Ertharin Cousin
About Ertharin Cousin
Independent Director at Mondelēz International since January 2022; age 67. Former Executive Director of the United Nations World Food Programme (2012–2017) and U.S. Ambassador to the U.N. Agencies for Food and Agriculture (2009–2012). Founder, President & CEO of Food Systems for the Future Institute (since September 2019), with prior senior roles across nonprofit, corporate, and government, including America’s Second Harvest (now Feeding America) and Albertsons. Current MDLZ board committee assignments: Governance, and People & Compensation; board determined independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Nations World Food Programme | Executive Director | 2012–2017 | Led the world’s largest humanitarian organization for food assistance |
| U.S. Department of State | U.S. Ambassador & Permanent Representative to U.N. Food & Agriculture Agencies | 2009–2012 | Represented U.S. on global food, agriculture, and nutrition issues |
| Food Systems for the Future Institute | Founder, President & CEO | 2019–present | Catalyzes market‑driven ag/food innovations |
| Stanford University (Spogli Institute) | Visiting Scholar/Lecturer | 2017–2019; ongoing Visiting Scholar noted | Academic engagement on food and environment |
| America’s Second Harvest (Feeding America) | EVP & COO | Pre‑2009 | Led national operations for U.S. hunger relief |
| Albertsons Companies | SVP, Public Affairs | Pre‑2009 | Corporate leadership experience |
| The Polk Street Group | Founding President & CEO | Pre‑2009 | Management services company leadership |
| State of Illinois | Assistant Attorney General | Pre‑2009 | Legal/government experience |
External Roles
| Organization | Role | Tenure | Notes / Interlocks |
|---|---|---|---|
| Bayer AG | Director | Current | Large-cap public company; pharma/chemicals |
| Borealis Foods | Director | Current | Director position disclosed; company not detailed in proxy |
| The Chicago Council on Global Affairs | Distinguished Fellow | Since 2017 | Global affairs think tank |
Board Governance
- Independence: The board determined Ertharin Cousin is independent; all directors are independent except the Chair/CEO.
- MDLZ Committees: Governance, Membership & Sustainability Committee; People & Compensation Committee (PCC).
- Attendance: The board met 8 times in 2024; each director attended at least 85% of combined board and committee meetings. Committee meetings in 2024: Audit 9; Finance 3; Governance 6; PCC 7.
- Lead director/structure: MDLZ employs a combined Chair/CEO with a robust independent Lead Director structure; all committees are composed entirely of independent directors.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $113,750 | Pro‑rated member retainers; standard board cash retainer set at $115,000 from 2024 review |
| Equity (DSUs) – grant date fair value | $200,057 | 2,849 DSUs; immediately vested, settled in shares 6 months after board service ends |
| All other compensation | $0 | No charitable match reported for Cousin in 2024 |
| Total 2024 compensation | $313,807 | Sum of cash and equity |
Program design for non‑employee directors (context):
- Standard retainers (2024): cash $115,000; equity $200,000; Lead Director +$50,000; Audit Chair +$35,000; PCC Chair +$25,000; Governance Chair +$20,000; Finance Chair +$20,000. 2024 increases: +$5,000 cash retainer; +$10,000 equity retainer; +$20,000 Lead Director; +$10,000 Audit Chair. No meeting fees.
- Equity is granted as DSUs; dividends accrue and are delivered in shares upon DSU settlement 6 months after service ends.
Performance Compensation
Directors do not receive performance‑based incentives (no AIP/PSUs/Options); director equity is in DSUs designed for alignment, not performance pay.
Other Directorships & Interlocks
| Company | Role | Public/Private | Potential Conflict/Interlock |
|---|---|---|---|
| Bayer AG | Director | Public | None disclosed by MDLZ; related‑party transactions reviewed via board policy; no director‑specific related‑party items disclosed |
| Borealis Foods | Director | Not specified in proxy | None disclosed by MDLZ |
MDLZ related‑party oversight: Governance Committee reviews/approves related person transactions >$120,000; 2024 review disclosed service relationships with BlackRock as a >5% holder; no director‑specific related‑party items disclosed.
Expertise & Qualifications
- 40+ years of nonprofit, government, and corporate leadership, including leading WFP and representing U.S. food/ag interests at the U.N.
- Deep food systems, humanitarian logistics, and public policy expertise; corporate public affairs; prior executive roles in retail and hunger relief.
- Public company governance experience (director at Bayer AG; Borealis Foods).
Equity Ownership
| Holder | Beneficially Owned Shares | DSUs/Underlying Units | Total Interests | % of Class | Pledged? |
|---|---|---|---|---|---|
| Ertharin Cousin | 0 | 10,124 | 10,124 | <1% | None; company discloses no pledges by listed insiders in table footnote and prohibits pledging/hedging by policy |
Stock ownership guidelines for directors: 5x annual board cash retainer within 5 years of joining; DSUs count toward ownership. Cousin joined in January 2022, within the 5‑year compliance window.
Insider trading policy: Prohibits hedging, short sales, and pledging; requires pre‑clearance and limits trading windows for Section 16 officers and directors.
Section 16 compliance: Company reports all required insider ownership reports were timely filed for 2024 except one late Form 4 by an executive (not a director), indicating no late filings attributed to directors.
Governance Assessment
-
Committee influence: Service on Governance and PCC places Cousin at the center of director nomination/refreshment, ESG oversight, and executive pay, aligning with her public policy and human capital experience.
-
Independence and attendance: Independent with ≥85% attendance standard met at the board level in 2024, supporting board effectiveness.
-
Pay alignment and ownership: Standardized director pay with a majority in equity (DSUs) supports alignment; DSUs settle post‑service; ownership guideline enforces longer‑term alignment. 2024 director pay levels increased modestly to stay market‑competitive.
-
Conflicts/related parties: No related‑party transactions disclosed involving Cousin; board has formal related‑party review policy.
-
RED FLAGS: None identified in the proxy regarding attendance shortfalls, related‑party transactions, hedging/pledging, or say‑on‑pay stress (MDLZ recorded ~94% support in 2024).