Mondelez International, Inc.
For the period ended May 20, 2026. Filed Apr 3, 2026.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 20, 2026 · Filed Apr 3, 2026
Contents
Compensation Determination Process
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.
Compensation Survey Peer Group
The PCC reviews compensation data from a comparator group of companies as one reference point when making
compensation decisions for all executive pay, including CEO pay and when benchmarking compensation plan designs.
Aon Hewitt (“Aon”) provides aggregate pay level benchmarking data from our Compensation Survey Peer Group for
each NEO role and for all elements of compensation, including salary, target bonus, total target cash, LTI, and total
target pay. In addition, the PCC may consider Aon benchmarking data from a broader set of companies. Then, at the
request of the PCC, the Committee’s consultant, Semler Brossy, reviews and evaluates the Aon data. Separately,
market data for the CEO is reviewed independently of the Aon data. Other factors considered in NEO compensation
decisions include individual performance, responsibilities, leadership, years of experience, expertise, company
performance, and long-term growth potential.
We routinely review the selection criteria and companies in our Compensation Survey Peer Group. In 2025, the PCC
evaluated and approved maintaining the same Compensation Survey Peer Group as 2024, except that Kellanova was
removed due to the previously announced acquisition of Kellanova by Mars Inc., a private company which is not a
member of our Compensation Survey Peer Group. The following table shows our criteria for choosing the
Compensation Survey Peer Group and how it is used.
| How the Peer Group Was Chosen | Compensation Survey Peer Group(1) | How We Use the Peer Group |
|---|---|---|
| •Comparable size (0.5x-2.5x) based on net revenue and market capitalization•Considerable global presence with sales and operations outside the United States•Primarily consumer facing•Market-leading brands•Incorporated in the United States•Non-controlled company structure | •3M Company•The Coca-Cola Company•Colgate-Palmolive Company•The Estee Lauder Companies Inc.(2)•General Mills Inc.•Johnson & Johnson•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 |
(1)Companies indicated inbold are represented in both the Compensation Survey and Performance Peer Groups.
(2)Excluded by the PCC when reviewing CEO compensation.
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.
80 | 2026 PROXY STATEMENT
COMPENSATION DISCUSSION AND ANALYSIS (CD&A)Compensation Determination Process
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 maintained the same Performance Peer Group for 2025 as used for 2024. The table
below shows our criteria for choosing the Performance Peer Group and how it is used.
| How the Peer Group Was Chosen | Performance Peer Group(1) | How We Use the Peer Group |
|---|---|---|
| •Industry competitor•Fast-moving consumer goods companies and primarily focused on food and non-alcoholic beverages | •Campbell Soup Company•The Coca-Cola Company•Colgate-Palmolive Company•Danone•General Mills Inc.•The Hershey Company•The Kraft Heinz Company•Nestlé S.A.•PepsiCo, Inc.•The Procter & Gamble Company•Unilever PLC | •Compare annualized TSR to assess our relative TSR performance for PSUs |
(1)Companies indicated inbold are represented in both the Compensation Survey and Performance Peer Groups.
DECISION-MAKING PROCESS
Role of the PCC
The approach used to determine both CEO and NEO compensation is the same approach used in determining
compensation for the broader employee population, including pay competitiveness and the use of performance-based
metrics that reward exceptional financial performance. When determining CEO and NEO pay, the PCC also considers
other factors that it regularly reviews, including shareholder feedback, the advisory vote on compensation, global pay
fairness, performance, and progress against the SPIs. The PCC understands that CEO pay should be reasonable
relative to overall employee pay and is mindful of the pay grades and salary ranges of our employees when making
compensation decisions.
The PCC reviews and discusses the CEO’s self-evaluation of his performance with the Board and makes preliminary
recommendations about base salary and LTI compensation based on a consideration of all the factors mentioned
above. The PCC then discusses the compensation recommendations with the Board before approving the final
compensation decisions. The CEO is not present during PCC voting or deliberations regarding his own compensation.
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.
2026 PROXY STATEMENT | 81
COMPENSATION DISCUSSION AND ANALYSIS (CD&A)Compensation Determination Process
During 2025, Semler Brossy provided the PCC advice and services, including:
regularly participating in PCC meetings, including executive sessions that exclude management;
consulting with the PCC Chair and being available to consult with other committee members between meetings;
advising on the composition of the Compensation Survey Peer Group and the Performance Peer Group;
providing competitive peer group compensation data for executive positions and evaluating how the compensation we
pay the NEOs relates both to the Company’s performance and to how peers compensate their executives;
analyzing best practices and providing advice about design of the annual and LTI plans, including selecting
performance metrics and ranges;
updating the PCC on executive compensation trends, issues, and regulatory developments;
advising on our proxy statement and CD&A and supporting our efforts in shareholder outreach on the compensation
program; and
benchmarking, assessing, and recommending non-employee director compensation.
For the year ended December 31,2025, 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 2025, 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.
Role of the Chief Executive Officer
Each year the CEO makes compensation recommendations to the PCC for base salary, annual incentive, and LTI
compensation for the NEOs other than himself, taking into account pay competitiveness and both individual and
company performance. The PCC reviews and discusses these recommendations with the CEO, but the PCC retains full
discretion over the compensation of these employees. The PCC considers individual performance in the compensation
recommendations made by the CEO. Based on each NEO’s contributions in specific areas, such as achievement of key
strategic initiatives, operational efficiency, enterprise leadership, quality of financial results, leadership in a time of crisis,
and talent management, the CEO also provides the PCC with individual performance assessments and rating
recommendations. The PCC considers the CEO’s analysis and direct knowledge of each NEO’s performance and
contributions when determining the NEOs’ individual performance ratings and making final compensation decisions.
The CEO does not make recommendations or participate in deliberations regarding his own compensation.
82 | 2026 PROXY STATEMENT
COMPENSATION DISCUSSION AND ANALYSIS (CD&A)Compensation Governance
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.