions in Annex A. (2)This target was set prior to sustained unprecedented cocoa price increases. (3)Cap payout for the relative TSR metric at target if absolute TSR is negative at the end of the performance period. Earned PSUs vest and pay out (or are cancelled if not earned) following the end of the three-year performance period. The actual value realized by our NEOs with respect to these awards is based on achievement of performance goals and our stock price at the time of vesting.

  79. 2022-2024 Performance Cycle Results and Shares Earned

    | | | | | | 2022-2024 Performance Cycle Results | | | Key Performance Measures(1) | Weighting | Threshold | Target | Max | Actual | Payout Percentage | | Organic Net Revenue Growth | 25% | 2.7% | 4.0% | 5.3% | 10.5% | 200% | | Adjusted EPS Growth | 25% | 5.4% | 7.0% | 9.5% | 14.6% | 200% | | Annualized Relative TSR(2) | 50% | 25th percentile | 55th percentile | 90th percentile | 27th percentile | 53% | | Final Business Performance Rating | | | | | | 127% |

  80. 2022-2024 Performance Cycle Results and Shares Earned

    (1)See definitions in Annex A. (2)In determining our Annualized Relative TSR performance, we used our Performance Peer Group (see “Performance Peer Group” on page 77). Based on target awards and the performance rating, the shares earned (before taxes) for each NEO for the 2022-2024 performance cycle were as follows:

  81. Stock Options (25% of LTI)

    Stock Options (25% of LTI) Stock options vest ratably over three years and have a full term of ten years. The PCC believes options are an appropriate vehicle for long-term compensation because they are performance-based and emphasize growth.

  82. OTHER COMPENSATION ACTIONS

    OTHER COMPENSATION ACTIONS On November 29, 2024, Mr. Gruber informed us that he intended to retire from the Company. On April 1, 2025, Mr. Gruber retired and Mr. Volker Kuhn was appointed as EVP and President, Europe. Because his termination was voluntary, Mr. Gruber was not eligible for and did not receive any severance payments. In January 2024, Ms. Lilak joined us as EVP and Chief People Officer. In connection with her appointment, she received sign-on equity awards with a target value of approximately $1,500,000 (i.e., the April 2024 PSU and DSU grants disclosed in the GPBA table on page 84 and Outstanding Equity Awards at Fiscal Year-End table beginning on page 85). The sign-on equity awards were designed to offset compensation opportunities forfeited upon leaving her prior employer and align her outstanding PSU opportunities with those of our other NEOs (generally on a pro-rata basis based on her employment start date). Ms. Lilak also received sign-on cash of $1,500,000 (of which $600,000 is subject to repayment if she terminates her employment with us before January 15, 2026) to offset compensation forfeited upon leaving her prior employer, offset losses she incurred in relocation in connection with joining Mondelēz and in order to attract her to the Company.

  83. Change in Control Severance Plan

    Change in Control Severance Plan In order to promote the retention of our executive leadership team in the event of a potentially disruptive corporate transaction, we maintain a Change in Control Plan for Key Executives (the “CIC Plan”). The CIC Plan is consistent with similar severance plans maintained by companies in our Compensation Survey Peer Group, including eligibility and severance benefit levels. We structure separation payments with two goals in mind: to make key executives, including our NEOs, available to facilitate a successful transition following a CIC and to provide a competitive level of severance protection if an executive is involuntarily terminated without cause or resigns for good reason within two years following a CIC (“double trigger”). In the event a payment under the CIC Plan or otherwise triggers an excise tax under Code Section 4999, the payment will be the greater of the full benefit or a reduced benefit that does not trigger the excise tax, as determined on an after-tax basis for each. We do not provide any tax gross-ups for taxes payable on CIC benefits. In 2024, in connection with a review of the CIC Plan, the PCC approved a restatement of the CIC Plan, and the severance benefits provided under the restated CIC Plan (as well as the equity treatment upon certain separations in the event of a CIC) are described under “Potential Payments Upon Termination or Change in Control” on page 90.

  84. Other Severance Agreements

    Other Severance Agreements Although we generally do not have individual severance or employment agreements with any of our NEOs, we typically provide separation benefits as consideration for a departing NEO entering into an agreement protecting our interests. The typical severance payments and other benefits that may be provided to an NEO are described under “Potential Payments Upon Termination or Change in Control” on page 90.

  85. Other Severance Agreements

    | 76 | 2025 PROXY STATEMENT | |

  86. Other Severance Agreements

    | | COMPENSATION DETERMINATION PROCESS |

  87. PEER GROUPS

    PEER GROUPS

  88. Role of Peer Groups

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

  89. Compensation Survey Peer Group

    Compensation Survey Peer Group The PCC reviews compensation data from a comparator group of companies as one reference point when making compensation decisions for all executive pay, including CEO pay and when benchmarking compensation plan designs. Aon Hewitt (“Aon”) provides aggregate pay level benchmarking data from our Compensation Survey Peer Group for each NEO role and for all elements of compensation, including salary, target bonus, total target cash, LTI and total target pay. In addition, the PCC may consider Aon benchmarking data from a broader set of companies. Then, at the request of the PCC, the Committee’s consultant, Semler Brossy, reviews and evaluates the Aon data. Separately, market data for the CEO is reviewed independently of the Aon data. Other factors considered in NEO compensation decisions include individual performance, responsibilities, leadership, years of experience, expertise, company performance and long-term growth potential. We routinely review the selection criteria and companies in our Compensation Survey Peer Group. In 2024, the PCC evaluated and approved maintaining the same Compensation Survey Peer Group as 2023. The following table shows our criteria for choosing the Compensation Survey Peer Group and how it is used.

  90. Compensation Survey Peer Group

    | How the Peer Group Was Chosen | Compensation Survey Peer Group(1) | How We Use the Peer Group | | •Comparable size (0.5x-2.5x) based on net revenue and market capitalization •Considerable global presence with sales and operations outside the United States •Primarily consumer facing •Market-leading brands •Incorporated in the United States •Non-controlled company structure | •3M Company •The Coca-Cola Company •Colgate-Palmolive Company •The Estee Lauder Companies Inc.(2) •General Mills Inc. •Johnson & Johnson •Kellanova(3) •The Kraft Heinz Company •Kimberly-Clark Corporation •McDonald’s Corporation •Nike, Inc. •PepsiCo, Inc. •Philip Morris International, Inc. •The Procter & Gamble Company •Starbucks Corporation | •Benchmark total direct compensation (at target levels), including base salary and annual and LTI awards •Evaluate share utilization by reviewing overhang and annual run rate •Benchmark share ownership guidelines •Assess the competitiveness of total direct compensation awarded to senior executives •Compare pay-for-performance alignment •Benchmark annual and LTI plan design |

  91. Compensation Survey Peer Group

    (1)Companies indicated in bold are represented in both the Compensation Survey and Performance Peer Groups. (2)Excluded by the PCC when reviewing CEO compensation. (3)In October 2023, the Kellogg Company was renamed Kellanova and completed the spin-off of its North American cereal business into a new standalone entity called WK Kellogg Co. External market data reviewed in 2023 when making 2024 pay decisions reflected Kellogg Company compensation information prior to the spin-off. To further validate our compensation levels, using data provided by the executive compensation consultant, the PCC retrospectively evaluates our pay-for-performance alignment versus our Compensation Survey Peer Group. The PCC believes that pay and performance are appropriately aligned.

  92. Compensation Survey Peer Group

    | | 2025 PROXY STATEMENT | 77 |

  93. Performance Peer Group

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

  94. Performance Peer Group

    | How the Peer Group Was Chosen | Performance Peer Group(1) | How We Use the Peer Group | | •Industry competitor •Fast-moving consumer goods companies and primarily focused on food and non- alcoholic beverages | •Campbell Soup Company •The Coca-Cola Company •Colgate-Palmolive Company •Danone •General Mills Inc. •The Hershey Company •The Kraft Heinz Company •Nestlé S.A. •PepsiCo, Inc. •The Procter & Gamble Company •Unilever PLC | •Compare annualized TSR to assess our results against the TSR performance measure for PSUs |

  95. Performance Peer Group

    (1)Companies indicated in bold are represented in both the Compensation Survey and Performance Peer Groups.

  96. Role of the Compensation Consultant

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

  97. Role of the Compensation Consultant

    | 78 | 2025 PROXY STATEMENT | |

  98. Role of the Compensation Consultant

    During 2024, Semler Brossy provided the PCC advice and services, including: •Regularly participating in PCC meetings, including executive sessions that exclude management; •Consulting with the PCC Chair and being available to consult with other committee members between meetings; •Advising on the composition of the Compensation Survey Peer Group and the Performance Peer Group; •Providing competitive peer group compensation data for executive positions and evaluating how the compensation we pay the NEOs relates both to the Company’s performance and to how peers compensate their executives; •Analyzing best practices and providing advice about design of the annual and LTI plans, including selecting performance metrics and ranges; •Updating the PCC on executive compensation trends, issues and regulatory developments; •Advising on our proxy statement and CD&A and supporting our efforts in shareholder outreach on the compensation program; and •Benchmarking, assessing and recommending non-employee director compensation. For the year ended December 31, 2024, Semler Brossy provided no services to Mondelēz International other than consulting services to the PCC regarding executive and non-employee director compensation. At least annually, the PCC reviews the current engagements and the objectivity and independence of the advice that Semler Brossy provides on executive and non-employee director compensation. In 2024, the PCC considered the six specific independence factors adopted by the SEC and Nasdaq and determined that Semler Brossy is independent and Semler Brossy’s work did not raise any conflicts of interest.

  99. HOW THE PCC MANAGES COMPENSATION-RELATED RISK

    HOW THE PCC MANAGES COMPENSATION-RELATED RISK As it does each year, in 2024, the PCC evaluated whether our compensation designs, policies and practices operate to discourage our executive officers and other employees from taking unnecessary or excessive risks. As described above, we design our compensation to incentivize executives and other employees to achieve the Company’s financial and strategic goals as well as individual performance goals that promote long-term shareholder returns. Our compensation design discourages our executives and other employees from taking excessive risks for short-term benefits that may harm the Company and our shareholders in the long term. The compensation program includes several risk-mitigating elements, including: •Using both short-term and long-term performance-based compensation, so executives do not focus solely on short- term performance; •Weighting executive compensation heavily toward LTI to encourage sustainable shareholder value and accountability for long-term results; •Using multiple relevant performance measures in our incentive plan designs, so executives do not place undue importance on one measure, which could distort the results that we want to incent; •Weighting both business performance and SPIs in our AIP, so executives do not have too narrow a focus; •Capping the amount of incentives that may be awarded or granted; •Retaining discretion to reduce incentive awards based on unforeseen or unintended consequences and claw back compensation upon certain financial restatements or significant misconduct that could damage the reputation of the Company; •Requiring our top executives to hold a significant amount of their compensation in Common Stock and prohibiting them from hedging, pledging or engaging in short sales of their Common Stock; •Minimizing use of employment contracts; •Not backdating or re-pricing option grants; and •Not paying severance benefits on change in control events unless the affected executive is first involuntarily terminated without cause or terminates due to good reason. The Audit Committee oversees our ethics and compliance programs that educate executives and other employees on appropriate behavior and the consequences of inappropriate actions. Additionally, the PCC reviews workplace compliance on an annual basis. These programs not only drive compliance and integrity but also encourage employees with knowledge of potential wrongdoing to report concerns by providing multiple reporting avenues while protecting reporting employees against retaliation. In light of these considerations, the PCC believes that our compensation programs and processes do not encourage excessive risk taking, nor do they create risks that are reasonably likely to have a material adverse effect on the Company. Semler Brossy conducted a thorough annual review of our approach and reviewed the PCC’s risk analysis and agreed with this conclusion.

  100. INCENTIVE PROGRAMS

    INCENTIVE PROGRAMS The PCC believes it is appropriate to base executive compensation on performance metrics that align with our external reporting framework and the means by which shareholders and other stakeholders measure our performance. Accordingly, the EPS metric we use in our LTI program, like our external targets, accounts for our capital allocation plans for the year, including expected share repurchases. The PCC recognizes there are differing views among investors regarding whether share repurchases should be factored into EPS targets in executive compensation programs but believes our robust governance and compensation practices mitigate the risk that an executive would act imprudently. Specifically: •The PCC establishes the performance metrics and targets for both the annual and LTI programs; •The Board oversees our capital allocation process and reviews a budget each year for capital deployment, including share repurchases, with the goal of balancing investment in growth and returning cash to shareholders (as demonstrated through our historical investments in capital expenditures and research and development); •The PCC designs the LTI program with a mix of performance metrics such that even if executives were able to deploy an excessive amount of cash towards share repurchases to maximize EPS, there would be offsetting impact on other performance metrics, with no clear visibility towards increasing payouts; and •The most heavily weighted metric in the LTI program is relative TSR and not EPS. EPS is only one of three measures with relative TSR being the most significant (50% weighting).

  101. CLAWBACK POLICIES

    Under our Compensation Recoupment Policy, the PCC may determine the extent to which the Company should recoup the incentive-based compensation of any covered executive officer whose act or omission necessitated a restatement or who participated in significant misconduct. The PCC, in its discretion, may then take the actions it deems necessary or appropriate to recoup incentive-based compensation and address the events that gave rise to the restatement or misconduct and to prevent a recurrence. For the avoidance of doubt, recoupment under the Compensation Recoupment Policy would be in addition to, and not in lieu of, any mandatory recovery of compensation under the Dodd-Frank Clawback Policy. We may recoup incentive-based compensation under our clawback policies using the methods the PCC deems appropriate, which may include, to the extent permitted by applicable law: •Requiring a covered executive to repay some or all of the incentive compensation granted or paid, including annual incentive bonuses and LTI grants; •Requiring a covered executive to repay any gains realized on the exercise of stock options or on the open-market sale of vested shares; •Canceling some, or all, of a covered executive’s restricted stock, DSUs, PSUs, outstanding stock options or other equity awards; and/or •Adjusting a covered executive’s future compensation. In the event of any overlap, our Dodd-Frank Clawback Policy will provide the minimum amount we will recoup from a covered executive and the PCC may, in its discretion, recoup additional amounts, if appropriate, under our Compensation Recoupment Policy.

  102. EQUITY GRANT TIMING

    EQUITY GRANT TIMING The PCC has generally granted annual equity awards, including stock option grants to the NEOs, each year on the date of a regularly scheduled PCC meeting in the first quarter of the year after the release of our annual financial results. During 2024, the PCC did not take into account any material nonpublic information when determining the timing and terms of equity incentive awards, and we did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. During 2024, we did not grant stock options to the NEOs during any period beginning four business days before and ending one business day after the filing or furnishing of a Form 10-Q, 10-K or 8-K that discloses material nonpublic information.

  103. EQUITY GRANT TIMING

    | 82 | 2025 PROXY STATEMENT | |

  104. EXECUTIVE COMPENSATION TABLES

    | | 2024 SUMMARY COMPENSATION TABLE |

  105. EXECUTIVE COMPENSATION TABLES

    | Name and Principal Position | Year | Salary(1) ($) | Bonus(2) ($) | Stock Awards(3) ($) | Option Awards(4) ($) | Non-Equity Incentive Plan Compensation Annual Incentive Awards(5) ($) | Change in Pension Value(6) ($) | All Other Compensation(7) ($) | Total Compensation ($) | | Van de Put, Dirk Chair & CEO | 2024 | 1,550,000 | — | 12,931,115 | 4,382,062 | 2,480,000 | — | 961,546 | 22,304,723 | | | 2023 | 1,550,000 | — | 10,625,963 | 3,501,056 | 4,417,500 | — | 923,656 | 21,018,175 | | | 2022 | 1,537,671 | — | 8,613,541 | 2,607,905 | 4,446,950 | — | 719,609 | 17,925,677 | | Zaramella, Luca EVP & Chief Financial Officer | 2024 | 1,062,500 | — | 4,349,148 | 1,473,811 | 1,100,000 | — | 502,436 | 8,487,895 | | | 2023 | 932,500 | — | 3,935,694 | 1,296,743 | 1,567,500 | — | 242,445 | 7,974,882 | | | 2022 | 872,603 | — | 2,871,387 | 869,302 | 1,461,680 | — | 178,200 | 6,253,171 | | Gruber, Vinzenz(1) EVP & President, Europe | 2024 | 867,944 | — | 2,309,289 | 782,533 | 740,776 | 1,041,945 | 21,062 | 5,763,549 | | | 2023 | 834,670 | — | 3,148,281 | 1,037,340 | 1,115,920 | 2,606,772 | 20,643 | 8,763,626 | | | 2022 | 790,555 | — | 2,010,156 | 608,534 | 478,449 | — | 17,406 | 3,905,100 | | Valle, Gustavo EVP & President, North America | 2024 | 798,750 | — | 2,309,289 | 782,533 | 285,250 | — | 196,246 | 4,372,068 | | | 2023 | 742,500 | — | 1,810,776 | 596,504 | 1,132,500 | — | 184,134 | 4,466,414 | | | 2022 | 702,740 | — | 1,507,772 | 456,456 | 1,038,003 | — | 164,272 | 3,869,243 | | Lilak, Stephanie EVP & Chief People Officer | 2024 | 649,039 | 1,250,000 | 2,718,924 | 391,266 | 467,410 | — | 450,828 | 5,927,467 |

  106. EXECUTIVE COMPENSATION TABLES

    | | 2024 GRANTS OF PLAN-BASED AWARDS |

  107. EXECUTIVE COMPENSATION TABLES

    | | 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END |

  108. EXECUTIVE COMPENSATION TABLES

    | | 2024 OPTIONS EXERCISED AND STOCK VESTED |

  109. EXECUTIVE COMPENSATION TABLES

    | EXECUTIVE COMPENSATION TABLES 2024 Pension Benefits |

  110. EXECUTIVE COMPENSATION TABLES

    | | 2024 PENSION BENEFITS |

  111. PENSION FUND MONDELĒZ SWITZERLAND – MR. GRUBER

    PENSION FUND MONDELĒZ SWITZERLAND – MR. GRUBER Eligibility for this funded contributory, tax-qualified defined benefit plan is limited to full-time and part-time employees with a Swiss employment contract signed before January 1, 2011. Benefits are payable upon normal retirement (defined as age 65) in the form of an annuity or lump sum. If a participant elects to receive a distribution prior to normal retirement, benefits are subject to reduction. Employees who have reached age 58 are eligible for early retirement (to receive an early distribution subject to reduction beginning at age 58 and receive unreduced benefits beginning at age 62); otherwise, normal retirement is defined as age 65. In addition, if the Company terminates the employment, without cause, of a participant who has reached age 58, the participant is eligible to receive benefits as if the participant had continued employment until reaching normal retirement age. Mr. Gruber fulfilled early retirement eligibility criteria in 2023. Benefits generally accrue based on 1.85% of pensionable salary (defined as annual base salary minus a coordination deduction) up to 37 years. The coordination deduction is limited to 40% of salary, up to 100% of the maximum full Federal Old Age and Survivors’ Insurance pension (for 2024: CHF 29,400). The maximum pensionable salary corresponds to ten times the upper limit under Article 8 Paragraph 1 of the Swiss Federal Act on Occupational Retirement, Survivors’ and Disability Pension Plans (for 2024: CHF 882,000). Participating employees contribute 10% of pensionable salary to the plan.

  112. PENSION FUND MONDELĒZ SWITZERLAND – MR. GRUBER

    | 88 | 2025 PROXY STATEMENT | |

  113. PENSION FUND MONDELĒZ SWITZERLAND – MR. GRUBER

    | | 2024 NON-QUALIFIED DEFERRED COMPENSATION BENEFITS |

  114. MONDELĒZ GLOBAL LLC MEDCP

    | | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL |

  115. QUANTIFICATION OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE

    QUANTIFICATION OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE

  116. CEO PAY RATIO

    CEO PAY RATIO Our CEO pay ratio was calculated in accordance with Item 402(u) of Regulation S-K and represents a reasonable estimate. For 2024, the annual total compensation for Dirk Van de Put, our CEO, as reported in the SCT was $22,304,723. The annual total compensation for our median employee (“Median Employee”) was $33,948. Therefore, the ratio of our CEO’s annual total compensation to the Median Employee’s annual total compensation was 657 to 1. When comparing our CEO pay ratio to the ratio at other companies, there are certain unique factors about our large work force to consider. As a global company that generates 74% of our sales internationally, our employees are located in approximately 80 countries, with over eight in ten employees located outside the U.S. Moreover, we have a heavy presence in emerging markets; six of our top eight largest employee populations are in emerging market countries. In addition, a significant portion of our work force consists of part-time and seasonal employees. Further, the SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. As permitted under the SEC rules, we are using the same Median Employee identified for purposes of the CEO pay ratio for 2023, as we believe the changes to our employee population and compensation have not significantly impacted our pay ratio disclosure. In order to identify our 2023 Median Employee, we used 2023 base salaries, our consistently applied compensation measure, for all individuals who were employed by us on October 2, 2023, excluding our CEO, annualized for any employees who joined the Company during 2023. We determined the annual base salary for each of our full-time, part-time, temporary and seasonal employees without applying any cost-of-living adjustments. For an employee paid in a currency other than USD, we converted annual base salaries into USD. We excluded 1,220 employees in Venezuela from our calculation as we do not report Venezuela in our consolidated financials. We also applied the de minimis exemption and excluded approximately 4,786(1) non-U.S. employees who represented less than 5% of our employee population. After applying this exemption, we used 2023 base salary information for approximately 92,000 of our employees to identify our Median Employee. (1)We excluded employees from the following countries: Morocco (518), Indonesia (1,421), Ukraine (969), Egypt (1,131), Pakistan (464) and Eswatini (283).

  117. CEO PAY RATIO

    | 96 | 2025 PROXY STATEMENT | |

  118. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance measures of the Company. For further information concerning our pay for performance philosophy and how we align executive compensation with the Company’s performance, refer to the CD&A.

  119. PAY VERSUS PERFORMANCE

    | | Summary Compensation Table Total for PEO(1) ($) | | Average Summary Compensation Table Total for Non-PEO NEOs(3) ($) | Average Compensation Actually Paid to Non-PEO NEOs(4) ($) | Value of Initial Fixed $100 Investment Based On: | | | | | Year | | Compensation Actually Paid to PEO(2) ($) | | | Total Shareholder Return(5) ($) | Peer Group Total Shareholder Return(6) ($) | Net Income(7) ($) | Adjusted Gross Profit Growth(8) | | 2024 | 22,304,723 | (4,104,612) | 6,137,745 | 629,530 | 121.94 | 122.80 | 4,623 | 5.1% | | 2023 | 21,018,175 | 49,732,942 | 7,057,749 | 11,428,845 | 143.96 | 121.74 | 4,968 | 18.8% | | 2022 | 17,925,677 | 27,017,315 | 4,833,472 | 6,838,394 | 129.50 | 124.01 | 2,726 | 12.3% | | 2021 | 16,128,320 | 26,845,406 | 4,960,822 | 7,251,942 | 125.82 | 125.46 | 4,314 | 3.5% | | 2020 | 16,842,693 | 22,512,182 | 5,506,309 | 6,295,101 | 108.58 | 109.66 | 3,569 | 3.6% |

  120. PAY VERSUS PERFORMANCE

    (1)The dollar amounts reported are the amounts of total compensation reported in the “Total Compensation” column of our SCT for Mr. Van de Put, our Principal Executive Officer (PEO). (2)The dollar amounts reported represent the amount of “compensation actually paid,” as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. In accordance with SEC rules, the following adjustments were made to 2024 total compensation to determine the 2024 compensation actually paid:

  121. PAY VERSUS PERFORMANCE

    | Year | Reported Summary Compensation Table Total for PEO ($) | Less Reported Value of Equity Awards(a) ($) | Plus Equity Award Adjustments(b) ($) | Compensation Actually Paid to PEO ($) | | 2024 | 22,304,723 | 17,313,177 | (9,096,158) | (4,104,612) |

  122. PAY VERSUS PERFORMANCE

    (a)The dollar amount reported represents the grant date fair value of equity awards reported in the “Stock Awards” and “Option Awards” columns of our SCT for the year. (b)The equity award adjustments are calculated in accordance with SEC rules and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the 2024 equity award adjustments are as follows:

  123. PAY VERSUS PERFORMANCE

    | Year | Plus Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year ($) | Plus or Less Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years ($) | Plus or Less Change in Fair Value from Prior Year End through the Vesting Date for Equity Awards Granted in Prior Years that Vested in the Year ($) | Plus Value of Dividends on Stock not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Equity Award Adjustments ($) | | 2024 | 8,397,717 | (19,066,971) | 360,958 | 1,212,138 | (9,096,158) |

  124. PAY VERSUS PERFORMANCE

    (3)The dollar amounts reported represent the average of the amounts reported for our NEOs as a group (excluding our PEO) in the “Total Compensation” column of our SCT in each applicable year. The names of each of the NEOs (excluding our PEO) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2024, Mr. Zaramella, Mr. Gruber, Mr. Valle and Ms. Lilak; (ii) for 2023, Mr. Zaramella, Mr. Gruber, Mr. Brusadelli, Ms. Stein and Mr. Valle; (iii) for 2022, Mr. Zaramella, Mr. Gruber, Mr. Brusadelli and Mr. Valle; (iv) for 2021, Mr. Zaramella, Mr. Gruber, Mr. Brusadelli and Ms. Stein; and (v) for 2020, Mr. Zaramella, Mr. Gruber, Mr. Brusadelli and Mr. Walter.

  125. PAY VERSUS PERFORMANCE

    | | 2025 PROXY STATEMENT | 97 |

  126. PAY VERSUS PERFORMANCE

    | PAY VERSUS PERFORMANCE |

  127. PAY VERSUS PERFORMANCE

    (4)The dollar amounts reported represent the average amount of “compensation actually paid” to the NEOs as a group (excluding our PEO), as computed in accordance with SEC rules. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding our PEO) during the applicable year. In accordance with the SEC rules, the following adjustments were made to average total compensation for the NEOs as a group (excluding our PEO) for each year to determine the compensation actually paid, using the same methodology described above in Note 2. This adjustment also includes adjustments to the pension values, as computed in accordance with SEC rules, show below.

  128. PAY VERSUS PERFORMANCE

    | Year | Average Reported Summary Compensation Table Total for Non‑PEO NEOs ($) | Less Average Reported Value of Equity Awards ($) | Plus Average Equity Award Adjustments(a) ($) | Less Average Reported Change in the Actuarial Present Value of Pension Benefits(b) ($) | Plus Average Pension Benefit Adjustments(c) ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 6,137,745 | 3,779,198 | (1,524,781) | 260,486 | 56,250 | 629,530 |

  129. PAY VERSUS PERFORMANCE

    (a)The amounts deducted or added in calculating the total average equity award adjustments are as follows:

  130. PAY VERSUS PERFORMANCE

    | Year | Plus Average Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year ($) | Plus or Less Average Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years ($) | Plus or Less Average Change in Fair Value from Prior Year End through the Vesting Date for Equity Awards Granted in Prior Years that Vested in the Year ($) | Plus Average Value of Dividends on Stock Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Average Equity Award Adjustments ($) | | 2024 | 1,977,730 | (3,796,546) | 62,208 | 231,827 | (1,524,781) |

  131. PAY VERSUS PERFORMANCE

    (b)Represents the average of the amount reported in our SCT in the “Change in Pension Value” column for the year. (c)Represents the aggregate of two components: (i) the actuarial determined service cost under the Pension Fund Mondelēz Switzerland for services rendered during the year; and (ii) the entire cost of benefits granted in a plan amendment (or initiation) during the year that are attributed by the benefit formula to services rendered in periods prior to the plan amendment or initiation, in each case, calculated in accordance with U.S. GAAP, on an average basis. (5)Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between our share price at the end and the beginning of the measurement period by our share price at the beginning of the measurement period. (6)Represents the weighted peer group TSR, weighted according to the respective company’s stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is our Performance Peer Group as described in the CD&A, which included Campbell Soup Company, The Coca-Cola Company, Colgate-Palmolive Company, Danone S.A., General Mills, Inc., The Hershey Company, The Kraft Heinz Company, Nestlé S.A., PepsiCo, Inc., The Procter & Gamble Company and Unilever PLC. Kellanova was removed from the Performance Peer Group due to the announced acquisition of Kellanova by Mars Inc., a private company which is not a member of our Performance Peer Group. If the performance peer group used last year were used again this year (i.e., including Kellanova), the Peer Group TSR would be: $124.02 in 2024, $122.21 in 2023, $124.71 in 2022, $125.27 in 2021 and $109.26 in 2020. (7)Dollar values stated in millions. The dollar amounts reported represent the amount of net income reflected in our audited financial statements for the applicable year. (8)The percentages reported represent the amount of adjusted gross profit growth for the applicable year. A more detailed discussion, including definitions of such financial measures appears in Annex A.

  132. PAY VERSUS PERFORMANCE

    | 98 | 2025 PROXY STATEMENT | |

  133. PAY VERSUS PERFORMANCE

    | PAY VERSUS PERFORMANCE Financial Performance Measures |

  134. PAY VERSUS PERFORMANCE

    | | FINANCIAL PERFORMANCE MEASURES |

  135. PAY VERSUS PERFORMANCE

    As described in greater detail in the CD&A, our executive compensation program reflects a variable pay‑for‑performance philosophy. The metrics that we use for our executive awards are selected based on an objective of incentivizing our NEOs to increase the value of our enterprise for our shareholders. The most important financial performance measures we used to link executive compensation actually paid to our NEOs, for the most recently completed fiscal year, to our performance are as follows: •Organic Volume Growth •Organic Net Revenue Growth •Adjusted Gross Profit Growth •Adjusted Operating Income Growth •Market Share •Adjusted Earnings Per Share Growth •Annualized Relative TSR

  136. PAY VERSUS PERFORMANCE

    | | ANALYSIS OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE |

  137. PAY VERSUS PERFORMANCE

    As described in greater detail in the CD&A, our executive compensation program reflects a variable pay‑for‑performance philosophy. While we utilize several performance measures to align executive compensation with our performance, not all of those performance measures are presented in the Pay Versus Performance table. Moreover, we generally seek to incentivize long‑term performance, and therefore we do not specifically align our performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. In accordance with SEC rules, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table. Overall, our executive compensation is closely aligned with shareholder returns. From 2019 to 2023, we delivered the highest TSR among our then Performance Peer Group in four out of five years. Our TSR increased 44%, double peer performance of 22% during the same period. As our stock price appreciated, compensation also increased from 2019 to 2023 because on average over 63% of our NEO’s total target compensation is in the form of equity. Our 2024 TSR performance was below our Performance Peer Group median, despite the fact that our organic revenue and adjusted EPS growth were above the peer median. During 2024, we faced unprecedented input cost increases in our largest commodity, cocoa, which is used primarily in our chocolate business. Our chocolate business represents approximately 30% of our overall revenues, while most companies in our Performance Peer Group do not sell chocolate products. The dramatic increase in cocoa prices coupled with heightened volatility in the cocoa futures market put significant pressure on our stock price during the last two months of 2024, accounting for the overwhelming majority of the negative performance in 2024. As our stock price depreciated in 2024, compensation actually paid values also decreased because on average over 63% of our NEO’s total target compensation is in the form of equity. The year‑over‑year change in our 2024 compensation actually paid was nearly entirely driven by our stock price depreciation and decreases in our PSU grant performance. For example, our 2023-2025 PSU grant performance, half of which is based on relative annualized TSR, reflected approximately maximum achievement at 2023 year-end compared to approximately target-level achievement at 2024 year-end. We do not use net income as a financial performance measure that determines compensation levels or incentive plan payouts for our NEOs; therefore, compensation actually paid and net income do not have a direct relationship. We have chosen adjusted gross profit growth as our company‑selected metric as it is weighted at 35% in our annual incentive plan, and therefore has an impact on our compensation actually paid for the applicable year. Adjusted gross profit growth measures the Company’s ability to manage and balance trade-offs among volume, mix, pricing and costs and enables investment to drive earnings and Free Cash Flow through investing in people and brands.

  138. PAY VERSUS PERFORMANCE

    | | 2025 PROXY STATEMENT | 99 |

  139. PAY VERSUS PERFORMANCE

    | PAY VERSUS PERFORMANCE Analysis of the Information Presented in the Pay Versus Performance Table |

  140. PAY VERSUS PERFORMANCE

    The following charts demonstrate the relationship between compensation actually paid to Mr. Van de Put, the Company’s CEO, and average compensation actually paid to other NEOs and various performance measures of the Company for the fiscal years ending December 31, 2024, 2023, 2022, 2021 and 2020.

  141. Compensation Actually Paid vs. TSR

    Compensation Actually Paid vs. TSR

  142. Compensation Actually Paid vs. TSR

    | | CAP to PEO | | Avg. CAP to NEOs | | Mondelēz TSR | | Peer TSR |

  143. Compensation Actually Paid vs. Net Income

    Compensation Actually Paid vs. Net Income

  144. Compensation Actually Paid vs. Net Income

    | | CAP to PEO | | Avg. CAP to NEOs | | Net Income |

  145. Compensation Actually Paid vs. Adjusted Gross Profit Growth

    Compensation Actually Paid vs. Adjusted Gross Profit Growth

  146. Compensation Actually Paid vs. Adjusted Gross Profit Growth

    | | CAP to PEO | | Avg. CAP to NEOs | | Adjusted Gross Profit Growth |

  147. Compensation Actually Paid vs. Adjusted Gross Profit Growth

    | 100 | 2025 PROXY STATEMENT | |