Mondelez International, Inc.
For the period ended May 20, 2026. Filed Apr 3, 2026.
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May 20, 2026 · Filed Apr 3, 2026
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
| l | Base Salary |
|---|---|
| l | Annual Incentives |
| l | Stock Options |
| l | PSUs |
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.
| Name | 2024 Base Salary | 2025 Base Salary | % Increase |
|---|---|---|---|
| Mr. Van de Put(1) | $1,550,000 | $1,650,000 | 6.5% |
| Mr. Zaramella(1) | $1,100,000 | $1,200,100 | 9.1% |
| Mr. Kuhn(2) | New Hire | CHF 879,000 | N/A |
| Mr. Valle | $815,000 | $850,000 | 4.3% |
| Mr. Renaud | $745,000 | $785,000 | 5.4% |
(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.
| Name | Target Opportunity as a % of Salary |
|---|---|
| Mr. Van de Put | 200% |
| Mr. Zaramella | 130% |
| Mr. Kuhn | 120% |
| Mr. Valle | 120% |
| Mr. Renaud | 100% |
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 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 whether 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 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.
2026 PROXY STATEMENT | 71
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 Percentage | 0% | 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 Rating | 101% | ||||||
| +/- Market Share Overlay(4) | (10)pp | ||||||
| Market Share Payout Range(4)(Gain/loss in our core categories) | |||||||
| (30)pp | 0pp | +30pp | |||||
| Final Corporate Rating | 91% | ||||||
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).
72 | 2026 PROXY STATEMENT
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) | Weighting | Europe (Kuhn) | North America (Valle) |
| Organic Volume Growth | 15% | 101% | 45% |
| Organic Net Revenue Growth | 15% | 90% | 29% |
| Adjusted Gross Profit Growth | 35% | 94% | 11% |
| Adjusted Operating Income Growth | 15% | 90% | 10% |
| Free Cash Flow | 20% | 41% | — |
| Market Share Overlay | -/+30pp | 4pp | (25)pp |
| Region Performance Rating | 87% | — | |
| Final Blended Rating | 88% | 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. category | 25% | •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. peers | 25% | •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. peers | 25% | •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 chain | 25% | •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 Rating | 125% | |
(1)Arrow up = above expected progress; sideways arrow = at expected progress; arrow down = limited progress.
2026 PROXY STATEMENT | 73
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 | |
|---|---|
| Corporate | 125% |
| Europe | 85% |
| North America | 100% |
2025 AIP Payouts
After determining the financial payout percentages and SPI ratings, the PCC approved the following AIP cash payments
for the NEOs:
| Name | Target Incentive | FinancialPerformanceRating | Strategic SPI Rating | Total Incentive Payment | Total Incentive Payment as % of Target |
|---|---|---|---|---|---|
| Mr. Van de Put | $3,300,000 | 91% | 125% | $3,234,000 | 98% |
| Mr. Zaramella | $1,560,130 | 91% | 125% | $1,528,927 | 98% |
| Mr. Kuhn(1) | CHF 1,040,351 | 88% | 85% | CHF 905,105 | 87% |
| Mr. Valle | $1,020,000 | 18% | 100% | $357,000 | 35% |
| Mr. Renaud | $785,000 | 91% | 125% | $769,300 | 98% |
(1)Mr. Kuhn’s target incentive for 2025 was prorated based on his start date.
LTI PROGRAM
We design our LTI program to incentivize our NEOs to focus on critical performance objectives that we believe will
translate into sustainable shareholder returns over the long term. Grants made under our 2025 LTI program were
entirely in equity using the same mix used in 2024: 75% PSUs and 25% stock options.
| Vehicle | Weight | Structure | Purpose | 2025 PerformanceMeasures(1) |
|---|---|---|---|---|
| PSUs | 75% | •Number of shares earned may range from 0% to 200% of the target number of PSUs granted based on the final business performance rating for the 3-year performance cycle•Subject to the Relative TSR Modifier based on relative TSR over the performance period•Payouts are capped at 200% of target (inclusive of the Relative TSR Modifier)•3-year cliff vesting | •Aligns long-term interests•Pay for performance•Retention•Stock ownership | •Organic Net Revenue Growth (50%)•Adjusted EPS Growth (50%)•Annualized Relative TSR Modifier (+/-25pp) |
| Stock Options | 25% | •3-year ratable vesting•10-year term | •Aligns long-term interests by linking value entirely to stock price appreciation•Retention•Stock ownership | Stock Price |
(1)See definitions of PSU performance measures in Annex A.
74 | 2026 PROXY STATEMENT
COMPENSATION DISCUSSION AND ANALYSIS (CD&A)Compensation Program
2025 LTI Grants
The table below shows the 2025 annual equity grants to our NEOs. In determining each grant, the PCC considered
each executive’s level of responsibility, individual and company performance, external market positioning, and
recommendations from the CEO, other than for his own grants.
| Annual Equity Grants(1) | ||||
|---|---|---|---|---|
| PSUs · Stock Options | ||||
| Name | #$(2) | #$(2) | ||
| Mr. Van de Put | 209,100 | 13,162,500 | 348,500 | 4,387,500 |
| Mr. Zaramella | 74,350 | 4,680,000 | 123,910 | 1,560,000 |
| Mr. Kuhn | 54,210 | 3,412,500 | 90,350 | 1,137,500 |
| Mr. Valle(3) | 49,210 | 3,097,500 | 82,010 | 1,032,500 |
| Mr. Renaud | 32,770 | 2,062,500 | 54,610 | 687,500 |
(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.
2026 PROXY STATEMENT | 75
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) | Impact | Alignment with Strategy |
|---|---|---|
| Organic Net Revenue Growth(2) | 50% Weighting | Incentivize growth over the long term; also a key objective of our growth-oriented strategy |
| Adjusted EPS Growth | 50% Weighting | Overall measure of performance and primary driver of shareholder value creation and return on capital |
| Annualized Relative TSR | +/-25pp Modifier | Link 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 Threshold | Threshold | Target | Max |
|---|---|---|---|---|
| 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 Group | Award Modifier(1) |
|---|---|
| ≥75th | 25pp |
| 60th – <75th | 12.5pp |
| 40th – <60th | No 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) | Threshold | Target | Max |
|---|---|---|---|
| 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) | Weighting | Threshold | Target | Max | Actual | PayoutPercentage |
| 3-Year Organic Net Revenue Growth | 25% | 3.7% | 5.0% | 6.3% | 7.8% | 200% |
| 3-Year Adjusted EPS Growth | 25% | 5.4% | 7.0% | 9.5% | 5.8% | 63% |
| 3-Year Annualized Relative TSR(2) | 50% | 25th percentile | 55th percentile | 90th percentile | 39th percentile | 73% |
| Final Business Performance Rating | 102% | |||||
(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:
| Name | Shares Earned |
|---|---|
| Mr. Van de Put | 158,019 |
| Mr. Zaramella | 58,528 |
| Mr. Kuhn | New Hire |
| Mr. Valle | 26,928 |
| Mr. Renaud | 23,409 |
2026 PROXY STATEMENT | 77
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.
78 | 2026 PROXY STATEMENT
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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