Gustavo Valle
Executive Vice President and President, North America at MDLZ
Executive
About Gustavo Valle
Executive Vice President & President, North America at Mondelēz International since March 1, 2022; previously led Latin America (since January 2020). Valle was 57 at the time of his appointment to the North America role (February 3, 2022). In 2024, Mondelēz delivered 4.3% organic net revenue growth, 13.0% adjusted EPS growth at constant currency, and ~$3.5B free cash flow; however, company TSR in 2024 was below peer median amid cocoa cost volatility .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mondelēz International | EVP & President, North America | Mar 1, 2022 – present | Leads ~$8.3B U.S. & Canada portfolio (Oreo, belVita, Ritz, Trident, Sour Patch Kids); charged with growth and execution in North America . |
| Mondelēz International | EVP, Latin America | Jan 2020 – Feb 2022 | Drove significant growth and share gains across Latin America businesses . |
| Danone | EVP, Dairy Division Worldwide; earlier led Europe and U.S. & Canada Dairy | Prior to joining MDLZ | Grew $3B Dairy category double-digits in U.S. & Canada, expanded margins; promoted to lead Europe and global Dairy division ($12B revenue) . |
External Roles
No public company directorships or external board roles disclosed for Valle in the reviewed filings .
Fixed Compensation
Multi-year compensation (as reported in proxy SCT):
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 702,740 | 742,500 | 798,750 |
| Stock Awards (grant-date fair value) | 1,507,772 | 1,810,776 | 2,309,289 |
| Option Awards (grant-date fair value) | 456,456 | 596,504 | 782,533 |
| Annual Incentive (AIP) | 1,038,003 | 1,132,500 | 285,250 |
| All Other Compensation | 164,272 | 184,134 | 196,246 |
| Total Compensation | 3,869,243 | 4,466,414 | 4,372,068 |
Base salary and bonus mechanics:
- Base salary increased from $750,000 (2023) to $815,000 (2024), +8.7% .
- AIP target opportunity: 100% of salary (i.e., $815,000 target for 2024) .
- Actual 2024 AIP paid: $285,250 (35% of target) .
Perquisites and benefits (2024):
- Car allowance $15,000; financial counseling $5,050; employer defined contribution plan contributions $173,813; total “All Other Compensation” $196,246 .
Performance Compensation
Annual Incentive Plan (AIP) – structure and 2024 outcomes:
| Component | Weight | Target (disclosed?) | North America Actual Rating | Notes |
|---|---|---|---|---|
| Organic Volume Growth | 15% | Targets set by PCC (not prospectively disclosed) | 70% | Region rating inputs (80% region/20% corporate) . |
| Organic Net Revenue Growth | 15% | Not prospectively disclosed | 75% | |
| Adjusted Gross Profit Growth | 35% | Not prospectively disclosed | 13% | |
| Adjusted Operating Income Growth | 15% | Not prospectively disclosed | 15% | |
| Free Cash Flow | 20% | Not prospectively disclosed | 51% | |
| Market Share Overlay | +/-30pp | N/A | (30)pp | Net revenue-weighted share; negative overlay . |
AIP payout summary (2024):
| Item | Value |
|---|---|
| Target Incentive ($) | $815,000 |
| Financial Performance Rating | 22% |
| Strategic Progress Indicator (SPI) Rating (North America) | 88% |
| Total Incentive Payment ($) | $285,250 |
| Payment as % of Target | 35% |
Long-Term Incentive (LTI) – design:
- Mix: 75% PSUs (3-year cliff); 25% stock options (10-year term; 3-year ratable vesting) .
- PSU metrics/weights: 25% Organic Net Revenue Growth; 25% Adjusted EPS Growth; 50% Annualized Relative TSR; TSR capped at target if absolute TSR negative; target at 55th percentile of peer group .
2024 LTI grants to Valle:
| Vehicle | # Granted | Nominal $ | Exercise Price | Vesting |
|---|---|---|---|---|
| PSUs (2024–2026 cycle) | 30,770 | $2,250,000 | N/A | 3-year cliff; payout 0–200% based on metrics . |
| Stock Options (2024 grant) | 51,280 | $750,000 | $73.13 | 33% each year on 2/27/2025, 2/27/2026, 2/27/2027 . |
Realization and prior-cycle PSU outcome:
- Shares acquired on vesting (2022–2024 PSU cycle): 30,950; value realized $1,999,680 (includes accrued dividend equivalents) .
- 2022–2024 cycle performance: Final business performance rating 127% (Organic Net Revenue Growth 200%, Adjusted EPS Growth 200%, Annualized Relative TSR 53%) .
Equity Ownership & Alignment
Ownership snapshot and equity outstanding:
| Item | Detail |
|---|---|
| Beneficially owned shares | 219,555 (less than 1% of class) |
| Options exercisable within 60 days | 156,085 |
| Unexercised options (by grant) | 02/24/2022: 13,807 unexercisable ; 03/02/2023: 29,474 unexercisable ; 02/27/2024: 51,280 unexercisable . |
| Unearned PSUs outstanding | 2023–2025 cycle: 52,800; market/payout value $3,153,744 ; 2024–2026 cycle: 15,385; market/payout value $918,946 . |
| Ownership guideline | 4x salary for NEOs; all NEOs satisfied or on track as of March 12, 2025 . |
| Anti-hedging/pledging | Hedging, short sales, and pledging are prohibited; margin accounts not permitted for directors/executives . |
Insider selling program:
- On September 12, 2025, Valle entered a Rule 10b5-1 trading plan allowing potential exercise of vested options and associated sale of up to 69,520 shares, and sale of up to 3,000 shares, through August 31, 2026, subject to plan conditions .
Employment Terms
Key employment and severance economics:
| Item | Detail |
|---|---|
| Role start date | March 1, 2022 (transition from Latin America to North America) |
| Severance Plan for Key Executives (May 20, 2025) | Upon termination without Cause or resignation for Good Reason: 12 months base salary; pro‑rated target annual bonus (if after March 31) and prior-year unpaid bonus; cash health stipend (12× employer monthly premium); 12 months outplacement; cash equal to one year financial planning & car allowances; payment of forfeited 401(k) match; waiver of sign-on/relocation repayment; pro-rated vesting of time-based equity held ≥181 days; continued vesting of pro‑rated performance-based equity held ≥181 days subject to actual performance; CEO receives greater of this plan or offer letter benefits; non‑U.S. treatment per local law/programs . |
| Change-in-Control (CIC) Plan | Double-trigger; severance equals 2x base + target AIP (CEO 2.99x); health/welfare continuation (2 years for NEOs, 3 for CEO); continuation of allowances; outplacement; unassumed PSUs convert to time-based DSUs at ≥ of target or actual performance; full vest upon CIC qualifying termination; no excise tax gross-ups; cut to avoid 4999 if economically preferable . |
| Typical non-CIC involuntary termination (proxy) | Cash severance equal to 1x base (2x for CEO); AIP pro‑rated; discretionary pro‑rata vesting/continuation for equity in restructuring; standard restrictive covenants and release; option exercise window up to 12 months . |
| Clawback policies | Dodd‑Frank 10D‑1 recoupment for restatements; discretionary compensation recoupment for significant misconduct/restatements, including recovering gains from option exercises and sales; cancellation/adjustment of equity awards . |
| Trading/pledging restrictions | Insider trading policy requires pre‑clearance, allows trading only during open windows for Section 16 officers; prohibits pledging/margin accounts . |
Quantified potential payments (as of Dec 31, 2024):
| Scenario (Valle) | Cash Severance | Annual Incentive | Health & Welfare Continuation | Outplacement & Other Benefits | Unvested Equity Awards | Total |
|---|---|---|---|---|---|---|
| Non‑CIC involuntary termination | $815,000 | $285,250 | $0 | $12,500 | $0 | $1,112,750 |
| CIC qualifying termination | $3,260,000 | $815,000 | $25,992 | $95,000 | $5,484,170 | $9,680,162 |
| Death or Disability | — | $815,000 | — | — | $3,119,519 | $3,934,519 |
Deferred compensation participation:
| Plan | Exec Contributions (2024) | Registrant Contributions (2024) | Aggregate Balance (12/31/2024) |
|---|---|---|---|
| Supplemental Plan | $95,175 | $142,763 | $715,532 |
Investment Implications
- Pay-for-performance alignment is intact: Valle’s 2024 AIP payout was curtailed to 35% of target due to weak North America financial ratings and negative market share overlay, while LTI remains predominantly performance‑conditioned (75% PSUs with multi‑metric hurdles, caps on TSR component) .
- Retention risk appears mitigated by active CIC and severance frameworks, ownership requirements (4x salary) and no pledging/hedging, though Valle’s 10b5‑1 plan introduces potential selling pressure through August 2026 (up to 69,520 shares via option exercises and 3,000 direct sales) .
- Execution risk: North America underperformance in 2024 (particularly gross profit and AOI ratings) implies operational challenges; monitoring subsequent AIP ratings and market share trends will be critical to gauge improvement .
- Governance and shareholder support continue to be strong (2025 say‑on‑pay approved; Global ESPP Matching Plan approved), suggesting investor confidence in compensation design despite 2024 TSR headwinds .