Jorge S. Mesquita
Mondelez InternationalAbout Jorge S. Mesquita
Independent director at Mondelēz International (MDLZ) since May 2012; age 63. Former CEO of BlueTriton Brands (Jul 2021–Mar 2022), Executive Vice President and Worldwide Chairman, Consumer at Johnson & Johnson (2014–2019), advisor to Cinven (2020–2021), and 29 years at Procter & Gamble in senior leadership roles. Fluent in Portuguese, Spanish, and English with broad international experience (Mozambique-born; lived/worked in Venezuela, Mexico, Brazil, U.S.) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BlueTriton Brands | Chief Executive Officer | Jul 2021–Mar 2022 | Led growth and innovation initiatives |
| Johnson & Johnson | EVP & Worldwide Chairman, Consumer; Executive Committee member; led Consumer Group Operating Committee | 2014–2019 | Drove strategic transformations and brand reinvention |
| Cinven | Advisor | 2020–2021 | Private equity advisory |
| Procter & Gamble | Group President – New Business Creation & Innovation; Group President – Global Fabric Care; President – Global Home Care; President – Commercial Products; President – P&G Professional | 1984–2013 (roles: 2001–2013 detailed) | Redesigned business development; led multiple global businesses |
External Roles
| Organization | Role | Tenure/Status |
|---|---|---|
| Humana Inc. | Director | Current (as disclosed) |
Board Governance
- Committee assignments: Audit Committee (member), Finance Committee (member) .
- Audit Committee chair: Patrick T. Siewert; other members include Cees ‘t Hart, Jorge S. Mesquita, Jane Hamilton Nielsen, Paula A. Price .
- Independence: Board determined Mesquita is independent under Nasdaq standards; all directors except Chair/CEO are independent .
- Attendance: In 2024, each director attended at least 85% of combined Board and committee meetings; all directors standing for election attended the annual meeting. In 2023, Mesquita attended 100% of Board and committee meetings .
- Lead Independent Director governance: robust role with agenda approval, executive session leadership, committee rotations, shareholder engagement .
- Tenure/retirement and outside boards policy: 15-year term limit; no nomination after age 75; caps on other board service; all directors comply .
- Anti-hedging: insider trading policy prohibits hedging/short-selling; aligns with shareholder interests .
Fixed Compensation
| Year | Cash Retainer ($) | Equity Retainer Value ($) | Lead/Chair/Other Cash Elements (program terms) |
|---|---|---|---|
| 2023 | 110,000 | 190,000 | Lead Director 30,000; Audit Chair 25,000; PCC Chair 25,000; Governance Chair 20,000; Finance Chair 20,000 |
| 2024 | 115,000 | 200,000 | Lead Director 50,000; Audit Chair 35,000; PCC Chair 25,000; Governance Chair 20,000; Finance Chair 20,000 |
- No meeting fees paid to non-employee directors .
- Cash retainers can be deferred (25%, 50%, 75%, or 100%) under the 2001 Compensation Plan for Non-Employee Directors into notional accounts mirroring Thrift Plan funds .
- Plan limits: non-employee director compensation capped at $750,000 per calendar year; first year or lead/chair year capped at $1,000,000 .
Performance Compensation
- Non-employee director equity is delivered via fully vested deferred stock units (DSUs) settled six months after board service ends; DSUs accrue dividend equivalents and are paid at settlement. No performance-based metrics or options for directors disclosed .
| Element | Metric | Design | Vesting/Settlement |
|---|---|---|---|
| Annual Director Equity | DSUs | Granted post-Annual Meeting; immediately vested | Settled in shares 6 months post-separation; accrues dividend equivalents |
Director Compensation – Individual (2023–2024)
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2023 | 110,000 | 190,063 | — | 300,063 |
| 2024 | 113,750 | 200,057 | — | 313,807 |
- 2024 DSU grant: 2,849 units; outstanding DSUs at 12/31/2024: 53,735 (includes accrued dividends) .
- Charitable match: Foundation matches up to $15,000 annually; not used by Mesquita in 2024 per table; program exists .
Other Directorships & Interlocks
| Company | Relationship to MDLZ | Interlock/Conflict Notes |
|---|---|---|
| Humana Inc. | Unrelated sector (managed care) | No MDLZ-disclosed related person transactions or PCC interlocks; PCC members confirmed independent with no executive interlocks; Mesquita is not listed as PCC member . |
Expertise & Qualifications
- Extensive leadership in global consumer brands, innovation, and strategic transformation (P&G, J&J, BlueTriton) .
- Global perspective and multilingual (Portuguese, Spanish, English); lived/worked across multiple geographies .
- Public company governance experience; current director at Humana Inc. .
Equity Ownership
| As of Date | Beneficially Owned Shares | DSUs/Underlying Units | Total Interests | % of Class | Pledged |
|---|---|---|---|---|---|
| Mar 13, 2024 | 6,500 | 49,870 | 56,370 | <1% | None pledged |
- Stock ownership guidelines: 5× annual cash retainer; 5-year compliance window; DSUs count toward ownership; as of Mar 12, 2025, each director with ≥5 years meets/exceeds expectations (Mesquita qualifies) .
Governance Assessment
- Strengths: Long-tenured independent director with deep consumer operating experience; strong committee engagement (Audit and Finance); exemplary attendance (100% in 2023; at least 85% in 2024); no pledging; anti-hedging policy; clear ownership alignment via DSUs and 5× retainer guideline .
- Compensation alignment: Market-competitive director pay structure; modest 2024 increases approved after independent benchmarking; no meeting fees; equity in DSUs with deferred settlement bolsters long-term alignment .
- Potential conflicts: External directorship at Humana appears low-risk relative to MDLZ’s business; no related person transactions disclosed; PCC independence and no interlocks support governance quality .
- RED FLAGS: None evident in disclosures (no pledging, no hedging allowed, strong attendance). Continue monitoring for related-party transactions and any changes in outside board commitments or committee roles .