DEF 14A of Mondelez International, Inc., Apr 5, 2024

DEF 14A of Mondelez International, Inc.

Filed Apr 5, 2024 · FY20230001308179-24-000465

Open on EDGAR

  1. DIRECTOR NOMINEES

    DIRECTOR NOMINEES

  2. ELECTION OF DIRECTORS – NOMINEES

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

  3. We Value the Diversity of our Director Nominees

    We Value the Diversity of our Director Nominees

  4. We Value the Diversity of our Director Nominees

    | | 2024 PROXY STATEMENT | 11 |

  5. Director Nominees at a Glance

    Director Nominees at a Glance

  6. Director Nominees at a Glance

    | Cees ‘t Hart Former Chief Executive Officer, Carlsberg Group Director since 2023 White/Male Age: 65 INDEPENDENT | Charles E. Bunch Retired Executive Chairman, PPG Industries, Inc. Director since 2016 White/Male Age: 74 INDEPENDENT | Ertharin Cousin Founder, President and Chief Executive Officer, Food Systems For The Future Institute Director since 2022 Black/Female Age: 66 INDEPENDENT | | Brian J. McNamara Chief Executive Officer, Haleon plc Director since 2024 White/Male Age: 57 INDEPENDENT | Jorge S. Mesquita Former Chief Executive Officer, BlueTriton Brands, Inc. Director since 2012 White/Male Age: 62 INDEPENDENT | Anindita Mukherjee Former Chairwoman and Chief Executive Officer, Pernod Ricard North America Director since 2023 Asian/Female Age: 58 INDEPENDENT | | Jane Hamilton Nielsen Chief Operating Officer and Chief Financial Officer, Ralph Lauren Corporation Director since 2021 White/Female Age: 59 INDEPENDENT | Paula A. Price Former Executive Vice President and Chief Financial Officer, Macy’s, Inc., Director Nominee Black/Female Age: 62 INDEPENDENT | Patrick T. Siewert Senior Advisor, The Carlyle Group, L.P. Director since 2012 Lead Director since 2022 White/Male Age: 68 INDEPENDENT |

  7. Director Nominees at a Glance

    | Michael A. Todman Former Vice Chairman, Whirlpool Corporation Director since 2020 Black/Male Age: 66 INDEPENDENT | Dirk Van de Put Chair and Chief Executive Officer, Mondelēz International, Inc. Director since 2017 White/Male Age: 63 |

  8. Director Nominees at a Glance

    | | 2024 PROXY STATEMENT | 12 |

  9. ITEM 1. ELECTION OF DIRECTORS

    ITEM 1. ELECTION OF DIRECTORS

  10. DIRECTOR NOMINEES FOR ELECTION AT THE ANNUAL MEETING

    DIRECTOR NOMINEES FOR ELECTION AT THE ANNUAL MEETING

  11. DIRECTOR NOMINEES FOR ELECTION AT THE ANNUAL MEETING

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

  12. DIRECTOR NOMINEES FOR ELECTION AT THE ANNUAL MEETING

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

  13. DIRECTOR NOMINEES FOR ELECTION AT THE ANNUAL MEETING

    | | Cees ‘t Hart Former Chief Executive Officer, Carlsberg Group INDEPENDENT | DIRECTOR SINCE: July 2023 White/Male Age: 65 | DIRECTOR SKILLS: | BOARD COMMITTEES: • Audit • Finance | | PROFESSIONAL BACKGROUND: Mr. ‘t Hart served as Chief Executive Officer of Carlsberg Group, a brewing company, from 2015 to August 2023. Prior to joining Carlsberg, Mr. ‘t Hart was CEO of the Dutch dairy company Royal FrieslandCampina, a position which he had held since 2008. Prior to Royal FrieslandCampina, he spent 25 years with Unilever, holding positions across Eastern and Western Europe, and Asia. His last position at Unilever was as a member of the Europe Executive Board. | | | | | | DIRECTOR QUALIFICATIONS: • During his 38-year career, Mr. ‘t Hart has gained valuable experience in executive leadership, operations management, cost management and strategic planning. • Mr. ‘t Hart was the main architect behind Carlsberg’s strategic move into Asian markets, the prioritizing price over volume initiative and the restoration of robust sales in its Eastern Europe brewing business. • Mr. ‘t Hart has extensive public company board and global corporate governance experience. He is a member of the Supervisory Board of Randstad, chairman of the Supervisory Board of KLM and a member of the Board of AFKLM. | | | | |

  14. DIRECTOR NOMINEES FOR ELECTION AT THE ANNUAL MEETING

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

  15. DIRECTOR NOMINEES FOR ELECTION AT THE ANNUAL MEETING

    | | 2024 PROXY STATEMENT | 22 |

  16. DIRECTOR NOMINEES FOR ELECTION AT THE ANNUAL MEETING

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

  17. DIRECTOR NOMINEES FOR ELECTION AT THE ANNUAL MEETING

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

  18. DIRECTOR NOMINEES FOR ELECTION AT THE ANNUAL MEETING

    | | 2024 PROXY STATEMENT | 23 |

  19. DIRECTOR NOMINEES FOR ELECTION AT THE ANNUAL MEETING

    | | Ertharin Cousin Founder, President and Chief Executive Officer, Food Systems for the Future Institute INDEPENDENT | DIRECTOR SINCE: January 2022 Black/Female Age 66 | DIRECTOR SKILLS: | BOARD COMMITTEES: • Governance • People and Compensation | | PROFESSIONAL BACKGROUND: Since September 2019, Ms. Cousin has served as Founder, President and Chief Executive Officer of Food Systems for the Future Institute, a non-profit organization to catalyze, enable and scale market-driven agtech, foodtech and food innovations, and also as Visiting Scholar, Spogli Institute for the Study of International Relations, Center for Food and Environment at Stanford University. She has served as Distinguished Fellow of The Chicago Council on Global Affairs, a global affairs think tank, since 2017. Ms. Cousin previously served as Payne Distinguished Lecturer and Visiting Fellow at Stanford University’s Spogli Institute from 2017 to 2019. From 2012 to 2017, Ms. Cousin served as Executive Director of the United Nations World Food Programme, the food-assistance branch of the United Nations. She was Ambassador and Permanent Representative to the United Nations Food and Agriculture Agencies on behalf of the U.S. Department of State from 2009 to 2012. Ms. Cousin previously served in a variety of executive roles between 1987 and 2009, including Founding President and Chief Executive Officer of The Polk Street Group, a management services company; Executive Vice President and Chief Operating Officer of America’s Second Harvest; Senior Vice President, Public Affairs for Albertsons Companies; White House Liaison and Special Advisor to the Secretary for the 2016 Olympics for the U.S. Department of State; and Assistant Attorney General for The State of Illinois. | | | | | | DIRECTOR QUALIFICATIONS: • Ms. Cousin has more than 40 years of national and international non-profit, government and corporate leadership experience, including leading the world’s largest humanitarian organization, the United Nations World Food Program, in Rome. • As U.S. Ambassador to the U.N. Agencies for Food and Agriculture in Rome, she represented U.S. interests in global leader discussions regarding humanitarian and development activities, and she served as the U.S. Representative for all food, agriculture and nutrition-related issues. • As Executive Vice President and Chief Operating Officer, Ms. Cousin led the national operations of the largest U.S. hunger relief organization, America’s Second Harvest (now Feeding America). She also has corporate leadership experience from serving as a member of Albertsons Companies, Inc.’s executive leadership team. • Ms. Cousin has public company executive, board and corporate governance experience. She is a director of Bayer AG and Borealis Foods. | | | | |

  20. DIRECTOR NOMINEES FOR ELECTION AT THE ANNUAL MEETING

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

  21. DIRECTOR NOMINEES FOR ELECTION AT THE ANNUAL MEETING

    | | 2024 PROXY STATEMENT | 24 |

  22. DIRECTOR NOMINEES FOR ELECTION AT THE ANNUAL MEETING

    | | Brian J. McNamara Chief Executive Officer, Haleon plc INDEPENDENT | DIRECTOR SINCE: February 2024 White/Male Age 57 | DIRECTOR SKILLS: | BOARD COMMITTEES: • Governance • People and Compensation | | PROFESSIONAL BACKGROUND: Mr. McNamara has served as Chief Executive Officer of Haleon plc (formerly GSK ConsumerHealthcare), a global consumer healthcare company, since May 2022. Mr. McNamara joined GlaxoSmithKline plc, a global pharmaceutical and biotechnology company, in 2015 and served in various capacities, including Chief Executive Officer Designate, Haleon, from July 2021 to May 2022, Chief Executive Officer, GSK Consumer Healthcare from October 2016 to May 2021 and Head of Europe and Americas, GSK Consumer Healthcare from March 2015 to September 2016. Prior to that, he worked for 28 years in a variety of leadership positions for several global consumer products providers, including Novartis AG and The Procter & Gamble Company. | | | | | | DIRECTOR QUALIFICATIONS: • During his 36-year career, Mr. McNamara has gained valuable experience in executive leadership and global operations management. He has a strong track record of building and marketing global brands, including driving strong, profitable growth and brand innovation. • Mr. McNamara brings strong consumer products industry knowledge and marketing experience from his work at GSK Consumer Healthcare, Novartis AG and The Procter & Gamble Company. He brings a global perspective to the Board, having lived and worked in Europe and the Americas. • Mr. McNamara has public company board and corporate governance experience. He is a director of Haleon plc. | | | | |

  23. DIRECTOR NOMINEES FOR ELECTION AT THE ANNUAL MEETING

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

  24. DIRECTOR NOMINEES FOR ELECTION AT THE ANNUAL MEETING

    | | 2024 PROXY STATEMENT | 25 |

  25. DIRECTOR NOMINEES FOR ELECTION AT THE ANNUAL MEETING

    | | Jorge S. Mesquita Former Chief Executive Officer, BlueTriton Brands, Inc. INDEPENDENT | DIRECTOR SINCE: May 2012 White/Male Age 62 | DIRECTOR SKILLS: | BOARD COMMITTEES: • Audit • Finance | | PROFESSIONAL BACKGROUND: Mr. Mesquita served as Chief Executive Officer of BlueTriton Brands, a beverage company that offers regional spring water and national purified water brands, from July 2021 to March 2022. Prior to that, he was Executive Vice President and Worldwide Chairman, Consumer of Johnson & Johnson, a global healthcare products company, from 2014 until 2019. He also served on J&J’s Executive Committee and led the Consumer Group Operating Committee. Mr. Mesquita was an advisor to Cinven, a U.K. private equity firm, from 2020 to 2021. Mr. Mesquita was employed by Procter & Gamble, a global marketer of consumer products, in various marketing and leadership capacities for 29 years from 1984 to 2013. During his tenure at P&G, he served as Group President – New Business Creation and Innovation from 2012 until 2013; Group President – Special Assignment from January 2012 until March 2012; Group President, Global Fabric Care from 2007 to 2011; President, Global Home Care from 2001 to 2007; and President of Commercial Products and President of P&G Professional from 2006 to 2007. | | | | | | DIRECTOR QUALIFICATIONS: • Mr. Mesquita brings extensive experience leading major global company business units. In these roles, he has a strong track record of building and marketing global brands, including the reinvention of key brands, leading strategic business transformations, and driving strong, profitable growth. • As CEO of BlueTriton Brands, he embarked on growth and innovation initiatives. As Procter & Gamble’s Group President, New Business Creation and Innovation, Mr. Mesquita redesigned the business development organization and worked across the company with technology, marketing and finance leaders to develop groundbreaking innovation capabilities. • Mr. Mesquita was born and raised in Mozambique, Africa. He has lived and worked in several countries, including Venezuela, Mexico, Brazil and the United States. He is fluent in Portuguese, Spanish and English. • Mr. Mesquita has public company board and corporate governance experience. He is a director of Humana Inc. | | | | |

  26. DIRECTOR NOMINEES FOR ELECTION AT THE ANNUAL MEETING

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

  27. DIRECTOR NOMINEES FOR ELECTION AT THE ANNUAL MEETING

    | | 2024 PROXY STATEMENT | 26 |

  28. DIRECTOR NOMINEES FOR ELECTION AT THE ANNUAL MEETING

    | | Anindita Mukherjee Former Chairwoman and Chief Executive Officer of Pernod Ricard North America INDEPENDENT | DIRECTOR SINCE: January 2023 Asian/Female Age 58 | DIRECTOR SKILLS: | BOARD COMMITTEES: • Governance • People and Compensation | | PROFESSIONAL BACKGROUND: Ms. Mukherjee served as Chairwoman and Chief Executive Officer of Pernod Ricard North America, a global leader in wine and spirits, from December 2019 until December 2023. Previously, she served as Global Chief Commercial Officer and Global Chief Marketing Officer for S.C. Johnson & Son, Inc., a multinational consumer product manufacturer from 2015 to 2019. Earlier, she held several senior positions with PepsiCo, Inc., a global food and beverage corporation, including President, Global Snacks Group and Global Insights, and Senior Vice President and Chief Marketing Officer, Frito-Lay, Inc., a subsidiary of PepsiCo. Ms. Mukherjee started her career at Citibank Diners Club in the New Product Department, and then spent nearly 11 years with the Kraft Foods Group managing a number of key brands, including Kraft Mac & Cheese, Kraft Singles and Minute Rice. | | | | | | DIRECTOR QUALIFICATIONS: • Ms. Mukherjee has a strong track record in leading and advising multinational consumer packaged goods companies, which gives her expertise in consumer insights, commercial execution and brand innovation. • Ms. Mukherjee was named one of Forbes Top 50 most influential CMOs and also was named “Marketer of the Year” by Brand Week and was inducted into the Marketing Hall of Fame from the American Marketing Association in 2022. • Ms. Mukherjee has public company board and corporate governance experience. She is a former director of Hertz Global Holdings, Inc. and Pernod Ricard North America. | | | | |

  29. DIRECTOR NOMINEES FOR ELECTION AT THE ANNUAL MEETING

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

  30. DIRECTOR NOMINEES FOR ELECTION AT THE ANNUAL MEETING

    | | 2024 PROXY STATEMENT | 27 |

  31. DIRECTOR NOMINEES FOR ELECTION AT THE ANNUAL MEETING

    | | Jane Hamilton Nielsen Chief Operating Officer and Chief Financial Officer, Ralph Lauren Corporation INDEPENDENT | DIRECTOR SINCE: May 2021 White/Female Age 59 | DIRECTOR SKILLS: | BOARD COMMITTEES: • Audit • Finance (Chair) | | PROFESSIONAL BACKGROUND: Ms. Nielsen has served as Chief Financial Officer of Ralph Lauren Corporation, a global leader in the design, marketing and distribution of premium lifestyle products, since 2016 and as Chief Operating Officer since 2019. She leads Ralph Lauren’s global technology, finance, business development, integrated business and inventory planning, logistics, and real estate organizations. She previously served as Chief Financial Officer of Coach, Inc., a leading design house of modern luxury accessories and lifestyle collections, from 2011 to 2016. Prior to that, Ms. Nielsen spent 15 years at PepsiCo, Inc. and Pepsi Bottling Group, a global food and beverage corporation, in various senior financial roles, including Senior Vice President and Chief Financial Officer of PepsiCo Beverages Americas and the Global Nutrition Group, and she has experience in the areas of mergers & integration, investor relations and strategic planning. | | | | | | DIRECTOR QUALIFICATIONS: • Ms. Nielsen has extensive financial experience gained during her service as Chief Operating Officer and Chief Financial Officer at Ralph Lauren, as Chief Financial Officer at Coach, and in 15 years in PepsiCo’s financial organization. • Ms. Nielsen brings to the Board a global perspective and many years of experience in the food and consumer products industries. Throughout her tenure at Ralph Lauren, Ms. Nielsen has driven operational efficiency, digital transformation and investment in omni-channel capability. She worked on numerous acquisitions and integrations while at PepsiCo, including the acquisition of Quaker Oats. • Ms. Nielsen has public company board and corporate governance experience. She is a former director of Pinnacle Foods Inc. | | | | |

  32. DIRECTOR NOMINEES FOR ELECTION AT THE ANNUAL MEETING

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

  33. DIRECTOR NOMINEES FOR ELECTION AT THE ANNUAL MEETING

    | | 2024 PROXY STATEMENT | 28 |

  34. DIRECTOR NOMINEES FOR ELECTION AT THE ANNUAL MEETING

    | | Paula A. Price Former Executive Vice President and Chief Financial Officer of Macy’s, Inc. INDEPENDENT | Black/Female Age 62 | DIRECTOR SKILLS: | DIRECTOR NOMINEE | | PROFESSIONAL BACKGROUND: Ms. Price served as Executive Vice President and Chief Financial Officer of Macy’s, Inc., an omni-channel retailer of merchandise, including apparel and accessories, cosmetics and other goods, from July 2018 to May 2020. Ms. Price was a full-time senior lecturer at Harvard Business School in the accounting and management unit from July 2014 to June 2018. Prior to that, she was Executive Vice President and Chief Financial Officer of Ahold USA, a retailer that operated more than 700 supermarkets in the United States under the Stop & Shop, Giant and Martin’s names, as well as the Peapod online grocery delivery service, from May 2009 to January 2014. Ms. Price has more than 30 years of financial and operational experience and previously held senior management positions at CVS Caremark, JPMorgan Chase, Diageo and Kraft Foods. | | | | | | DIRECTOR QUALIFICATIONS: • Ms. Price has extensive financial experience gained during her service as Chief Financial Officer at Macy’s, and as Executive Vice President and Chief Financial Officer of Ahold USA. Ms. Price is a certified public accountant; she began her career at Arthur Andersen & Co. • Ms. Price brings to the Board many years of experience in the food and consumer products industry. Throughout her tenure at Ahold USA, Ms. Price was responsible for finance and accounting, strategic planning, real estate development and construction, and information technology. • Ms. Price has public company board and corporate governance experience. She is a director of Accenture plc, Bristol Myers Squibb and Warner Bros. Discovery, Inc. and a former director of DaVita Inc., Dollar General Corporation and Western Digital Corporation. | | | | |

  35. DIRECTOR NOMINEES FOR ELECTION AT THE ANNUAL MEETING

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

  36. DIRECTOR NOMINEES FOR ELECTION AT THE ANNUAL MEETING

    | | 2024 PROXY STATEMENT | 29 |

  37. DIRECTOR NOMINEES FOR ELECTION AT THE ANNUAL MEETING

    | | Patrick T. Siewert Senior Advisor, The Carlyle Group, L.P. INDEPENDENT | DIRECTOR SINCE: October 2012 LEAD DIRECTOR SINCE: May 2022 White/Male Age 68 | DIRECTOR SKILLS: | BOARD COMMITTEES: Alternate member of all Board committees | | PROFESSIONAL BACKGROUND: Mr. Siewert has served as Senior Advisor for The Carlyle Group, L.P., a global alternative asset management firm, since July 2023. Mr. Siewert joined The Carlye Group in 2007 and served as a Managing Director and Partner untIl June 2023. From 2001 to 2007, Mr. Siewert held a variety of roles with The Coca-Cola Company, a global beverage company, including Group President and Chief Operating Officer, Asia, and was a member of the Global Executive Committee. From 1974 to 2001, he held a variety of roles with Eastman Kodak Company, a technology company focused on imaging products and services, including Chief Operating Officer, Consumer Imaging and Senior Vice President and President of the Kodak Professional Division. | | | | | | DIRECTOR QUALIFICATIONS: • While working at Coca-Cola, Eastman Kodak and Carlyle, Mr. Siewert developed extensive knowledge in the food and beverage and consumer products industries, especially insights into consumer trends and routes-to-market. • Mr. Siewert has led business operations globally and in the Americas, Europe, Africa, the Middle East and Asia. He currently focuses on investments in Asian markets and select global opportunities. • Mr. Siewert has extensive public company board and corporate governance experience. He is lead director of the Board of Directors of Avery Dennison Corporation. | | | | |

  38. DIRECTOR NOMINEES FOR ELECTION AT THE ANNUAL MEETING

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

  39. DIRECTOR NOMINEES FOR ELECTION AT THE ANNUAL MEETING

    | | 2024 PROXY STATEMENT | 30 |

  40. DIRECTOR NOMINEES FOR ELECTION AT THE ANNUAL MEETING

    | | Michael A. Todman Former Vice Chairman, Whirlpool Corporation INDEPENDENT | DIRECTOR SINCE: May 2020 Black/Male Age 66 | DIRECTOR SKILLS: | BOARD COMMITTEES: • Governance • People and Compensation (Chair) | | PROFESSIONAL BACKGROUND: Mr. Todman served as Vice Chairman of Whirlpool Corporation, a global home appliance company, from November 2014 until his retirement in December 2015, and as a member of Whirlpool’s Board of Directors for nine years. Prior to that, Mr. Todman was President, Whirlpool International, from 2009 to 2014 and President, Whirlpool North America, from 2007 to 2009. Mr. Todman joined Whirlpool in 1993 and served in various capacities, including management, operations, sales and marketing positions in North America and Europe. Before joining Whirlpool, Mr. Todman served in a variety of roles of increasing responsibility with Wang Laboratories, Inc., a manufacturer of computer systems, from 1983 to 1993, and PricewaterhouseCoopers LLP, a multinational professional services firm, from 1979 to 1983. | | | | | | DIRECTOR QUALIFICATIONS: • Mr. Todman has broad leadership experience, including leading a $10 billion international business unit at Whirlpool. • Mr. Todman brings strong industry knowledge and marketing experience. He has extensive consumer experience from Whirlpool and as a director of Newell Brands and Brown-Forman. • Mr. Todman has comprehensive knowledge of emerging markets and has led strategic growth initiatives for emerging markets in Asia. • Mr. Todman has extensive public company board and corporate governance experience. He is a director of Brown-Forman, Carrier Global Corporation and Prudential, and a former director of Newell Brands and Whirlpool. | | | | |

  41. DIRECTOR NOMINEES FOR ELECTION AT THE ANNUAL MEETING

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

  42. DIRECTOR NOMINEES FOR ELECTION AT THE ANNUAL MEETING

    | | 2024 PROXY STATEMENT | 31 |

  43. DIRECTOR NOMINEES FOR ELECTION AT THE ANNUAL MEETING

    | | Dirk Van de Put Chair and Chief Executive Officer, Mondelēz International, Inc. | DIRECTOR SINCE: November 2017 CHAIR SINCE: April 2018 White/Male Age 63 | DIRECTOR SKILLS: | | PROFESSIONAL BACKGROUND: Mr. Van de Put became Chief Executive Officer of Mondelēz International and joined the Company’s Board of Directors in November 2017. He became Chair in April 2018. Mr. Van de Put served as President and Chief Executive Officer of McCain Foods Limited, a multinational frozen food provider, from 2011 to 2017, and served as its Chief Operating Officer from 2010 to 2011. Mr. Van de Put was President and Chief Executive Officer, Global Over-the-Counter, Consumer Health Division of Novartis AG, a global healthcare company, from 2009 to 2010. From 1998 to 2009, he held a variety of roles with Groupe Danone SA, a multinational provider of packaged water, dairy and baby food products, including Executive Vice President, Fresh Dairy and Waters, Americas, and Executive Vice President, Fresh Dairy and Waters, Latin America. From 1997 to 1998, Mr. Van de Put served as President, Coca-Cola Caribbean, and as Vice President, Value Chain Management, Coca-Cola Brazil. From 1986 to 1997, he held a variety of roles with Mars, Incorporated, a global manufacturer of confectionery, pet food and other food products and a provider of animal care services, including General Manager and President, Southern Cone Region, Mars South America and Vice President, Marketing, Latin America. | | | | | DIRECTOR QUALIFICATIONS: • Mr. Van de Put is a seasoned global Chief Executive Officer with experience and expertise in all critical business and commercial operations in both emerging and developed markets. He brings a global perspective to the Board, having lived and worked on three different continents. • Mr. Van de Put has extensive leadership experience, including 30 years of experience in the food and consumer packaged goods industry. • Mr. Van de Put is fluent in English, Dutch, French, Spanish and Portuguese. • Mr. Van de Put has public company board and corporate governance experience. He is a director of AB Inbev SA/NV and a former director of Keurig Dr Pepper Inc. and Mattel, Inc. | | | |

  44. DIRECTOR NOMINEES FOR ELECTION AT THE ANNUAL MEETING

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

  45. DIRECTOR NOMINEES FOR ELECTION AT THE ANNUAL MEETING

    | | 2024 PROXY STATEMENT | 32 |

  46. DIRECTOR NOMINEES FOR ELECTION AT THE ANNUAL MEETING

    | CORPORATE GOVERNANCE |

  47. DIRECTOR NOMINEES FOR ELECTION AT THE ANNUAL MEETING

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

  48. COMMITTEE MEMBERSHIP

    COMMITTEE MEMBERSHIP

  49. COMMITTEE MEMBERSHIP

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

  50. COMMITTEE MEMBERSHIP

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

  51. COMMITTEE MEMBERSHIP

    | | Member | | | Chair |

  52. COMMITTEE MEMBERSHIP

    | | 2024 PROXY STATEMENT | 45 |

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

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

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

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

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

    See “Decision-Making Process” on page 76 for additional detail on roles in the decision-making process.

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

    | | 2024 PROXY STATEMENT | 52 |

  57. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    COMPENSATION OF NON-EMPLOYEE DIRECTORS

  58. REVIEW OF NON-EMPLOYEE DIRECTOR COMPENSATION

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

  59. REVIEW OF NON-EMPLOYEE DIRECTOR COMPENSATION

    | • | 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. |

  60. REVIEW OF NON-EMPLOYEE DIRECTOR COMPENSATION

    Executive officers do not play a role in determining or recommending the amount or form of non-employee director compensation. Using Semler Brossy’s assessment, the PCC recommended no changes to the non-employee director compensation program in 2023. The average total retainer pay approximates market median and the pay mix of 39% cash and 61% equity is aligned with market.

  61. 2023 NON-EMPLOYEE DIRECTOR COMPENSATION

    2023 NON-EMPLOYEE DIRECTOR COMPENSATION

  62. 2023 NON-EMPLOYEE DIRECTOR COMPENSATION

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

  63. 2023 NON-EMPLOYEE DIRECTOR COMPENSATION

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

  64. OVERVIEW OF PAY ELEMENTS

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

  65. 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 | • 91% of our CEO’s target compensation and on average 83% of the other NEOs’ target compensation is at risk | | Align our executives’ and shareholders’ interests to promote sustained and superior long-term shareholder returns | • 75% of our CEO’s target compensation and on average 65% of the other NEOs’ target compensation is in equity-based grants, comprising of PSUs and stock options • For PSUs, require above median performance (55th percentile) to achieve target payout for the Relative TSR metric • Maintain stock ownership policy that requires ownership at or above peer benchmark levels (CEO must hold shares equal to 8 times salary and other NEOs must hold shares equal to 4 times salary) and 1-year holding requirements |

  66. COMPENSATION PROGRAM GOVERNANCE

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

  67. 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 2023 total target compensation mix for our CEO and, on average, our other NEOs. This compensation mix includes base pay, target annual incentive and LTI grants. A significant portion of compensation for both the CEO and the other NEOs is at risk/variable pay.

  68. AIP

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

  69. AIP Award Calculation/Payout

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

  70. 2023 AIP Targets for NEOs

    2023 AIP Targets for NEOs Target annual incentive opportunities for the NEOs are shown in the table below. In determining the targets, the PCC reviews benchmark data from our Compensation Survey Peer Group (see “Peer Groups” on page 75) to align our executive pay packages with similar positions.

  71. 2023 AIP Targets for NEOs

    | Name | Target opportunity as a % of salary | | Mr. Van de Put | 190% | | Mr. Zaramella | 110% | | Mr. Gruber | 100% | | Mr. Valle | 100% | | Ms. Stein | 90% | | Mr. Brusadelli | 100% |

  72. 2023 AIP Targets for NEOs

    | | 2024 PROXY STATEMENT | 65 |

  73. 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 |

  74. 2023 Europe and North America Financial Ratings

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

  75. AIP Decisions

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

  76. AIP Decisions

    | Name | Target Incentive | | Financial Performance Rating | SPI Rating | Total Incentive Payment | | Total Incentive Payment as % of Target | | Mr. Van de Put | | 2,945,000 | 159% | 113% | | 4,417,500 | 150% | | Mr. Zaramella | | 1,045,000 | 159% | 113% | | 1,567,500 | 150% | | Mr. Gruber | CHF | 753,500 | 141% | 100% | CHF | 1,002,155 | 133% | | Mr. Valle | | 750,000 | 163% | 103% | | 1,132,500 | 151% | | Ms. Stein | | 702,000 | 159% | 113% | | 1,053,000 | 150% | | Mr. Brusadelli(1) | € | 337,292 | Not Applicable | Not Applicable | € | 337,292 | 100% |

  77. AIP Decisions

    | (1) Under the terms of the Company’s AIP, Mr. Brusadelli was eligible for retirement treatment prior to his termination. Thus, his amounts reflect target-level performance prorated for his partial year of service in accordance with the AIP. For additional information regarding his separation, see “Mr. Brusadelli’s Separation” section below. |

  78. LTI PROGRAM

    LTI PROGRAM

  79. 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 2023 LTI program were entirely in equity using the same mix used in 2022: 75% PSUs and 25% stock options.

  80. Overview

    | Vehicle | Weight | Structure | Purpose | 2023 Performance Measures(1) | | PSUs | 75% | • Number of shares earned may range from 0% to 200% of the target number of PSUs granted based on the final business performance rating for the 3-year performance cycle • 3-year cliff vesting • 1-year holding requirement after vesting • Cap PSU payout at target if TSR is negative at the end of the performance period • Above median performance (55th percentile) required to achieve target payout for the Relative TSR metric | • Aligns long-term interests • Pay for performance • Retention • Stock ownership | • 25% Organic Net Revenue Growth • 25% Adjusted EPS Growth • 50% Annualized Relative TSR | | Stock Options | 25% | • 3-year ratable vesting • 1-year holding requirement post exercise • 10-year term | • Aligns long-term interests by linking value entirely to stock price appreciation • Retention • Stock ownership | Stock Price |

  81. Overview

    | (1) See definitions of PSU performance measures in Annex A. |

  82. 2023 Annual Equity Grants to NEOs

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

  83. 2023 Annual Equity Grants to NEOs

    | | 2023 Annual Equity Grants(1) | | | | | | PSUs | | Stock Options | | | Name | # | $(2) | # | $(2) | | Mr. Van de Put | 154,920 | 10,125,000 | 258,190 | 3,375,000 | | Mr. Zaramella | 57,380 | 3,750,000 | 95,630 | 1,250,000 | | Mr. Gruber | 45,900 | 3,000,000 | 76,500 | 1,000,000 | | Mr. Valle | 26,400 | 1,725,000 | 43,990 | 575,000 | | Ms. Stein | 21,810 | 1,425,000 | 36,340 | 475,000 | | Mr. Brusadelli(3) | 28,690 | 1,875,000 | 47,820 | 625,000 |

  84. 2023 Annual Equity Grants to NEOs

    | (1) The grant date for the annual equity grants was March 2, 2023. Grants of PSUs are reflected at target since actual shares earned, if any, will be determined after the three-year performance cycle ending on December 31, 2025. | | (2) The dollar values above represent the nominal amounts approved by the PCC which were used to determine the number of PSUs and stock options granted. For the grant date fair values determined under relevant accounting principles, see the Summary Compensation Table (“SCT”) and the Grants of Plan-Based Awards (“GPBA”) table beginning on page 81. | | (3) Mr. Brusadelli’s grants were forfeited in accordance with the Company’s grant agreements upon his separation. For additional information regarding his separation, see “Mr. Brusadelli’s Separation” section below. |

  85. 2023 Annual Equity Grants to NEOs

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

  86. Performance Share Units (75%)

    Performance Share Units (75%)

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

  88. 2023-2025 Metrics and Weighting

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

  89. 2023-2025 Metrics and Weighting

    Organic Net Revenue Growth is a metric for cash awards under our AIP and for share grants related to our PSUs. This metric is a fundamental driver of shareholder value, and we believe our executives should focus on it over both the short and long term. A one-year target (under the AIP) and a three-year target (for the PSUs) for Organic Net Revenue Growth create different, yet complementary, incentives for our employees. Organic Net Revenue Growth is also a key driver impacting our operational and financial performance and advancing our strategic plan. At the end of the performance cycle, the number of shares actually earned may range from 0% to 200% of the target number of PSUs granted. The number of shares that may be earned against each measure, as a percentage of target, at threshold, target and maximum performance levels is as follows:

  90. 2023-2025 Metrics and Weighting

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

  91. 2023-2025 Targets and Target-Setting Process

    2023-2025 Targets and Target-Setting Process For the 2023-2025 PSU grant, the target set for Annualized Relative TSR is the 55th percentile of the Performance Peer Group. The PCC sets our financial performance targets for Organic Net Revenue Growth and Adjusted EPS Growth based on annual average growth rates, while also taking into consideration our long-term strategic plan and external guidance. Although we do not prospectively disclose specific financial performance targets, we do disclose them retrospectively, along with results, at the end of each performance cycle (see “2021-2023 Performance Cycle Results and Shares Earned” on page 72). Revealing specific targets prospectively would provide competitors and other third parties with insights into our confidential planning process and strategies and potentially harm us competitively. We design our financial performance targets to be challenging and there is no guarantee that any shares will be earned. We provide directional guidance to assist shareholders in determining if our prospective performance targets are rigorous when evaluating our compensation programs. Below is the directional guidance for each metric in our 2023-2025 performance cycle.

  92. 2023-2025 Targets and Target-Setting Process

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

  93. 2023-2025 Targets and Target-Setting Process

    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.

  94. 2021-2023 Performance Cycle Results and Shares Earned

    | | | | | | 2021-2023 Performance Cycle Results | | | Key Performance Measures(1) | Weighting | Threshold | Target | Maximum | Actual | Payout Percentage | | Organic Net Revenue Growth | 25% | 2.2% | 3.7% | 4.9% | 10.7% | 200% | | Adjusted EPS Growth | 25% | 6.0% | 7.6% | 10.1% | 13.3% | 200% | | Annualized Relative TSR(2) | 50% | 25th percentile | 55th percentile | 90th percentile | 100th percentile | 200% | | Final Business Performance Rating | | | | | | 200% |

  95. 2021-2023 Performance Cycle Results and Shares Earned

    | (1) See definitions in Annex A. | | (2) In determining our Annualized Relative TSR performance, we used our 2023 Performance Peer Group (see “Performance Peer Group” on page 76). |

  96. 2021-2023 Performance Cycle Results and Shares Earned

    | (1) Under the terms of our annual PSU grant agreement, Mr. Brusadelli was eligible for retirement treatment prior to his termination. Thus, his 2021-2023 PSUs vested on a prorated basis based on actual performance in accordance with the Company’s grant agreement provisions for retirement-eligible individuals. For additional information regarding his separation, please see “Mr. Brusadelli’s Separation” section below. |

  97. Stock Options (25%)

    Stock Options (25%) Stock options vest ratably over three years and have a full term of ten years. The PCC believes options are an appropriate vehicle for long-term compensation because they are performance-based and emphasize growth. As with PSUs, NEOs must hold the net shares acquired upon exercising stock options for at least one year while also maintaining their stock ownership requirement.

  98. Stock Options (25%)

    | | 2024 PROXY STATEMENT | 72 |

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

  100. 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 severance payments and other benefits provided to a typical NEO are described under “Potential Payments Upon Termination or Change in Control” on page 88.

  101. Mr. Brusadelli’s Separation

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

  102. PEER GROUPS

    PEER GROUPS

  103. 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.

  104. 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 for each NEO role and for all elements of compensation, including salary, target bonus, total target cash, LTI and total target pay. Then, at the request of the PCC, the Committee’s consultant, Semler Brossy, reviews and evaluates the Aon data. Separately, market data for the CEO is reviewed independently of the Aon data. Other factors considered in NEO compensation decisions include individual performance, responsibilities, leadership, years of experience, expertise, Company performance and long-term growth potential. We routinely review the selection criteria and companies in our Compensation Survey Peer Group. In 2023, the PCC evaluated and approved maintaining the same Compensation Survey Peer Group as 2022. The following table shows our criteria for choosing the Compensation Survey Peer Group and how it is used.

  105. Compensation Survey Peer Group

    | How the Peer Group Was Chosen | 2023 Compensation Survey Peer Group(1) | How We Use the Peer Group | | • Comparable size (0.5x-2.5x) based on net revenue and market capitalization • Considerable global presence with sales and operations outside the United States • Primarily consumer facing • Market-leading brands • Incorporated in the United States • Non-controlled company structure | • 3M Company • The Coca-Cola Company • Colgate-Palmolive Company • The Estee Lauder Companies Inc.(2) • General Mills Inc. • Johnson & Johnson • Kellanova(3) • The Kraft Heinz Company • Kimberly-Clark Corporation • McDonald’s Corporation • Nike, Inc. • PepsiCo, Inc. • Philip Morris International, Inc. • The Procter & Gamble Company • Starbucks Corporation | • Benchmark total direct compensation (at target levels), including base salary and annual and LTI awards • Evaluate share utilization by reviewing overhang and annual run rate • Benchmark share ownership guidelines • Assess the competitiveness of total direct compensation awarded to senior executives • Compare pay-for-performance alignment • Benchmark annual and LTI plan design |

  106. 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 for 2023 reflected Kellogg Company compensation information prior to the spin-off. |

  107. Compensation Survey Peer Group

    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.

  108. Compensation Survey Peer Group

    | | 2024 PROXY STATEMENT | 75 |

  109. 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. We did not change our Performance Peer Group for 2023. The table below shows our criteria for choosing the Performance Peer Group and how it is used.

  110. Performance Peer Group

    | How the Peer Group Was Chosen | 2023 Performance Peer Group(1) | How We Use the Peer Group | | • Industry competitor • Fast-moving consumer good companies and primarily focused on food and non-alcoholic beverages | • Campbell Soup Company • The Coca-Cola Company • Colgate-Palmolive Company • Danone • General Mills Inc. • The Hershey Company • Kellanova(2) • The Kraft Heinz Company • Nestlé S.A. • PepsiCo, Inc. • The Procter & Gamble Company • Unilever PLC | • Compare annualized TSR to assess our results against the TSR performance measure for PSUs |

  111. Performance Peer Group

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

  112. 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.

  113. Role of the Compensation Consultant

    | | 2024 PROXY STATEMENT | 76 |

  114. Role of the Compensation Consultant

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

  115. Role of the Compensation Consultant

    | • | 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. |

  116. Role of the Compensation Consultant

    For the year ended December 31, 2023, Semler Brossy provided no services to Mondelēz International other than consulting services to the PCC regarding executive and non-employee director compensation. At least annually, the PCC reviews the current engagements and the objectivity and independence of the advice that Semler Brossy provides on executive and non-employee director compensation. In 2023, the PCC considered the six specific independence factors adopted by the SEC and Nasdaq and determined that Semler Brossy is independent and Semler Brossy’s work did not raise any conflicts of interest.

  117. HOW THE PCC MANAGES COMPENSATION-RELATED RISK

    | • | 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. |

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

    GOVERNANCE FRAMEWORK AROUND THE USE OF EARNINGS PER SHARE IN OUR INCENTIVE PROGRAMS The PCC believes it is appropriate to base executive compensation on performance metrics that align with our external reporting framework and the means by which shareholders and other stakeholders measure our performance. Accordingly, the EPS metric we use in our LTI program, like our external targets, accounts for our capital allocation plans for the year, including expected share repurchases. The PCC recognizes there are differing views among investors regarding whether share repurchases should be factored into EPS targets in executive compensation programs but believes our robust governance and compensation practices mitigate the risk that an executive would act imprudently. Specifically,

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

    | • | 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). |

  120. CLAWBACK POLICIES

    | • | 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. |

  121. 2023 SUMMARY COMPENSATION TABLE

    2023 SUMMARY COMPENSATION TABLE

  122. 2023 SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary(1) ($) | Stock Awards(2) ($) | Option Awards(3) ($) | Non-Equity Incentive Plan Compensation Annual Incentive Awards(4) ($) | Change in Pension Value(5) ($) | All Other Compensation(6) ($) | Total Compensation ($) | | Van de Put, Dirk Chair & CEO | 2023 | 1,550,000 | 10,625,963 | 3,501,056 | 4,417,500 | – | 923,656 | 21,018,175 | | | 2022 | 1,537,671 | 8,613,541 | 2,607,905 | 4,446,950 | – | 719,609 | 17,925,677 | | | 2021 | 1,487,670 | 9,120,315 | 2,320,357 | 2,525,250 | – | 674,728 | 16,128,320 | | Zaramella, Luca EVP & Chief Financial Officer | 2023 | 932,500 | 3,935,694 | 1,296,743 | 1,567,500 | – | 242,445 | 7,974,882 | | | 2022 | 872,603 | 2,871,387 | 869,302 | 1,461,680 | – | 178,200 | 6,253,171 | | | 2021 | 843,836 | 2,617,335 | 665,910 | 773,500 | – | 384,330 | 5,284,911 | | Gruber, Vinzenz(1) EVP & President, Europe | 2023 | 834,670 | 3,148,281 | 1,037,340 | 1,115,920 | 2,606,772 | 20,643 | 8,763,626 | | | 2022 | 790,555 | 2,010,156 | 608,534 | 478,449 | – | 17,406 | 3,905,100 | | | 2021 | 776,559 | 1,903,355 | 484,257 | 691,914 | – | 17,564 | 3,873,649 | | Valle, Gustavo EVP & President, North America | 2023 | 742,500 | 1,810,776 | 596,504 | 1,132,500 | – | 184,134 | 4,466,414 | | | 2022 | 702,740 | 1,507,772 | 456,456 | 1,038,003 | – | 164,272 | 3,869,243 | | Stein, Laura EVP, Corporate & Legal Affairs, General Counsel & Corporate Secretary | 2023 | 772,500 | 1,495,948 | 492,770 | 1,053,000 | – | 183,758 | 3,997,976 | | | 2022 | 743,846 | 1,292,464 | 391,264 | 1,019,250 | – | 173,719 | 3,620,543 | | | 2021 | 705,136 | 3,472,896 | 810,233 | 513,340 | – | 87,826 | 5,589,431 | | Brusadelli, Maurizio(1) Former EVP & President, AMEA | 2023 | 359,492 | 1,967,847 | 648,439 | 364,842 | – | 6,745,227 | 10,085,847 | | | 2022 | 660,507 | 2,010,156 | 608,534 | 1,072,440 | – | 954,736 | 5,306,373 | | | 2021 | 682,498 | 1,824,419 | 464,144 | 915,229 | – | 1,209,007 | 5,095,297 |

  123. 2023 SUMMARY COMPENSATION TABLE

    | (1) Mr. Brusadelli is a former employee of Mondelēz Italia Services who was on international assignment in Singapore. Mr. Gruber is a local employee of Mondelēz Europe GmbH. Mr. Brusadelli and Mr. Gruber’s equity compensation (stock awards and stock options) are denominated in USD; their non-equity compensation amounts were paid in non-U.S. dollars and have been converted to U.S. dollars (“USD”) using the applicable conversion rate for each year (each such conversion rate, the “Applicable Exchange Rate,” which for 2023 was the average exchange rate for the year and for 2022 and 2021 were the exchange rate as of December 31 of such year). | | (2) Reflects grants of PSUs. The amounts shown represent the full grant date fair value of the stock grants made in each year as computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 12, Stock Plans, to the consolidated financial statements in our 2023 Form 10-K. The grant date value of the 2023-2025 PSUs for each NEO assuming maximum performance are as follows: Mr. Van de Put – $21,251,926, Mr. Zaramella – $7,871,388, Mr. Gruber – $6,296,562, Mr. Valle – $3,621,552, Ms. Stein – $2,991,896 and Mr. Brusadelli – $3,935,694. As noted in the CD&A, Mr. Brusadelli’s 2023-2025 PSUs were forfeited upon his voluntarily termination of employment. | | (3) Reflects stock option grants. The amounts shown represent the full grant date fair value of the options granted in each year as computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 12, Stock Plans, to the consolidated financial statements in our 2023 Form 10-K. As noted in the CD&A, Mr. Brusadelli’s 2023 stock options were forfeited upon his voluntarily termination of employment. | | (4) Reflects final earned 2023 AIP awards. | | (5) Reflects the aggregate change in the actuarial present value of the benefits under the Pension Fund Mondelēz Switzerland for Mr. Gruber. For 2023, there was an increase in such pension value due to a decrease in the discount rate and because Mr. Gruber fulfilled early retirement eligibility criteria. The other NEOs are not eligible to participate in a defined benefit retirement plan. |

  124. 2023 SUMMARY COMPENSATION TABLE

    | | 2024 PROXY STATEMENT | 81 |

  125. 2023 SUMMARY COMPENSATION TABLE

    | (6) The amounts shown in the “All Other Compensation” column for 2023 reflect the following: |

  126. 2023 SUMMARY COMPENSATION TABLE

    | | D. Van de Put ($) | L. Zaramella ($) | V. Gruber ($) | G. Valle ($) | L. Stein ($) | M. Brusadelli ($) | | Personal use of company aircraft(a) | 348,682 | – | – | – | – | – | | Car allowance | 23,333 | 15,000 | 20,643 | 15,000 | 15,000 | 28,159 | | Financial counseling allowance(b) | 10,000 | 7,500 | – | 4,900 | 7,500 | – | | Employer contributions on defined contribution plans(c) | 539,725 | 215,476 | – | 160,245 | 161,258 | 167,041 | | Tax equalization payment(d) | – | – | – | 3,989 | – | 3,911,479 | | Payments related to expatriate assignment(d) | – | – | – | – | – | 653,228 | | Tax preparation expenses(e) | 1,916 | 4,469 | – | – | – | – | | Other(f) | – | – | – | – | – | 1,985,320 | | Total All Other Compensation | 923,656 | 242,445 | 20,643 | 184,134 | 183,758 | 6,745,227 |

  127. 2023 SUMMARY COMPENSATION TABLE

    | (a) Consistent with the findings of an independent, third-party security study, we require our CEO to use private (non-commercial) Company aircraft for both business and personal travel. This method of travel supports business continuity and personal safety while also increasing time available for business purposes, which is necessary since we do business in more than 150 countries. The incremental cost of personal use of the Company aircraft, including any travel to meetings of unaffiliated companies’ board of directors on which Mr. Van de Put serves, as reflected in the table, is based on the actual invoice to the Company. Mr. Van de Put is responsible for taxes in connection with his personal aircraft use and we do not reimburse him for those taxes. | | (b) All U.S. executive officers are eligible for an annual financial counseling allowance up to $7,500 and, in the case of Mr. Van de Put, up to $10,000. | | (c) All eligible U.S. employees, including our U.S. NEOs, receive matching Company contributions for contributions made to the Thrift Plan and the Supplemental Plan, if applicable. Similarly, all eligible U.S. employees hired or localized to the United States after 2008 who are not otherwise eligible to participate in the Mondelēz Global LLC Retirement Plan, including Mr. Van de Put, Mr. Zaramella, Mr. Valle and Ms. Stein, receive an additional non-elective Company contribution to the Thrift Plan and the Supplemental Plan, if applicable, equal to 4.5% of eligible compensation. The amount reflected for Mr. Brusadelli is related to the Company-sponsored II Mio Domani plan in Italy. All eligible Italian employees at the senior manager level and above, including Mr. Brusadelli, receive matching Company contributions for contributions made to the II Mio Domani Plan. The percentage of the Company contribution made to the plan is based on the member’s base pay plus AIP. Mr. Gruber does not participate in a defined contribution plan. | | (d) The payments for Mr. Brusadelli were related to his international assignment in Singapore, paid in accordance with our expatriate, global mobility and tax equalization (“TEQ”) policies. These payments were similar to the types of payments generally made to other employees on international assignment with the Company. Expatriate payments are designed to mitigate the inconvenience of an international assignment by covering expenses in excess of what the expatriate would have incurred if he or she had remained in his or her home country. These expatriate payments for Mr. Brusadelli included a housing allowance of $138,805, cost of living differential adjustments, immigration and travel expenses, a retirement contribution equalization payment and other assignment-related expenses. The retirement contribution equalization payments ($452,539 in 2023, $378,995 in 2022 and $362,944 in 2021) were intended to offset the difference (due to application of Italian law) between the employer contributions that would have been payable for him in his home country if not for his international assignment. These retirement contribution equalization payments were inadvertently excluded from his 2021 and 2022 compensation in prior proxy statements due to administrative error; as such, we have adjusted his 2021 and 2022 compensation amounts in this SCT to include such payments. Tax equalization payments are made pursuant to our TEQ policy and are designed to ensure there is no undue tax burden on the employee due to business travel, relocation or an expatriate assignment. For Mr. Brusadelli, tax equalization payments were primarily related to tax obligations due on a deemed exercise of his vested equity awards under Singapore law and certain other local taxes in Singapore. For Mr. Valle, tax equalization was related to business travel to Canada. Expenses incurred in non-USD for Mr. Brusadelli were converted to USD using the Applicable Exchange Rate. | | (e) Mr. Van de Put and Mr. Zaramella also received tax preparation services from the Company-selected tax services provider. | | (f) Mr. Brusadelli was not eligible for and did not receive any severance upon termination. The amounts shown reflect (i) the government-mandated Trattamento di Fine Rapporto payment of $1,620,477 and (ii) unused vacation payout for vacation days accrued throughout his more than 30 years of service with the Company in accordance with Company policies of $364,842. Pursuant to Italian statutory requirements, Trattamento di Fine Rapporto is an end-of-employment payment which is legally required to be paid to each employee of Mondelēz Italia Services upon termination of their employment for any reason; it is calculated according to a legally set formula based on an employee’s salary. For additional information regarding his separation, see “Mr. Brusadelli’s Separation” on page 74. |

  128. 2023 SUMMARY COMPENSATION TABLE

    | | 2024 PROXY STATEMENT | 82 |

  129. 2023 GRANTS OF PLAN-BASED AWARDS

    2023 GRANTS OF PLAN-BASED AWARDS

  130. 2023 GRANTS OF PLAN-BASED AWARDS

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of | All Other Option Awards: Number of | Exercise Price | Grant Date Fair Value of Stock | | Name | Grant Date | Grant Type | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Shares of Stock or Units (#) | Securities Underlying Options (#) | of Option Awards(3) ($/Share) | and Option Awards(4) ($) | | Van de Put, Dirk | | AIP | 1,472,500 | 2,945,000 | 5,890,000 | – | – | – | – | – | – | – | | | 03/02/2023 | Performance Share Units | – | – | – | 77,460 | 154,920 | 309,840 | – | – | – | 10,625,963 | | | 03/02/2023 | Stock Options | – | – | – | – | – | – | – | 258,190 | 65.36 | 3,501,056 | | Zaramella, Luca | | AIP | 522,500 | 1,045,000 | 2,090,000 | – | – | – | – | – | – | – | | | 03/02/2023 | Performance Share Units | – | – | – | 28,690 | 57,380 | 114,760 | – | – | – | 3,935,694 | | | 03/02/2023 | Stock Options | – | – | – | – | – | – | – | 95,630 | 65.36 | 1,296,743 | | Gruber, Vinzenz | | AIP | 419,519 | 839,037 | 1,678,074 | – | – | – | – | – | – | – | | | 03/02/2023 | Performance Share Units | – | – | – | 22,950 | 45,900 | 91,800 | – | – | – | 3,148,281 | | | 03/02/2023 | Stock Options | – | – | – | – | – | – | – | 76,500 | 65.36 | 1,037,340 | | Valle, Gustavo | | AIP | 375,000 | 750,000 | 1,500,000 | – | – | – | – | – | – | – | | | 03/02/2023 | Performance Share Units | – | – | – | 13,200 | 26,400 | 52,800 | – | – | – | 1,810,776 | | | 03/02/2023 | Stock Options | – | – | – | – | – | – | – | 43,990 | 65.36 | 596,504 | | Stein, Laura | | AIP | 351,000 | 702,000 | 1,404,000 | – | – | – | – | – | – | – | | | 03/02/2023 | Performance Share Units | – | – | – | 10,905 | 21,810 | 43,620 | – | – | – | 1,495,948 | | | 03/02/2023 | Stock Options | – | – | – | – | – | – | – | 36,340 | 65.36 | 492,770 | | Brusadelli, Maurizio(5) | | AIP | 351,330 | 702,659 | 1,405,318 | – | – | – | – | – | – | – | | | 03/02/2023 | Performance Share Units | – | – | – | 14,345 | 28,690 | 57,380 | – | – | – | 1,967,847 | | | 03/02/2023 | Stock Options | – | – | – | – | – | – | – | 47,820 | 65.36 | 648,439 |

  131. 2023 GRANTS OF PLAN-BASED AWARDS

    | (1) Threshold equals 50% of target and maximum equals 200% of target. A zero payout is possible if threshold performance levels are not achieved. Actual amounts earned under our 2023 AIP are disclosed in the “Non-Equity Incentive Plan Compensation Annual Incentive Awards” column in the 2023 SCT. Amounts for Mr. Brusadelli and Mr. Gruber were converted to USD using the Applicable Exchange Rate. | | (2) Threshold equals 50% of target and maximum equals 200% of target. A zero payout is possible if threshold performance levels are not achieved. The target number of units shown in the table reflects the number of shares of our Common Stock earned if performance is achieved at target levels. Actual shares earned, if any, under the 2023-2025 performance cycle will be determined and settled no later than March 15, 2026. Any shares earned will be settled net of applicable tax withholding. Dividend equivalents accrue during the performance cycle and will be paid at the end of the performance cycle in cash, net of applicable tax withholding, based on the actual number of shares earned for the performance cycle, if any. | | (3) Exercise price equals the closing price of our Common Stock on the grant date. | | (4) Amounts represent the grant date fair value of the awards as computed in accordance with FASB ASC Topic 718. | | (5) As noted in the CD&A, Mr. Brusadelli received a prorated AIP bonus at target-level performance pursuant to the retirement provisions of our AIP and his 2023 PSUs and stock options were forfeited in their entirety upon his voluntarily termination of employment. See the “Non-Equity Incentive Plan Compensation Annual Incentive Awards” column in the 2023 SCT for the actual AIP award paid to Mr. Brusadelli. |

  132. 2023 GRANTS OF PLAN-BASED AWARDS

    | | 2024 PROXY STATEMENT | 83 |

  133. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

  134. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable(1) (#) | Options Exercise Price ($) | Options Expiration Date | Number of Shares or Units of Stock That Have Not Vested(1) (#) | Market Value of Shares or Units of Stock That Have Not Vested(2) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(1)(3) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(2) ($) | | Van de Put, Dirk | 11/20/2017 | 133,580 | – | 42.11 | 11/20/2027 | – | – | – | – | | | 02/22/2018 | 258,570 | – | 43.51 | 02/22/2028 | – | – | – | – | | | 02/22/2019 | 273,740 | – | 47.72 | 02/22/2029 | – | – | – | – | | | 02/20/2020 | 232,900 | – | 59.04 | 02/20/2030 | – | – | – | – | | | 02/18/2021 | 169,033 | 87,077 | 56.13 | 02/18/2031 | – | – | – | – | | | 02/24/2022 | 76,567 | 155,453 | 64.65 | 02/24/2032 | – | – | 278,440 | 20,167,409 | | | 03/02/2023 | – | 258,190 | 65.36 | 03/02/2033 | – | – | 309,840 | 22,441,711 | | Zaramella, Luca | 02/22/2016 | 24,410 | – | 39.70 | 02/22/2026 | – | – | – | – | | | 02/16/2017 | 22,570 | – | 43.20 | 02/16/2027 | – | – | – | – | | | 02/22/2018 | 22,410 | – | 43.51 | 02/22/2028 | – | – | – | – | | | 08/01/2018 | 29,190 | – | 42.83 | 08/01/2028 | – | – | – | – | | | 02/22/2019 | 58,940 | – | 47.72 | 02/22/2029 | – | – | – | – | | | 02/20/2020 | 65,640 | – | 59.04 | 02/20/2030 | – | – | – | – | | | 02/18/2021 | 48,510 | 24,990 | 56.13 | 02/18/2031 | – | – | – | – | | | 02/24/2022 | 25,522 | 51,818 | 64.65 | 02/24/2032 | – | – | 92,820 | 6,722,953 | | | 03/02/2023 | – | 95,630 | 65.36 | 03/02/2033 | – | – | 114,760 | 8,312,067 | | Gruber, Vinzenz | 02/18/2015 | 22,000 | – | 36.94 | 02/18/2025 | – | – | – | – | | | 02/22/2016 | 22,830 | – | 39.70 | 02/22/2026 | – | – | – | – | | | 02/16/2017 | 20,980 | – | 43.20 | 02/16/2027 | – | – | – | – | | | 02/22/2018 | 20,830 | – | 43.51 | 02/22/2028 | – | – | – | – | | | 02/22/2019 | 44,540 | – | 47.72 | 02/22/2029 | – | – | – | – | | | 02/20/2020 | 46,580 | – | 59.04 | 02/20/2030 | – | – | – | – | | | 02/18/2021 | 35,277 | 18,173 | 56.13 | 02/18/2031 | – | – | – | – | | | 02/24/2022 | 17,866 | 36,274 | 64.65 | 02/24/2032 | – | – | 64,980 | 4,706,501 | | | 03/02/2023 | – | 76,500 | 65.36 | 03/02/2033 | – | – | 91,800 | 6,649,074 | | Valle, Gustavo | 02/20/2020 | 33,880 | – | 59.04 | 02/20/2030 | – | – | – | – | | | 02/18/2021 | 23,522 | 12,118 | 56.13 | 02/18/2031 | – | – | – | – | | | 02/24/2022 | 13,401 | 27,209 | 64.65 | 02/24/2032 | – | – | 48,740 | 3,530,238 | | | 03/02/2023 | – | 43,990 | 65.36 | 03/02/2033 | – | – | 52,800 | 3,824,304 |

  135. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | 2024 PROXY STATEMENT | 84 |

  136. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | Stein, Laura | 01/11/2021 | 31,792 | 16,378 | 57.09 | 01/11/2031 | 4,380 | 317,243 | – | – | | | 02/18/2021 | 26,459 | 13,631 | 56.13 | 02/18/2031 | – | – | – | – | | | 02/24/2022 | 11,487 | 23,323 | 64.65 | 02/24/2032 | – | – | 41,780 | 3,026,125 | | | 03/02/2023 | – | 36,340 | 65.36 | 03/02/2033 | – | – | 43,620 | 3,159,397 | | Brusadelli, Maurizio | 02/18/2021 | – | 17,418 | 56.13 | 02/18/2031 | – | – | – | – | | | 02/24/2022 | – | 36,274 | 64.65 | 02/24/2032 | – | – | 34,296 | 2,484,059 |

  137. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (1) The vesting schedule for all outstanding unvested DSUs, PSUs and stock options is as follows: |

  138. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | Grant Date | Grant Type | Vesting Schedule | | 01/11/2021 | DSUs | 100% of the grant vests on 01/11/2026. | | 01/11/2021 | Stock Options | First tranche (33%) vested on 01/11/2022, second tranche (33%) vested on 01/11/2023 and last tranche (34%) vested on 01/11/2024. | | 02/18/2021 | Stock Options | First tranche (33%) vested on 02/18/2022, second tranche (33%) vested on 02/18/2023 and last tranche (34%) vested on 02/18/2024. | | 02/24/2022 | PSUs | The performance cycle will end on 12/31/2024. 100% of the grant vests upon approval of the PCC subject to the satisfaction of the performance criteria. Distribution of any shares earned will be no later than 03/15/2025. | | 02/24/2022 | Stock Options | First tranche (33%) vested on 02/24/2023, second tranche (33%) vested on 02/24/2024 and last tranche (34%) vests on 02/24/2025. | | 03/02/2023 | PSUs | The performance cycle will end on 12/31/2025. 100% of the grant vests upon approval of the PCC subject to the satisfaction of the performance criteria. Distribution of any shares earned will be no later than 03/15/2026. | | 03/02/2023 | Stock Options | First tranche (33%) vested on 03/02/2024, second tranche (33%) vests on 03/02/2025 and last tranche (34%) vests on 03/02/2026. |

  139. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (2) The market value of outstanding DSUs and PSUs is based on our Common Stock’s December 29, 2023 closing price of $72.43. | | (3) Actual number of shares earned ranges between 0% and 200% of target depending on actual performance for the performance cycle. Amount reflects maximum award levels for the 2022-2024 and 2023-2025 performance cycle based on our trending performance at 2023 year-end. |

  140. 2023 OPTIONS EXERCISED AND STOCK VESTED

    2023 OPTIONS EXERCISED AND STOCK VESTED

  141. 2023 OPTIONS EXERCISED AND STOCK VESTED

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise(1) ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(2) ($) | | Van de Put, Dirk | – | – | 307,340 | 23,619,079 | | Zaramella, Luca | 25,380 | 1,017,230 | 88,200 | 6,778,170 | | Gruber, Vinzenz | – | – | 64,140 | 4,929,159 | | Valle, Gustavo | – | – | 42,760 | 3,286,106 | | Stein, Laura | – | – | 48,120 | 3,698,022 | | Brusadelli, Maurizio | 288,258 | 7,437,947 | 52,942 | 4,068,593 |

  142. 2023 OPTIONS EXERCISED AND STOCK VESTED

    | (1) Amounts shown are calculated based on the fair market value of the Common Stock on the date of exercise. | | (2) Amounts shown are calculated based on the fair market value of the Common Stock on the date of vesting and include the value of shares earned for the 2021-2023 performance cycle based on actual performance for the cycle, which ended on December 31, 2023, and the December 29, 2023 closing price of $72.43. The amounts also include accrued dividend equivalents for PSUs based on the actual number of shares earned for the 2021-2023 performance cycle as follows: |

  143. 2023 OPTIONS EXERCISED AND STOCK VESTED

    | • | Mr. Van de Put: $1,358,443 | | • | Mr. Zaramella: $389,844 | | • | Mr. Gruber: $283,499 | | • | Mr. Valle: $188,999 | | • | Ms. Stein: $212,690 | | • | Mr. Brusadelli: $234,004 |

  144. 2023 OPTIONS EXERCISED AND STOCK VESTED

    | | 2024 PROXY STATEMENT | 85 |

  145. 2023 PENSION BENEFITS

    2023 PENSION BENEFITS

  146. 2023 PENSION BENEFITS

    | Name(1) | Plan Name | Number of Years of Credited Service(2) (#) | Present Value of Accumulated Benefits(3) ($) | Payments During Last Fiscal Year ($) | | Gruber, Vinzenz | Pension Fund Mondelēz Switzerland | 34 | 10,969,598 | – |

  147. 2023 PENSION BENEFITS

    | (1) No U.S.-based salaried employee hired after 2008 or localized to the United States after 2015 is eligible to participate in the Mondelēz Global LLC Retirement Plan. Therefore, no amounts are shown for Mr. Van de Put, Mr. Zaramella, Mr. Valle and Ms. Stein. Mr. Brusadelli’s compensation and benefits were Italy-based and he was not eligible for a defined benefit pension. | | (2) The years of credited service under the plan are equivalent to Mr. Gruber’s years of total service. | | (3) The amount reflects the actuarial present value of benefits accumulated under the retirement plan, in accordance with the same assumptions and measurement dates disclosed in Note 11, Benefit Plans, to the consolidated financial statements in our 2023 Form 10-K. Plan assumptions specific to the Pension Fund Mondelēz Switzerland include: |

  148. 2023 PENSION BENEFITS

    | • | Assumes commencement at the earliest age that participants would be eligible for an unreduced pension benefit (at age 62, because Mr. Gruber fulfilled early retirement eligibility criteria in 2023) and is discounted for current age; | | • | Measurement date of December 31, 2023; | | • | Discount rate of 1.31%; and | | • | Statutory Mortality Table BVG2015. |

  149. 2023 NON-QUALIFIED DEFERRED COMPENSATION BENEFITS

    2023 NON-QUALIFIED DEFERRED COMPENSATION BENEFITS

  150. 2023 NON-QUALIFIED DEFERRED COMPENSATION BENEFITS

    | Name | Plan | Executive Contributions in 2023(1) ($) | Registrant Contributions in 2023(2) ($) | Aggregate Earnings in 2023(3) ($) | Aggregate Withdrawals/ Distributions in 2023 ($) | Aggregate Balance as of December 31, 2023(4) ($) | | Van de Put, Dirk | Supplemental Plan | 340,017 | 510,025 | 85,013 | – | 3,497,792 | | | MEDCP | – | – | 1,155,927 | – | 11,196,477 | | Zaramella, Luca | Supplemental Plan | 101,926 | 185,776 | 26,773 | – | 1,128,419 | | | MEDCP | 365,420 | – | 106,624 | – | 555,430 | | Valle, Gustavo | Supplemental Plan | 87,030 | 130,545 | 9,928 | – | 460,232 | | Stein, Laura | Supplemental Plan | 87,705 | 131,558 | 9,289 | – | 437,624 |

  151. 2023 NON-QUALIFIED DEFERRED COMPENSATION BENEFITS

    | (1) Base salary and 2023 AIP amounts contributed by NEOs are included in the 2023 SCT. The 2023 deferred compensation amounts attributable to base salary and 2023 AIP awards for participating NEOs are as follows: |

  152. 2023 NON-QUALIFIED DEFERRED COMPENSATION BENEFITS

    | Name | Plan | Base Salary ($) | AIP Award ($) | | Van de Put, Dirk | Supplemental Plan | 75,115 | 264,902 | | | MEDCP | – | – | | Zaramella, Luca | Supplemental Plan | 45,796 | 56,129 | | | MEDCP | 365,420 | – | | Valle, Gustavo | Supplemental Plan | 36,242 | 50,788 | | Stein, Laura | Supplemental Plan | 37,696 | 50,009 |

  153. 2023 NON-QUALIFIED DEFERRED COMPENSATION BENEFITS

    | (2) Amounts in this column are also included in the “All Other Compensation” column in the 2023 SCT. | | (3) Amounts in this column are at market rates and are not reflected in the 2023 SCT. | | (4) The aggregate balance includes amounts reported as compensation for our NEOs in prior years. Amounts reported attributable to base salary, AIP awards or all other compensation that were reported in the SCT of previously filed proxy statements for the participating NEOs are as follows: Mr. Van de Put – $13,030,864; Mr. Zaramella – $871,504; Mr. Valle – $183,712 and Ms. Stein – $63,159. |

  154. MONDELĒZ GLOBAL LLC MEDCP

    | | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL |

  155. POTENTIAL PAYOUT UPON OTHER TYPES OF SEPARATIONS (DEATH, DISABILITY AND RETIREMENT)

    POTENTIAL PAYOUT UPON OTHER TYPES OF SEPARATIONS (DEATH, DISABILITY AND RETIREMENT) Death or Disability. If an NEO terminates employment due to death or disability, all of the NEO’s outstanding unvested stock option grants and Ms. Stein’s outstanding DSU grant would vest. In addition, the NEO (or beneficiary) would become eligible for an award under the AIP and a prorated target award for outstanding PSU grants. The table below describes the estimated value of such payments based on a December 31, 2023 termination due to death or disability. All equity values are calculated based on our December 29, 2023 closing stock price of $72.43.

  156. POTENTIAL PAYOUT UPON OTHER TYPES OF SEPARATIONS (DEATH, DISABILITY AND RETIREMENT)

    | Name | Annual Incentive Award(1) ($) | Value of Unvested PSU Grants(2) ($) | Value of Unvested DSU Grants(3) ($) | Value of Unvested Stock Options(3) ($) | Total ($) | | Van de Put, Dirk | 2,945,000 | 21,593,121 | – | 4,454,183 | 28,992,304 | | Zaramella, Luca | 1,045,000 | 6,820,516 | – | 1,486,585 | 9,352,101 | | Gruber, Vinzenz | 839,037 | 4,999,843 | – | 1,119,287 | 6,958,167 | | Valle, Gustavo | 750,000 | 3,362,708 | – | 720,219 | 4,832,927 | | Stein, Laura | 702,000 | 3,277,965 | 317,243 | 911,801 | 5,209,009 |

  157. POTENTIAL PAYOUT UPON OTHER TYPES OF SEPARATIONS (DEATH, DISABILITY AND RETIREMENT)

    | (1) Amounts reflect target awards under our 2023 AIP. The amount for Mr. Gruber was converted to USD using the Applicable Exchange Rate. | | (2) Amounts reflect target PSU grant for the 2021-2023 performance cycle as well as prorated target PSU grants for the 2022-2024 and 2023-2025 performance cycles. | | (3) Amounts reflect the value of immediate vesting of all outstanding unvested DSU grants and outstanding unvested stock options. |

  158. POTENTIAL PAYOUT UPON OTHER TYPES OF SEPARATIONS (DEATH, DISABILITY AND RETIREMENT)

    Retirement. If an NEO terminates employment due to retirement:

  159. POTENTIAL PAYOUT UPON OTHER TYPES OF SEPARATIONS (DEATH, DISABILITY AND RETIREMENT)

    | Element | Treatment | | Treatment of AIP Awards | Eligible for a prorated award under AIP at target. | | Treatment of PSU Grants | Pro rata continued vesting based on the number of months employed during the applicable performance period, subject to actual Company performance.(1) | | Treatment of Stock Options | Continue to vest per the original vesting schedule.(1) In addition, vested stock options may be exercised during the remaining full original term of such options. | | Treatment of DSU Grants | Pro rata vest based on the number of months employed during the vesting period.(1) |

  160. POTENTIAL PAYOUT UPON OTHER TYPES OF SEPARATIONS (DEATH, DISABILITY AND RETIREMENT)

    | (1) Provided the employee is actively employed for at least 180 days following the grant date for grants beginning in 2023 and at least 90 days following the grant date for grants prior to 2023. |

  161. POTENTIAL PAYOUT UPON OTHER TYPES OF SEPARATIONS (DEATH, DISABILITY AND RETIREMENT)

    Mr. Gruber is our only NEO who was eligible for retirement treatment on December 31, 2023. As described above in the CD&A, Mr. Brusadelli was eligible for retirement treatment prior to his termination during 2023 (see “Mr. Brusadelli’s Separation” section in the CD&A for additional information). He did not receive any severance payments in connection with his voluntary termination. Pursuant to the retirement provisions described above, he was eligible for and received retirement treatment under our plans with respect to his AIP and outstanding equity awards. He also received (i) the government-mandated Trattamento di Fine Rapporto payment of $1,620,477 and (ii) unused vacation payout for vacation days accrued throughout his more than 30 years of service with the Company in accordance with Company policies of $364,842. Pursuant to Italian statutory requirements, Trattamento di Fine Rapporto is an end-of-employment payment which is legally required to be paid to each employee of Mondelēz Italia Services upon termination of their employment for any reason; it is calculated according to a legally set formula based on an employee’s salary.

  162. POTENTIAL PAYOUT UPON OTHER TYPES OF SEPARATIONS (DEATH, DISABILITY AND RETIREMENT)

    | | 2024 PROXY STATEMENT | 93 |

  163. POTENTIAL PAYOUT UPON OTHER TYPES OF SEPARATIONS (DEATH, DISABILITY AND RETIREMENT)

    The table below describes the estimated value of such retirement treatment based on a December 31, 2023 termination for Mr. Gruber and the actual AIP bonus and estimated value of continued equity vesting for Mr. Brusadelli following his termination. All equity values are calculated based on our December 29, 2023 closing stock price of $72.43.

  164. POTENTIAL PAYOUT UPON OTHER TYPES OF SEPARATIONS (DEATH, DISABILITY AND RETIREMENT)

    | Name | Annual Incentive Award(2) ($) | Continued Vesting of Unvested PSU Grants(3) ($) | Continued Vesting of Unvested Stock Options(4) ($) | Total ($) | | Gruber, Vinzenz(1) | 839,037 | 9,999,686 | 1,119,287 | 11,958,010 | | Brusadelli, Maurizio(1) | 364,842 | 6,318,648 | 566,125 | 7,249,615 |

  165. POTENTIAL PAYOUT UPON OTHER TYPES OF SEPARATIONS (DEATH, DISABILITY AND RETIREMENT)

    | (1) Amounts were converted to USD using the Applicable Exchange Rate except for the unvested equity values, which are already denominated in USD. | | (2) The amount for Mr. Gruber reflects target awards under our 2023 AIP. The amount for Mr. Brusadelli reflects his prorated actual 2023 AIP award. | | (3) Amounts for Mr. Gruber reflect his PSU grant for the 2021-2023 performance cycle as well as prorated PSU grants for the 2022-2024 and 2023-2025 performance cycles. Amounts for Mr. Brusadelli reflect PSU grants for the 2021-2023 and 2022-2024 performance cycles, prorated based on his actual termination date (his 2023-2025 PSUs were forfeited). All amounts reflect maximum award levels. | | (4) Amounts reflect the value of all outstanding unvested stock options. |

  166. POTENTIAL PAYOUT UPON OTHER TYPES OF SEPARATIONS (DEATH, DISABILITY AND RETIREMENT)

    | | 2024 PROXY STATEMENT | 94 |

  167. 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 2023, the annual total compensation for Dirk Van de Put, our CEO, as reported in the SCT was $21,018,175. The annual total compensation for our median employee (“Median Employee”) was $33,093. Therefore, the ratio of our CEO’s annual total compensation to the Median Employee’s annual total compensation was 635 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 73% 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; seven of our top nine 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. In order to identify our 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 base salary information for approximately 92,000 of our employees to identify our Median Employee.

  168. CEO PAY RATIO

    | (1) We excluded employees from the following countries: Morocco (518), Indonesia (1,421), Ukraine (969), Egypt (1,131), Pakistan (464) and Eswatini (283). |

  169. CEO PAY RATIO

    | | 2024 PROXY STATEMENT | 96 |

  170. 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.

  171. PAY VERSUS PERFORMANCE

    | | | | Average Summary Compensation Table Total for Non-PEO NEOs(3) ($) | Average Compensation Actually Paid to Non-PEO NEOs(4) ($) | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(2) ($) | | | Total Shareholder Return(5) ($) | Peer Group Total Shareholder Return(6) ($) | Net Income(7) ($) | Adjusted Gross Profit Growth(8) | | 2023 | 21,018,175 | 49,732,942 | 7,057,749 | 11,428,845 | 143.96 | 122.21 | 4,968 | 18.8% | | 2022 | 17,925,677 | 27,017,315 | 4,833,472 | 6,838,394 | 129.50 | 124.71 | 2,726 | 12.3% | | 2021 | 16,128,320 | 26,845,406 | 4,960,822 | 7,251,942 | 125.82 | 125.27 | 4,314 | 3.5% | | 2020 | 16,842,693 | 22,512,182 | 5,506,309 | 6,295,101 | 108.58 | 109.26 | 3,569 | 3.6% |

  172. 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). |

  173. PAY VERSUS PERFORMANCE

    | (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 2023 total compensation to determine the 2023 compensation actually paid: |

  174. PAY VERSUS PERFORMANCE

    | Year | Reported Summary Compensation Table Total for PEO ($) | Less Reported Value of Equity Awards(a) ($) | Plus Equity Award Adjustments(b) ($) | Compensation Actually Paid to PEO ($) | | 2023 | 21,018,175 | 14,127,019 | 42,841,786 | 49,732,942 |

  175. 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 2023 equity award adjustments are as follows: |

  176. 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 ($) | | 2023 | 23,836,372 | 17,084,654 | 628,005 | 1,292,755 | 42,841,786 |

  177. 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 2023, Mr. Zaramella, Mr. Gruber, Mr. Brusadelli, Ms. Stein and Mr. Valle; (ii) for 2022, Mr. Zaramella, Mr. Gruber, Mr. Brusadelli and Mr. Valle; (iii) for 2021, Mr. Zaramella, Mr. Gruber, Mr. Brusadelli and Ms. Stein; and (iv) for 2020, Mr. Zaramella, Mr. Gruber, Mr. Brusadelli and Mr. Walter. As noted in the footnotes to the SCT, due to administrative error, the retirement contribution equalization payments for Mr. Brusadelli were inadvertently excluded from his compensation in prior proxy statements; as such, we have adjusted his 2021 and 2022 compensation amounts in the SCT and the average SCT amounts above for the applicable year to include such payments. |

  178. PAY VERSUS PERFORMANCE

    | | 2024 PROXY STATEMENT | 97 |

  179. 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. |

  180. 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) ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2023 | 7,057,749 | 3,286,068 | 8,140,319 | 521,355 | 38,200 | 11,428,845 |

  181. PAY VERSUS PERFORMANCE

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

  182. 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 ($) | Less Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Plus Average Value of Dividends on Stock Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Average Equity Award Adjustments ($) | | 2023 | 4,661,681 | 3,396,525 | 110,879 | (276,430) | 247,664 | 8,140,319 |

  183. 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. |

  184. PAY VERSUS PERFORMANCE

    | (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 reported in the Form 10-K of the applicable year, which included Campbell Soup Company, The Coca-Cola Company, Colgate-Palmolive Company, Danone S.A., General Mills, Inc., The Hershey Company, Kellanova (formerly Kellogg Company), The Kraft Heinz Company, Nestlé S.A., PepsiCo, Inc., The Procter & Gamble Company and Unilever PLC. | | (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. |

  185. PAY VERSUS PERFORMANCE

    | | 2024 PROXY STATEMENT | 98 |

  186. ANALYSIS OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE

    ANALYSIS OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE 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. Over the four-year period covered in this disclosure, the Company’s TSR increased 44%, double our peer group’s performance of 22% during the same period. As our stock price has appreciated, compensation has also increased because on average over 65% of our NEO’s total target compensation is in the form of equity. The year-over-year change in our 2023 compensation actually paid was nearly entirely driven by our stock price appreciation and increases in our PSU grant performance. For example, our 2021-2023 PSU grants paid out at maximum achievement, half of which was based on relative annualized TSR that was higher than every peer in our peer group. 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.

  187. ANALYSIS OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE

    | | 2024 PROXY STATEMENT | 99 |

  188. ANALYSIS OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE

    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, 2023, 2022, 2021 and 2020.

  189. ANALYSIS OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE

    | | 2024 PROXY STATEMENT | 100 |

  190. BEST PRACTICES

    | Annual Director Compensation Limit | • The 2024 PIP contains an annual limit on cash and equity-based compensation that may be paid or granted, whether under the 2024 PIP or otherwise, to our non-employee directors of $750,000 (or $1,000,000 for the first calendar year the director joins the Board or if the director is serving as chair or lead director of the Board). | | Minimum Vesting Requirement | • The 2024 PIP contains a one-year minimum vesting requirement for equity awards, subject only to certain specified exceptions. | | No Discounted Options or SARs | • Stock options and stock appreciation rights (“SARs”) may not be granted with exercise prices lower than the fair market value of the underlying Common Stock on the grant date. | | No Repricing Without Shareholder Approval | • There can be no repricing of stock options or SARs without shareholder approval, either by canceling the option or SAR as consideration for cash, issuing a replacement option or other stock award to the participant at a lower price or by reducing the exercise price of the option or SAR, other than in connection with a change in the Company’s capitalization. | | No Single Trigger Change in Control Acceleration of Equity Awards | • In the event of a change in control of the Company, the 2024 PIP does not provide for automatic single trigger acceleration of equity awards. | | No Dividends on Unvested Awards | • The 2024 PIP does not provide for dividend payments on any unvested equity awards. | | No Excise Tax Gross-Ups | • The 2024 PIP does not provide for tax gross-ups on excise taxes resulting from excess parachute payments. | | No Evergreen Provision | • The 2024 PIP does not include an “evergreen” feature pursuant to which the shares authorized for issuance under the 2024 PIP can be automatically replenished. | | No Automatic Grants | • The 2024 PIP does not provide for “reload” or other automatic grants to participants. |

  191. DIRECTOR COMPENSATION LIMIT

    DIRECTOR COMPENSATION LIMIT The aggregate dollar value of equity-based and cash compensation granted during any calendar year to any non-employee director may not exceed $750,000; provided, however, that in the calendar year in which a non-employee director first joins the Board or during any calendar year in which a non-employee director is designated as Chair or Lead Director, such limit may be up to $1,000,000.

  192. SECTION 5. GRANTS AND AWARDS.

    | b) | Non-Management Director Compensation Limit. The maximum Fair Market Value on the date of Grant, as determined by the Committee, of the shares of Common Stock subject to Grants made to any Non-Management Director plus any other cash or other compensation provided to such Non-Management Director in any calendar year may not exceed $750,000; provided that in any calendar year in which a Non-Management Director first joins the Board or during any calendar year in which a Non-Management Director is designated as Chair or Lead Director, such limit shall instead by $1,000,000. | | c) | performance-based Grants. Grants made under the Plan may be performance-based through the application of Performance Goals and Performance Cycles. | | d) | Adjustment of performance-based Compensation. The Committee retains the discretion to adjust the determinations of the degree of attainment of the preestablished performance objectives for performance-based Awards upward or downward, either on a formulaic or discretionary basis or any combination, as the Committee determines, in its sole discretion. | | e) | Evaluation of Performance. The Committee may provide in any Grant that any evaluation of performance under the applicable Performance Goal(s) may include or exclude the impact, if any, on reported financial results of any of the following events, or any other events determined by the Committee, that occurs during a Performance Cycle: (a) asset write-downs; (b) litigation or claim judgments or settlements; (c) changes in tax laws, accounting principles or other laws or provisions; reorganization or restructuring programs; (e) acquisitions or divestitures; (f) foreign exchange gains and losses; and (g) gains and losses that are treated as extraordinary items under Financial Accounting Standard No. 145 (Accounting Standards Codification 225). | | f) | Vesting. Grants made under the Plan will vest at such time or times as may be determined by the Committee; provided, however, that no condition relating to the vesting of a Grant and/or Award that is based upon Performance Goals may be based on a Performance Cycle of less than one year, and no condition that is based upon continued employment or the passage of time alone may provide for vesting of a Grant prior to the first anniversary of the date the Grant is made, except (i) upon the death, disability or retirement of the Participant, in each case as specified in the Grant agreement (ii) upon a Change in Control, as specified in Section 6 of the Plan, (iii) for any Award paid in cash, (iv) for any Grants made to Non-Management Directors which may vest on the date of the Company’s next annual shareholders meeting that is at least 50 weeks from the date the Grant is made, and (v) up to 5% of the amount of shares of Common Stock subject to the Plan may be subject to Grants without any minimum vesting period. |