Brian J. McNamara
Director at MDLZ
Board
About Brian J. McNamara
Independent director at Mondelēz International (MDLZ) since February 2024; age 58. McNamara is CEO of Haleon plc and brings 36 years of global consumer products leadership with brand building, marketing, and operating experience across GSK Consumer Healthcare, Novartis, and Procter & Gamble. He serves on MDLZ’s Governance, Membership & Sustainability Committee and the People & Compensation Committee and has been determined independent by the Board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Haleon (formerly GSK Consumer Healthcare) | CEO Designate, Haleon | Jul 2021 – May 2022 | Led separation preparations and stand-up of Haleon as a consumer health company |
| GSK Consumer Healthcare | Chief Executive Officer | Oct 2016 – May 2021 | Drove profitable growth and brand innovation in consumer health |
| GSK Consumer Healthcare | Head of Europe & Americas | Mar 2015 – Sep 2016 | Regional P&L leadership across developed markets |
| Novartis AG | Various leadership roles | Prior to 2015 | Consumer health leadership experience |
| Procter & Gamble | Various leadership roles | Prior to 2015 | 28 years in marketing and leadership; global brand building |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Haleon plc | Chief Executive Officer | May 2022 – Present | Public company CEO; global consumer health |
| Haleon plc | Director | Current | Public company board service |
Board Governance
- Committee assignments: Governance, Membership & Sustainability Committee; People & Compensation Committee (not a chair). People & Compensation Chair: Michael A. Todman; Governance incoming Chair: Patrick T. Siewert.
- Independence: Board determined McNamara is independent; only the CEO (Van de Put) is non-independent.
- Attendance: Board held 8 meetings in 2024; each director attended at least 85% of combined Board and relevant committee meetings; committee meeting counts in 2024: Audit 9, Finance 3, Governance 6, PCC 7.
- Lead Independent Director role: robust authority including agenda input, executive sessions, shareholder engagement; MDLZ conducted outreach to holders of ~52% of shares and engaged with ~25%; Lead Director met holders of ~13%.
Fixed Compensation (Non‑Employee Director)
| Element | Amount/Policy | Notes |
|---|---|---|
| Annual Cash Retainer | $115,000 | Paid quarterly; no meeting fees. |
| Committee Chair Retainers | Audit $35,000; PCC $25,000; Governance $20,000; Finance $20,000 | Additional to cash retainer; not applicable to McNamara in 2024. |
| Lead Director Retainer | $50,000 | Additional to cash retainer (Lead Director only). |
| Plan Limits | $750,000 annual cap for non‑employee director cash+equity; $1,000,000 in first year or when designated Chair/Lead Director | Under 2024 Performance Incentive Plan. |
| Charitable Match | Up to $15,000 per year via MDLZ Foundation | Eligible for non‑employee directors. |
| McNamara – 2024 Cash Fees | Amount |
|---|---|
| Fees earned or paid in cash (prorated) | $104,382 |
Performance Compensation (Director Equity)
| Equity Vehicle | 2024 Grants to McNamara | Valuation/Terms | Performance Conditions |
|---|---|---|---|
| Deferred Stock Units (DSUs) | 3,677 units granted in 2024 (828 prorated on joining; 2,849 at annual grant) | Grant date fair value $263,432; DSUs vest immediately but settle in shares 6 months post‑Board service; dividend equivalents accrue and are delivered at settlement. | None (director DSUs are not performance‑conditioned). |
| Standard Annual Equity Retainer (All Directors) | Policy |
|---|---|
| Annual DSU value | $200,000 (immediately vested; deferred settlement). |
Other Directorships & Interlocks
| Company | Role | Interlock/Notes |
|---|---|---|
| Haleon plc | CEO and Director | MDLZ PCC confirms no compensation committee interlocks among its members; PCC members are independent and not executives of entities where MDLZ executives serve on boards/comp committees. |
- Overboarding policy context: MDLZ guidelines state directors generally should serve on no more than three other public boards (total four including MDLZ), and a director who is CEO of another public company should serve on no more than two other public boards (total three including MDLZ). McNamara’s current external commitments appear within these limits.
Expertise & Qualifications
- 36 years in global consumer products; proven record in brand building and marketing across P&G, Novartis, and GSK Consumer Healthcare; global perspective having lived/worked in Europe and the Americas.
- Brings executive leadership and operations management aligned with MDLZ’s portfolio and consumer‑centric strategy.
Equity Ownership
| Holder | Beneficially Owned Shares | DSUs/Underlying Units | Total Interests | % of Class | Pledged? |
|---|---|---|---|---|---|
| Brian J. McNamara | 0 | 3,762 | 3,762 | <1% | None pledged for named individuals per table note. |
- Director stock ownership guidelines: 5× annual Board cash retainer to be met within 5 years; DSUs count toward the guideline; shares from DSUs are delivered 6 months after board service ends.
- Anti‑hedging: MDLZ prohibits directors from hedging or short‑selling Company securities.
Governance Assessment
Strengths
- Relevant operator in global consumer brands, adding practical oversight value to Governance and People & Compensation (human capital, succession, pay) committees.
- Clear independence and alignment mechanisms: immediate‑vest DSUs with deferred settlement, ownership guidelines, anti‑hedging policy, and no pledging disclosed.
- Board engagement and oversight: robust Lead Director role; regular executive sessions; active shareholder outreach; comprehensive risk and strategy oversight at Board/committee level.
Potential risk indicators to monitor
- External CEO role (Haleon) increases time demands; MDLZ’s policy caps outside boards for sitting public‑company CEOs (limit appears respected). Ongoing monitoring of time commitments and meeting attendance remains prudent.
- Related‑party/transaction exposure: none disclosed specific to McNamara; MDLZ maintains a formal related‑person transaction policy overseen by the Governance Committee.
Company‑level context (useful for governance sentiment)
- Shareholder engagement post‑2024 AGM reached out to ~52% of outstanding shares; engaged with ~25%; Lead Director met ~13%.
- Non‑employee director compensation modestly increased (cash +$5k; equity +$10k; lead director +$20k; audit chair +$10k) to remain market‑competitive.
Director Compensation (Detail)
| 2024 Non‑Employee Director Compensation – McNamara | Cash ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| Reported amounts | 104,382 | 263,432 | — | 367,814 |
| 2024 Non‑Employee Director Equity Awards – McNamara | Units Granted (#) | Grant Date Fair Value ($) | Outstanding Stock Awards (#) |
|---|---|---|---|
| DSUs | 3,677 | 263,432 | 3,731 |
Notes: DSUs vest immediately; settlement in shares 6 months after Board service ends; dividend equivalents accrue and are delivered at settlement.
Related Policies and Controls
- Clawback oversight: PCC reviews and approves clawback policies (restatements or significant misconduct), reinforcing accountability (policy scope primarily targets executives).
- Insider trading compliance: Insider Trading Policy governs directors; Code of Business Conduct and Ethics for Non‑Employee Directors applies; annual acknowledgment required.
RED FLAGS
- None identified specific to McNamara in MDLZ disclosures (no related‑party transactions, no pledging, independent status, committee interlock check). Continue to monitor overboarding/time‑commitment risk given external CEO role.