Jane Hamilton Nielsen
Mondelez InternationalAbout Jane Hamilton Nielsen
Independent director at Mondelēz International since May 2021 (age 60). Incoming Chair of the Audit Committee and member of the Finance Committee; designated Audit Committee financial expert. Former COO and CFO with deep operating and finance experience across global consumer brands and food/beverage, including Ralph Lauren, Coach, and PepsiCo.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ralph Lauren Corporation | Chief Operating Officer | Jun 2023 – Mar 2025 | Led global technology, business development, integrated business/inventory planning, logistics, real estate operations |
| Ralph Lauren Corporation | Chief Financial Officer and COO | 2016 – May 2023 | Drove operational efficiency, digital transformation, omni-channel capability investment |
| Ralph Lauren Corporation | Chief Financial Officer | 2016 – 2019 | Senior finance leadership |
| Coach, Inc. | Chief Financial Officer | 2011 – 2016 | Corporate finance leadership |
| PepsiCo & Pepsi Bottling Group | Senior finance roles incl. SVP & CFO, PepsiCo Beverages Americas; CFO, Global Nutrition Group | ~15 years | M&A & integration, investor relations, strategic planning; worked on Quaker Oats acquisition |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Pinnacle Foods Inc. | Director (former) | Not disclosed | Former public company directorship |
Board Governance
- Independence: Board determined Nielsen is independent.
- Committee assignments: Incoming Chair, Audit; member, Finance. Designated Audit Committee financial expert; Audit Committee membership during 2024 included Nielsen.
- Meeting attendance: Board held 8 meetings in 2024; each director attended at least 85% of combined Board and applicable committee meetings.
- Years of service: Director since May 2021 (4th year at March 12, 2025).
- Executive sessions: Independent directors meet in executive session at each in-person Board meeting.
Fixed Compensation
| Element | Program Detail | Jane H. Nielsen 2024 | Notes |
|---|---|---|---|
| Annual Cash Retainer | $115,000 | $133,750 | Program retainer; Nielsen’s 2024 cash reflects role/membership mix; company pays no meeting fees |
| Equity Retainer (DSUs) | $200,000 grant value (vested DSUs; settled 6 months post-service) | $200,057; 2,849 DSUs granted | Dividend equivalents accrue and pay at settlement |
| Chair Retainers | Audit Chair $35,000; PCC Chair $25,000; Governance Chair $20,000; Finance Chair $20,000 | Incoming Audit Chair (effective post-2025 meeting) | Audit Chair retainer applicable when in role; 2024 total shown above |
Performance Compensation
Non-employee directors do not receive performance-based cash bonuses or PSUs; equity is delivered as time-based DSUs to align interests.
| Equity Component | 2024 Grant | Vesting/Settlement | Dividends |
|---|---|---|---|
| DSUs (annual director grant) | 2,849 DSUs; grant date fair value $200,057 | Vested upon grant; shares delivered 6 months after service ends | Dividend equivalents accrue; paid at DSU settlement |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | Not disclosed beyond MDLZ in 2025 proxy biography |
| Prior public company boards | Pinnacle Foods Inc. (former director) |
| Interlocks/overlaps | PCC annually evaluates interlocks; none disclosed for Nielsen in 2025 proxy |
Expertise & Qualifications
- Finance/Operating: Extensive CFO/COO experience; digital transformation and omni-channel capability at Ralph Lauren; investor relations and strategic planning at PepsiCo.
- Industry experience: Multi-decade roles in consumer/retail and food/beverage (PepsiCo).
- Audit/financial oversight: Audit Committee financial expert designation; incoming Audit Chair.
- M&A/integration: Led acquisitions/integration (e.g., Quaker Oats at PepsiCo).
- Corporate governance: Prior public company board service (Pinnacle Foods).
Equity Ownership
| Holder | Common Shares Beneficially Owned | DSUs / Additional Underlying Units | Total Interests | % of Class |
|---|---|---|---|---|
| Jane Hamilton Nielsen | 0 | 12,167 | 12,167 | <1% |
- Director stock ownership guidelines: 5x annual Board cash retainer; 5-year compliance window; DSUs count toward guideline.
- Hedging/pledging: Prohibited; directors cannot hold MDLZ securities in margin accounts or pledge as collateral.
Governance Assessment
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Strengths
- Deep finance and operating background across global consumer and food/beverage; designated Audit Committee financial expert and incoming Audit Chair—positive for financial reporting, controls, and cybersecurity oversight.
- Independent; solid attendance; serves on Finance in addition to Audit, reinforcing capital allocation discipline.
- Director equity in DSUs aligns with shareholder outcomes; anti-hedging/anti-pledging policy enhances alignment.
-
Watchpoints
- Personal ownership currently via DSUs rather than directly held common shares; guideline allows DSUs to count, and she is within 5-year compliance window (joined 2021). Monitoring future ownership mix is prudent.
- No director-specific related-party transactions disclosed; continue surveillance of supplier/manufacturer relationships given sector exposure. Company maintains robust related-person review policy.
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Board-level signals relevant to investors
- Audit Committee membership included Nielsen in 2024; Audit Committee reported robust oversight of ERM, cybersecurity, ESG disclosures, and PwC independence. Incoming Audit Chair role will further elevate her oversight profile.
Notes on Compensation Program and Shareholder Feedback
- Non-employee director program benchmarked; 2024 retainer increases approved (cash +$5k; equity +$10k; audit chair +$10k; lead director +$20k).
- Say-on-pay advisory (executives) received ~94% support at 2024 annual meeting—an indicator of broader investor confidence in governance and pay frameworks.