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Mondelez International, Inc.

For the period ended May 20, 2026. Filed Apr 3, 2026.

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About 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

MDLZ$66.02-1.2%Stored close · as of Nov 6, 2026
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Contents

Compensation Program

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 2025 total target compensation mix for our CEO and the average for our other NEOs. This

compensation mix includes base pay, target annual incentive and LTI grants. Most of the compensation for both the

CEO and the other NEOs is variable and at risk.

CEO

93% Pay at Risk

Other NEOs

85% Pay at Risk

lBase Salary
lAnnual Incentives
lStock Options
lPSUs

68 | 2026 PROXY STATEMENT

COMPENSATION DISCUSSION AND ANALYSIS (CD&A)Compensation Program

BASE SALARY

Base salary is the primary element of fixed compensation. In determining the base salary that each NEO receives, we

look at the executive’s current compensation, tenure, individual performance, any change in the executive’s position or

responsibilities, and the complexity and scope of the executive’s position as compared to those of other executives

within the Company and in similar positions at companies in our Compensation Survey Peer Group. The PCC reviews

NEO salaries annually. If awarded, salary increases are generally effective April 1. If there is a notable change in an

NEO’s role and responsibilities during the year, the PCC considers whether an off-cycle increase is warranted. No NEO

received an off-cycle increase in 2025.

2025 Base Salary

Other than Mr. Kuhn (whose base salary was set in connection with his initial hire in January 2025), each of the NEOs

received a base salary increase in 2025 to reflect their performance and contributions in their current roles and to

position them competitively relative to external peers. Base salaries for the NEOs and increases (where applicable) are

shown in the table below.

Name2024 Base Salary2025 Base Salary% Increase
Mr. Van de Put(1)$1,550,000$1,650,0006.5%
Mr. Zaramella(1)$1,100,000$1,200,1009.1%
Mr. Kuhn(2)New HireCHF 879,000N/A
Mr. Valle$815,000$850,0004.3%
Mr. Renaud$745,000$785,0005.4%

(1)Prior to the increase in 2025, the CEO had not received an increase since 2022. In determining the increases to our CEO and CFO, the PCC considered the

factors described above, as well as their continued strong performance over the long term, year-over-year increases in compensation levels in our

Compensation Survey Peer Group and the need to maintain competitive positioning for seasoned industry leaders.

(2)Mr. Kuhn’s start date was January 6,2025.

2026 PROXY STATEMENT | 69

COMPENSATION DISCUSSION AND ANALYSIS (CD&A)Compensation Program

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.

AIP Award Calculation/Payout

The graphic below illustrates the key components, performance goals, and calculation of the 2025 AIP for the NEOs.

2025 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 79) to align our

executive pay packages with similar positions and to reflect individual performance. Mr. Zaramella and Mr. Valle

received increases in their target opportunities to position their pay competitively with peers in our Compensation

Survey Peer Group relative to their tenure and experience.

NameTarget Opportunity as a % of Salary
Mr. Van de Put200%
Mr. Zaramella130%
Mr. Kuhn120%
Mr. Valle120%
Mr. Renaud100%

70 | 2026 PROXY STATEMENT

COMPENSATION DISCUSSION AND ANALYSIS (CD&A)Compensation Program

Financial Performance Rating (80% of AIP)

Metrics and Alignment with Strategy

The financial performance rating for Mr. Van de Put, Mr. Zaramella, and Mr. Renaud was based on global company

performance; the financial performance ratings for Mr. Kuhn and Mr. Valle were based on a combination of their

respective region and global company performance. In selecting financial performance metrics, the PCC seeks to

incentivize actions that drive execution consistent with our strategy. The PCC determined that each of the selected

metrics incentivizes a key component ofour long-term growth and resilience strategy and that executives have the

ability to influence our performance on each measure. Performance ratings against each measure can range from

0% to 200%, with the exception of the Market Share Overlay.

Performance Measures(1)Alignment with Strategy
Organic Volume GrowthIncentivizes balanced, high-quality, top-line growth and improved margin leverage through higher capacity utilization
Organic Net Revenue GrowthFocuses on high-quality revenue growth through market share, volume gains and price-mix optimization
Adjusted Gross Profit GrowthMeasures 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 GrowthDemonstrates whether our business is operating successfully by capturing all operating costs
Free Cash FlowKey metric that influences our ability to invest for future growth, drive operational excellence and return cash to shareholders
Market Share OverlayIncentivizes market share growth in our core snacks categories (chocolate, biscuits, cakes and pastries, and snack bars)

(1)Market share overlay is based on global market share gain or loss in chocolate, biscuits, and snack bars, and net revenue growth for cakes and pastries. See

definitions of other performance measures in Annex A.

Target-Setting Process

The Board recognizes the importance of establishing rigorous but realistic targets that continue to motivate and retain

executives and approves annual operating targets after a thorough review and discussion. The targets set by the Board

require achieving a high degree of business performance for the expected operating environment. These targets are

used by the PCC as the basis of the AIP. Targets were approved in the first quarter of 2025.

In setting targets for the 2025 AIP, the PCC held robust discussions evaluating the challenging macroeconomic

environment; continued inflation in prices of cocoa, our largest commodity impacting the cost of goods sold, which

reached 50-year highs; the importance of maintaining chocolate category health when setting prices in key

geographies; ongoing consumer price sensitivity in the U.S.; and volume softness in certain markets and brands.

Accordingly, targets were calibrated to reinforce disciplined execution and resilience amid acute input cost and demand

pressures that were higher than in recent years. For that reason, performance targets, while rigorous, may reflect levels

below the prior years’ performance. Consistent with the PCC’s philosophy of pay for performance, all targets were set

at levels that would be challenging and not certain to be met, as demonstrated by below-target level payouts for the

2024 and 2025 performance years.

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COMPENSATION DISCUSSION AND ANALYSIS (CD&A)Compensation Program

2025 Targets and Corporate Financial Rating

To determine awards for Mr. Van de Put, Mr. Zaramella, and Mr. Renaud, the PCC first evaluated the 2025 company

results against the 2025 company performance goals listed below (with interpolation for performance between the

performance levels). Overall, we achieved a company performance rating of 91% under the 2025 AIP.

Performance Measures(1) · Threshold(2) · Below Target · Target(3) · Maximum · Actual Payout Percentage
Payout Percentage0%50%100%200%
Organic Volume Growth(Weighted 15%)88%
(6.9)%(5.4)%(1.6)%0.9%
Organic NetRevenue Growth(Weighted 15%)77%
1.8%3.3%7.0%9.5%
Adjusted GrossProfit Growth(Weighted 35%)86%
(17.5)%(15.0)%(8.7)%0.0%
Adjusted OperatingIncome Growth(Weighted 15%)95%
(24.8)%(21.8)%(14.3)%0.0%
Free Cash Flow(Weighted 20%)157%
$1,966$2,456$2,946$3,523
Preliminary Corporate Financial Rating101%
+/- Market Share Overlay(4)(10)pp
Market Share Payout Range(4)(Gain/loss in our core categories)
(30)pp0pp+30pp
Final Corporate Rating91%

Actual (2.9)%

Actual 4.3%

Actual (11.4)%

Actual (15.5)%

Actual $3,235

(10)pp

(2)Beginning in 2025, threshold performance results in a 0% payout. This change results in payouts that more closely correspond to actual performance levels.

(3)See “Target-Setting Process” above for additional details. Targets approved in the first quarter of 2025 excluded the incremental impact of cocoa prices and

tariffs to the extent that they exceeded specific pre-established guardrails set by the PCC due to macroeconomic conditions outside the Company’s control.

(4)Reflects a decrease in global market share in our core snacks categories (chocolate, biscuits, cakes and pastries, and snack bars).

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COMPENSATION DISCUSSION AND ANALYSIS (CD&A)Compensation Program

2025 Europe and North America Financial Ratings

To determine awards for Mr. Kuhn and Mr. Valle, the PCC evaluated the weighted average of the performance of the

business units in each of their respective regions against the performance targets and determined final region

performance ratings. These ratings, together with the global corporate performance rating above, were used to create

blended performance ratings (weighted as 80% region and 20% corporate), as shown below.

Performance Rating(1)
Performance Measures(1)WeightingEurope (Kuhn)North America (Valle)
Organic Volume Growth15%101%45%
Organic Net Revenue Growth15%90%29%
Adjusted Gross Profit Growth35%94%11%
Adjusted Operating Income Growth15%90%10%
Free Cash Flow20%41%—
Market Share Overlay-/+30pp4pp(25)pp
Region Performance Rating87%—
Final Blended Rating88%18%

Strategic Progress Indicator Goals (20% of AIP)

We have four equally weighted long-term SPI goals: growth, execution, culture, and sustainability. We assess our

leadership team annually on progress made against these SPI goals to support achieving our long-term strategic

objectives. Achievement on each SPI can range from 0% to 200% of target. This approach aligns the leadership team

in delivering the right strategic outcomes for the Company. Similar to prior years, the PCC reviews all the results and

approves the Company’s SPI rating. Following the end of the year, the PCC determines a payout percentage based on

its qualitative and quantitative assessment of the Company’s global performance against the annual SPI goals.

Each member of the corporate leadership team is measured on the same SPI goals and receives the same SPI rating,

while region leaders receive a rating specific to the actual performance of the business units in their respective regions.

SPI Goals · Weight · Assessment(1) · Annual Progress
Growth:Increase % of net revenue driven by top innovation projects and drive price realization vs. category25%•Innovation: Net revenue progress driven by increased focus on ~100 top innovations•Revenue Growth Management: Strong price realization driven by price/mix growth, especially in our chocolate and biscuits categories
Execution:Achieve top ranking in customer partner of choice survey vs. peers25%•Customer Partner of Choice: Increased satisfaction score in more than half of our markets, but missed our expectations on annual progress towards our long-term objective
Culture:Achieve top score in employee engagement survey vs. peers25%•Employee Engagement: Exceeded expectations by increasing our ranking in the top quartile relative to benchmark companies, as well as increasing year-over-year employee participation and engagement scores
Sustainability:Reduce our end-to-end carbon footprint from our full value chain25%•Climate: Strong progress towards our long-term goal, with more sustainably sourced cocoa continuing to be our largest carbon reduction initiative, expanding renewable electricity, and expanding dairy decarbonization programs
SPI Rating125%

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

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COMPENSATION DISCUSSION AND ANALYSIS (CD&A)Compensation Program

Region SPI Ratings

The region SPI ratings are a net revenue weighted average of the final SPI rating for each business unit in the region.

After reviewing annual progress toward each of the long-term SPI goals for the business units in the region, the PCC

determined that the appropriate NEO payout ratings for the regions are below:

Final SPI Rating
Corporate125%
Europe85%
North America100%

2025 AIP Payouts

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

for the NEOs:

NameTarget IncentiveFinancialPerformanceRatingStrategic SPI RatingTotal Incentive PaymentTotal Incentive Payment as % of Target
Mr. Van de Put$3,300,00091%125%$3,234,00098%
Mr. Zaramella$1,560,13091%125%$1,528,92798%
Mr. Kuhn(1)CHF 1,040,35188%85%CHF 905,10587%
Mr. Valle$1,020,00018%100%$357,00035%
Mr. Renaud$785,00091%125%$769,30098%

(1)Mr. Kuhn’s target incentive for 2025 was prorated based on his start date.

LTI PROGRAM

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 2025 LTI program were

entirely in equity using the same mix used in 2024: 75% PSUs and 25% stock options.

VehicleWeightStructurePurpose2025 PerformanceMeasures(1)
PSUs75%•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•Subject to the Relative TSR Modifier based on relative TSR over the performance period•Payouts are capped at 200% of target (inclusive of the Relative TSR Modifier)•3-year cliff vesting•Aligns long-term interests•Pay for performance•Retention•Stock ownership•Organic Net Revenue Growth (50%)•Adjusted EPS Growth (50%)•Annualized Relative TSR Modifier (+/-25pp)
Stock Options25%•3-year ratable vesting•10-year term•Aligns long-term interests by linking value entirely to stock price appreciation•Retention•Stock ownershipStock Price

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

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COMPENSATION DISCUSSION AND ANALYSIS (CD&A)Compensation Program

2025 LTI Grants

The table below shows the 2025 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.

Annual Equity Grants(1)
PSUs · Stock Options
Name#$(2)#$(2)
Mr. Van de Put209,10013,162,500348,5004,387,500
Mr. Zaramella74,3504,680,000123,9101,560,000
Mr. Kuhn54,2103,412,50090,3501,137,500
Mr. Valle(3)49,2103,097,50082,0101,032,500
Mr. Renaud32,7702,062,50054,610687,500

(1)The grant date for the annual equity grants was March 17, 2025. 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 31,2027. The exercise price for all stock option grants equals$65.09, the closing price of our

Common Stock on the grant date. See the Equity Grant Timing section below for additional information regarding our equity grant practices.

(2)The dollar values above represent the nominal amounts approved by the PCC which were used to determine the number of PSUs and stock options granted.

For the grant date fair values determined under relevant accounting principles, see the Summary Compensation Table (“SCT”) and the Grants of Plan-Based

Awards (“GPBA”) table beginning on page 85.

(3)In determining Mr. Valle’s total target compensation, the PCC considered the factors described above, as well as asignificant year-over-year increase in

compensation levels for his peers in our Compensation Survey Peer Group and the need to maintain competitive positioning. The PCC delivered the majority

of the increase to his total target compensation in the form of LTI because it is the pay element most aligned with stockholder value over the long term.

Performance Share Units (75% of LTI)

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.

2025-2027 Metrics and Weighting

For the 2025-2027 PSUs, we retained the same three performance metrics as prior years. However, as discussed

earlier, we shifted relative TSR from a 50% weighting to a modifier, which may increase or decrease the number of

PSUs earned by up to 25pp. This change aligns with the prevalent market practice and emphasizes the two equally

weighted financial metrics (Organic Net Revenue Growth and Adjusted EPS Growth), which are vital in accomplishing

our long-term strategy, while continuing to include relative TSR. Relative TSR remains an important metric for

measuring relative outperformance and incentivizing shareholder value creation. The Relative TSR Modifier will not

have a positive impact on the number of earned PSUs unless our relative TSR meets or exceeds the 60 th percentile.

Further, the Relative TSR Modifier cannot result in a PSU payout greater than 200% of target.

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COMPENSATION DISCUSSION AND ANALYSIS (CD&A)Compensation Program

The table below describes the performance measures for the 2025-2027 PSUs and outlines how they align with our

strategy. In selecting the metrics, the PCC seeks to incentivize behavior consistent with achieving our long-term

objectives and to align the interests of our executives with the interests of our shareholders.

Metrics(1)ImpactAlignment with Strategy
Organic Net Revenue Growth(2)50% WeightingIncentivize growth over the long term; also a key objective of our growth-oriented strategy
Adjusted EPS Growth50% WeightingOverall measure of performance and primary driver of shareholder value creation and return on capital
Annualized Relative TSR+/-25pp ModifierLink awards to shareholder value creation and performance versus peers; relative TSR at or above the 60th percentile is required to have a positive impact on payouts

(2)Organic Net Revenue Growth is a metric for cash awards under our AIP and for share grants related to our PSUs. This metric is a fundamental driver of

shareholder value, and we believe our executives should focus on it over both the short and long term. A one-year target (under the AIP) and a three-year

target (for the PSUs) for Organic Net Revenue Growth create different, yet complementary, incentives for our employees. Organic Net Revenue Growth is

also a key driver impacting our operational and financial performance and advancing our strategic plan.

At the end of the PSU performance cycle, the number of shares actually earned may range from 0% to 200% of the

target number of PSUs granted. The number of shares that may be earned against each weighted measure, as a

percentage of target, at threshold, target and maximum performance levels is as follows:

Metric Achievement:Below ThresholdThresholdTargetMax
Shares Earned (as a percentage of target):0%50%100%200%

The number of shares earned based on the weighted metrics will increase or decrease by up to 25pp based on our

annualized TSR relative to our Performance Peer Group, as follows:

Company’s Annualized TSR Relative to Performance Peer GroupAward Modifier(1)
≥75th25pp
60th – <75th12.5pp
40th – <60thNo Adjustment
25th – <40th(12.5)pp
<25th(25)pp

(1)The Relative TSR Modifier cannot result in a PSU payout greater than 200% of target.

2025-2027 Targets and Target-Setting Process

The PCC set our financial performance targets for Organic Net Revenue Growth and Adjusted EPS Growth after a

robust planning process based on projected annual average growth rates, external guidance, our long-term strategic

plan, macroeconomic conditions, cocoa and other commodity input costs, and the competitive environment over a

three-year period.

While we saw strong organic net revenue growth over the prior three years, we anticipated that the following factors

would create headwinds for the 2025-2027 period: the challenging macroeconomic environment; continued inflation in

prices of cocoa, our largest commodity impacting the cost of goods sold, which reached 50-year highs; the importance

of maintaining chocolate category health when setting prices in key geographies; ongoing consumer price sensitivity in

the U.S.; and volume softness in certain markets and brands. The PCC took these external factors into consideration

when setting targets for the 2025-2027 PSU grant.

Although we do not prospectively disclose specific financial performance targets, we do disclose them retrospectively,

along with results, at the end of each performance cycle (see “2023-2025 Performance Cycle Results and Shares

Earned” on page 76). 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.

76 | 2026 PROXY STATEMENT

COMPENSATION DISCUSSION AND ANALYSIS (CD&A)Compensation Program

Below is thedirectional guidance for the two weighted metrics in our 2025-2027 performance cycle. We provide

directional guidance to assist shareholders in determining if our prospective performance targets are rigorous when

evaluating our compensation programs. See the table above for the exact targets set for the Relative TSR Modifier.

Metrics(1)ThresholdTargetMax
3-Year Organic Net Revenue Growth(2)1.3pp below target≥3%1.3pp above target
3-Year Adjusted EPS Growth(2)3.5pp below target≥0%5.0pp above target

(2)Targets were set at a challenging level, based on anticipated headwinds for the 2025-2027 period as described above, and during a period of sustained

unprecedented cocoa price increases. For reference, actual 2025 Adjusted EPS Growth was(14.6)% in a challenging macroeconomic environment.

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.

2023-2025 Performance Cycle Results and Shares Earned

The following chart details:

the key financial measures, weightings, and performance standards the PCC set in early 2023;

our actual performance over the 2023-2025 performance cycle; and

the final business performance rating approved by the PCC at the conclusion of the 2023-2025 performance cycle.

The target set for Annualized Relative TSR is the 55 th percentile of the Performance Peer Group. The PCC set our

2023-2025 financial performance targets for Organic Net Revenue Growth and Adjusted EPS Growth after a robust

planning process based on projected annual average growth rates, external guidance, our long-term strategic plan,

macroeconomic conditions, and the competitive environment over a three-year period.

Based on the Company’s three-year results, we achieved an above-target performance rating of 102%. Actual results

for the 2023-2025 performance cycle included:

2023-2025 PerformanceCycle Results
Key Performance Measures(1)WeightingThresholdTargetMaxActualPayoutPercentage
3-Year Organic Net Revenue Growth25%3.7%5.0%6.3%7.8%200%
3-Year Adjusted EPS Growth25%5.4%7.0%9.5%5.8%63%
3-Year Annualized Relative TSR(2)50%25th percentile55th percentile90th percentile39th percentile73%
Final Business Performance Rating102%

(2)In determining our Annualized Relative TSR performance, we used our Performance Peer Group (see “Performance Peer Group” on page 80).

Based on target awards and the performance rating, the shares earned (before taxes) for each NEO for the 2023-2025

performance cycle were as follows:

NameShares Earned
Mr. Van de Put158,019
Mr. Zaramella58,528
Mr. KuhnNew Hire
Mr. Valle26,928
Mr. Renaud23,409

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COMPENSATION DISCUSSION AND ANALYSIS (CD&A)Compensation Program

Stock Options (25% of LTI)

Stock options vest ratably over three years and have a full term of 10 years. The PCC believes options are an

appropriate vehicle for long-term compensation because they are performance-based and emphasize growth.

OTHER COMPENSATION ACTIONS

In January 2025, Mr. Kuhn joined us as EVP and President, Europe. To replace compensation opportunities forfeited

upon leaving his prior employer, he received a$335,000 sign-on DSU award which vests annually over three years

(disclosed in the Grants of Plan-Based Awards table on page 87 and Outstanding Equity Awards at Fiscal Year-End

table beginning on page 88), and a sign-on cash bonus comprising CHF 220,000 paid in January 2025 and CHF

220,000 paid in January 2026 (the latter was subject to his continued employment through that date and repayment if

he terminates his employment with us before January 6, 2027).

In February 2026, Mr. Zaramella wasappointed as COO, in addition to his role as EVP and CFO. In addition to his CFO

responsibilities, as COO, he will have responsibility for the Company’s commercial operations in its four geographical

regions as well as the corporate sales, marketing, and supply chain functions. In connection with his appointment as

COO, the PCCapproved the following 2026 annual compensation opportunity for Mr. Zaramella: annual base salary of

$1,250,000; target annual incentive of 150% of annual base salary; and an annual long-term incentive opportunity with

a target value of $7,225,000.

OTHER COMPENSATION ELEMENTS

Deferred Compensation

In 2025, our U.S.-based NEOs were eligible to participate in the Mondelēz Global LLC Executive Deferred

Compensation Plan (“MEDCP”), a voluntary non-qualified deferred compensation plan. The MEDCP allows executives

to defer, on a pre-tax basis, up to 50% of their salary and up to 100% of their award under the AIP. Participants may

invest deferred amounts in one or more notional investment options.

The MEDCP is similar to plans provided to executives at many of the companies in our Compensation Survey Peer

Group. The PCC believes the MEDCP aids in recruitment and assists executives in managing their future cash flow.

Limited Perquisites

The PCC believes offering certain limited perquisites is important for executive retention and recruitment. Our

perquisites for NEOs, including car and financial planning allowances, are similar in scope and value to those offered

by companies in our Compensation Survey Peer Group.

In addition, 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. Other NEOs may use company aircraft for personal travel in certain limited

circumstances if approved by the CEO.

Our NEOs generally participate in the same retirement, health, and welfare plans broadly available to all salaried

employees in the location where they are based. The footnotes to the SCT list the perquisites we provided to our NEOs

in 2025. We generally do not provide our NEOs with tax gross-ups on executive-only perquisites, with only limited

exceptions in certain circumstances for de minimis amounts. Consistent with market practice, eligible employees may

receive tax equalization payments, relocation reimbursements, and expatriate benefits pursuant to our expatriate,

global mobility, relocation, and tax equalization policies because there is a business purpose to employees’ relocations.

Such policies 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; they are also

designed to avoid an undue tax burden on the employee due to business travel, relocation, or an

expatriate assignment.

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COMPENSATION DISCUSSION AND ANALYSIS (CD&A)Compensation Program

RETIREMENT AND SEPARATION BENEFITS

Our U.S.-based NEOs are eligible for broad-based U.S. employee benefit plans on the same terms as U.S. salaried

employees, including the Mondelēz Global LLC Thrift Plan (“Thrift Plan”).

We also provide an unfunded non-qualified plan, the Mondelēz Global LLC Supplemental Benefits Plan (“Supplemental

Plan”), for eligible U.S. employees. The Supplemental Plan provides benefits that are not provided under the Thrift

Plan because:

an employee’s compensation exceeds the tax-qualified plan compensation limit under Code Section 401(a)(17);

an employee elects to defer compensation under either the MEDCP or the Supplemental Plan; or

a participant’s Thrift Plan benefit exceeds the limits under Section 415 of the Code.

The PCC believes the Thrift Plan and the Supplemental Plan are integral pieces of our overall executive compensation

program because they promote the retention of our executive leadership team over the long term. The PCC believes

our NEOs should be able to defer the same percentage of their compensation and receive the same corresponding

notional employer contributions as all other employees, without regard to the Code’s compensation limit applicable to

tax-qualified plans or to whether the NEO has elected to defer compensation.

Mr. Kuhn participates in the Company’s retirement plan for Swiss employees on the same basis as other

Swiss employees who joined after 2011. He participates in the defined contribution portion of such retirement plan (but

such portion isactuarily accounted for as a defined benefit plan for accounting purposes).

CIC 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.

The provisions of the CIC Plan are described under “Potential Payments Upon Termination or Change in Control”

beginning on page 93.

Severance Plan

We provide severance benefits under the Mondelēz International, Inc. Severance Plan for Key Executives (the

“Severance Plan”). The provisions of the Severance Plan are described under “Potential Payments Upon Termination

or Change in Control” beginning on page 93.

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COMPENSATION DISCUSSION AND ANALYSIS (CD&A)Compensation Determination Process

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