Jane Hamilton Nielsen
Director at MDLZ
Board
About 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.
-
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.