Dirk Van de Put

About Dirk Van de Put

Dirk Van de Put is Chair and Chief Executive Officer of Mondelēz International, serving as CEO since November 2017 and Chair since April 2018; he is 64 years old and a director since 2017 . Under his leadership, MDLZ delivered top-tier TSR versus peers from 2019–2023 (highest in 4 of 5 years), though 2024 TSR lagged peers amid record cocoa inflation; 2024 results included reported net revenue growth of 1.2% (4.3% organic), adjusted EPS growth at constant currency of 13%, and ~$3.5B in free cash flow with ~$4.7B returned to shareholders via dividends and buybacks . The Board maintains a combined Chair/CEO structure with a strong, empowered Lead Independent Director to mitigate dual-role risks .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

• Annual Incentive Plan (AIP) structure (2024):

  • 80% financial metrics: Organic Volume Growth (15%), Organic Net Revenue Growth (15%), Adjusted Gross Profit Growth (35%), Adjusted Operating Income Growth (15%), Free Cash Flow (20); Market Share overlay ±30pp .
  • 20% Strategic Progress Indicators (SPIs): Snacks Leadership, Sustainability, Mindful Snacking, Colleagues .

• 2024 corporate performance and payout: | Metric (Weight) | Targeting/Purpose | 2024 Rating | |---|---|---| | Organic Volume Growth (15%) | Balanced growth and margin leverage | 60% | | Organic Net Revenue Growth (15%) | Revenue growth via share, volume, price/mix | 70% | | Adjusted Gross Profit Growth (35%) | Manage volume/mix/pricing/costs; fund investments | 89% | | Adjusted Operating Income Growth (15%) | Operating success across costs | 113% | | Free Cash Flow (20%) | Liquidity, working capital, return of cash | 105% | | Market Share Overlay (±30pp) | Share change weighting | −15 pp adjustment | | SPIs (20%) | Strategy & ESG progress | 105% rating | | Final Corporate Financial Rating | — | 74% (after overlay) | | CEO AIP Outcome | Target $3.1M | Paid $2.48M (80%) |

• Long-Term Incentive (LTI) design and 2024 grants:

  • Mix: 75% PSUs (3-year cliff), 25% stock options (3-year ratable vesting; 10-year term) .
  • PSU metrics/guardrails: 25% Organic Net Revenue Growth, 25% Adjusted EPS Growth, 50% annualized Relative TSR; TSR capped at target if absolute TSR negative; target requires ≥55th percentile TSR .
  • 2024 CEO grants (Feb 27, 2024): 172,300 PSUs ($12.6M nominal) and 287,160 options ($4.2M nominal) at $73.13 strike .

• Outstanding equity at FY2024: | Type | Grant(s) | Status at 12/31/2024 | |---|---|---| | Options (2017–2024) | Multiple 2017–2024 grants | Exercisable: 2017–2021 tranches; 2022–2024 partly unexercisable (e.g., 2024 options 287,160 unexercisable) | | PSUs (2023–2025) | 309,840 target | Outstanding; year-end value $18.51M | | PSUs (2024–2026) | 86,150 target (table “unearned shares”) | Outstanding; year-end value $5.15M |

• Prior-cycle PSU performance (2022–2024): Final business performance rating 127% (ONR 200%, Adjusted EPS 200%, Relative TSR 53%); CEO earned 176,810 shares .

Equity Ownership & Alignment

Employment Terms

Board Governance (Director Service and Dual-Role Implications)

• Board service history: Director since 2017; Chair since 2018; not independent as a company employee .
• Committees: All committees (Audit, Finance, Governance, People & Compensation) are fully independent and chaired by independent directors; CEO is not a member .
• Lead Independent Director structure: Robust lead role (agenda approval, executive sessions, shareholder outreach, alt-member of committees) to balance combined Chair/CEO; independent directors meet in executive session each in‑person meeting .
• Attendance: Board held 8 meetings in 2024; each director attended at least 85% of combined Board/committee meetings; all directors up for election in 2024 attended annual meeting .

Director Compensation (as a director)

• Company pays director fees only to non‑employee directors; CEO receives no additional board compensation .

Compensation Committee Analysis

• Committee chair and independence: People & Compensation Committee (PCC) chaired by independent director Michael A. Todman; all members are independent; no interlocks .
• Independent consultant: Semler Brossy advises PCC; determined independent with no conflicts in 2024; scope includes peer groups, plan design, shareholder engagement .
• Pay-for-performance design: ~92% of CEO target compensation is at risk; ~78% equity-based; relative TSR is 50% of PSUs and requires 55th percentile for target, capped at target if absolute TSR negative .

Say‑on‑Pay & Shareholder Feedback

• 2024 Say‑on‑Pay approval: ~94% support; company engaged holders representing ~52% of shares; Lead Director met with holders representing ~13% .
• 2025 recommendation: Board recommends FOR Say‑on‑Pay .

Compensation Peer Group (Performance)

• TSR performance peer group used for PSU relative TSR includes: Campbell Soup, Coca‑Cola, Colgate‑Palmolive, Danone, General Mills, Hershey, Kraft Heinz, Nestlé, PepsiCo, Procter & Gamble, Unilever (Kellanova removed due to acquisition) .

Performance & Track Record

Risk Indicators & Red Flags (observed)

• No hedging/pledging permitted; none of CEO shares pledged .
• Double-trigger CIC; no tax gross-ups; robust clawbacks .
• Strong Say‑on‑Pay support and active shareholder engagement .

Equity Vesting & Potential Insider Selling Pressure

• Upcoming vesting drivers: PSU cycles cliff vest after 3 years (e.g., 2023–2025, 2024–2026); options vest ratably over 3 years, which can create periodic Form 4 activity upon tax withholding or option exercises .
• Section 16 compliance: All required reports timely for 2024 except a late Form 4 for another NEO; no delinquency noted for CEO .
• Note: Company proxy does not list CEO’s last-24‑month Form 4 trade details; monitor SEC Form 4 filings for vesting‑related sales around March–April award cycles (PSU settlement/option vest dates) .

Stock Ownership Guidelines & Compliance

Board Service History (MDLZ)

Investment Implications

• Pay-for-performance alignment: Heavy PSU weighting with relative TSR and rigorous caps/thresholds aligns CEO incentives with long-term shareholder returns; 2024 AIP paid at 80% amid macro headwinds, demonstrating downside sensitivity .
• Retention and supply of shares: Significant beneficial ownership (2.80M shares incl. options) and stringent ownership/anti‑pledging policies reduce misalignment risks; option and PSU vesting schedules may create episodic Form 4 activity but policies limit speculative behavior .
• Downside protection for shareholders in control events: Double-trigger CIC, no gross-ups, and clawbacks are favorable governance features; however, 2.99× CIC multiple is at the high end of market norms and should be monitored for pay quantum optics .
• Execution risk and macro: Cocoa volatility drove 2024 TSR underperformance; management indicates plans to protect category, re-invest for volume recovery, and leverage moderating cocoa costs, suggesting potential multi‑year EPS normalization and PSU realizability if execution continues .
• Governance of dual role: Combined Chair/CEO model balanced by robust Lead Independent Director authorities and independent committees mitigates, but does not eliminate, concentration risk; investor engagement remains a key check .