Cees 't Hart
About Cees ’t Hart
Cees ’t Hart (age 66) is an independent director of Mondelēz International, serving since July 2023. He is the former CEO of Carlsberg Group (2015–Aug 2023) and previously CEO of Royal FrieslandCampina (from 2008), after a 25‑year career at Unilever across Europe and Asia, culminating as a member of Unilever’s Europe Executive Board. At MDLZ, he is a member of the Audit Committee (designated an Audit Committee Financial Expert) and the incoming Chair of the Finance Committee, bringing deep global operating, cost management, and strategic planning expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Carlsberg Group | Chief Executive Officer | 2015–Aug 2023 | Led program restoring sales/profitability in core markets; drove strategy in China |
| Royal FrieslandCampina | Chief Executive Officer | 2008–2015 (prior to Carlsberg) | Led Dutch dairy multinational |
| Unilever | Various senior roles; Europe Executive Board member | ~1983–2008 (25 years) | Leadership across Eastern/Western Europe and Asia |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Randstad | Supervisory Board Member | Current | Public company board; global governance experience |
| KLM | Supervisory Board Member | Former | Prior airline board role |
| Air France‑KLM (AFKLM) | Board Member | Former | Prior airline group board role |
Board Governance
- Independence: The Board determined Mr. ’t Hart is independent under Nasdaq standards .
- Committees: Audit Committee member; designated Audit Committee Financial Expert; incoming Chair of the Finance Committee .
- Attendance: The Board held 8 meetings in 2024; each director attended at least 85% of combined Board and committee meetings; all directors up for election attended the 2024 AGM .
- Executive sessions: Independent directors meet in executive session at each in‑person Board meeting, chaired by the Lead Independent Director .
- Other board service limits: Directors capped at three other public boards (two if they are a public‑company CEO) to ensure capacity; all directors comply .
| Committee | 2024 Meetings | ’t Hart Role | Notes |
|---|---|---|---|
| Audit | 9 | Member; Audit Committee Financial Expert | Oversight of financial reporting, ERM, cybersecurity, ESG disclosures |
| Finance | 3 | Incoming Chair | Reviews capital structure, M&A, dividends, large transactions |
Fixed Compensation (Non‑Employee Director – 2024)
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $113,750 | 2024 director cash compensation for ’t Hart |
| Annual Equity Grant (DSUs) – Grant Date Fair Value | $200,057 | 2,849 DSUs; vested, settlement 6 months post‑service |
| All Other Compensation | $0 | Matching gift program available up to $15,000; none taken by ’t Hart in 2024 |
| Total | $313,807 | Sum of cash and equity grant value |
Program structure and pay mix (policy-level):
- Annual cash retainer: $115,000; annual equity retainer: $200,000; Chair retainers: Audit $35,000, PCC $25,000, Governance $20,000, Finance $20,000; Lead Director retainer $50,000 .
- Plan limits: Non‑employee director total annual comp capped at $750,000 ($1,000,000 in first year or when designated Chair/Lead Director) .
- Deferrals: Directors may defer 25–100% of cash retainers into notional accounts tracking Thrift Plan options .
Performance Compensation
Non‑employee directors do not receive performance‑based pay; equity is delivered as vested deferred stock units (DSUs) with settlement six months after service ends. No PSUs/options, no performance metrics or vesting schedules apply to director equity .
| Performance Metric | Weight | Definition/Notes |
|---|---|---|
| N/A (Directors) | — | Director equity awards are DSUs; no performance conditions or options for directors |
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlocks/Conflicts Noted |
|---|---|---|---|
| Randstad | Public | Supervisory Board Member | None disclosed with MDLZ customers/suppliers; Governance Committee reviews related‑person transactions . |
| KLM; Air France‑KLM | Public (prior) | Former board roles | Historical only; no related‑person transactions disclosed . |
Expertise & Qualifications
- Executive leadership and operating experience across consumer, dairy, and beverages; strategic planning and cost management expertise .
- Global experience across Europe and Asia; architect of Carlsberg’s turnaround and China expansion .
- Financial expertise: designated Audit Committee Financial Expert at MDLZ .
Equity Ownership
| Holder | Beneficially Owned Shares | DSUs/Underlying Units | Total Shares/Interests | % of Class | Pledged? |
|---|---|---|---|---|---|
| Cees ’t Hart | 0 | 5,366 | 5,366 | <1% | None of directors’ shares are pledged |
Additional equity details for 2024:
- DSUs granted in 2024: 2,849; grant date fair value $200,057; outstanding stock awards as of 12/31/2024: 5,322 (incl. accrued dividends) .
- Director stock ownership guideline: 5× annual cash retainer within 5 years; DSUs count toward ownership; settlement 6 months post‑service .
Governance Assessment
- Alignment: Independent status; Audit Financial Expert; incoming Finance Chair strengthens capital allocation oversight—constructive for investor confidence .
- Engagement and capacity: Board/committee attendance ≥85% in 2024; board limits on outside commitments reduce overboarding risk .
- Pay structure: Standardized cash retainer plus DSUs; no performance‑based director equity (limits risk of misaligned incentives); clear plan limits and ownership guidelines .
- Conflicts/Related‑party: Governance Committee reviews related‑person transactions; 2024 disclosure lists only BlackRock plan‑related fees; no director‑specific related‑party transactions involving ’t Hart disclosed .
- Risk indicators: Anti‑hedging policy applies to directors; no pledging; Section 16 compliance discussed in proxy; strong say‑on‑pay support (94% in 2024) indicates broad shareholder confidence in compensation governance .
RED FLAGS: None disclosed specific to Cees ’t Hart (no pledging, no related‑party transactions, attendance above minimum threshold, not on PCC). Ongoing monitoring warranted for potential interlocks if future roles overlap with MDLZ counterparties; Governance framework and RPT policy mitigate this risk .