Laura Stein
Executive Vice President, Corporate & Legal Affairs; General Counsel and Corporate Secretary at MDLZ
Executive
About Laura Stein
Executive Vice President, Corporate & Legal Affairs; General Counsel & Corporate Secretary at Mondelēz International since January 11, 2021, overseeing global legal, compliance, corporate reputation and ESG agendas . Education: J.D. from Harvard Law School; undergraduate and master’s degrees from Dartmouth College; multilingual (English, Italian, Spanish, Chinese; some French and Portuguese) . During the 2021–2023 PSU performance cycle, Mondelēz achieved 10.7% Organic Net Revenue Growth, 13.3% Adjusted EPS Growth, and 100th percentile Annualized Relative TSR, resulting in a 200% payout; Stein earned 48,120 shares from this cycle . Mondelēz reported ~$36.4B 2024 net revenues (context for scale) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Clorox Company | EVP, General Counsel & Corporate Affairs | Not disclosed (served since 2005) | Led global Legal & Corporate Affairs: compliance, enterprise risk, audit, government affairs, communications, ESG, community affairs; President of Clorox Foundation; sponsored cybersecurity and Women’s ERG . |
| H.J. Heinz Company | SVP – General Counsel | Not disclosed | Led global legal, compliance, enterprise risk and security across Europe, Asia, Latin America; sponsored women’s leadership group; director of Heinz Foundation . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| JDE Peet’s | Director | Not disclosed | Current directorship (world’s leading pure‑play coffee and tea company) . |
| Franklin Resources (Franklin Templeton) | Former Director, Lead Independent Director | Not disclosed | Former governance leadership . |
| Canadian National Railway | Former Director; chaired Pension Investment Committee; former chair Environmental, Safety & Security Committee | Not disclosed | Prior board and committee leadership . |
| American Law Institute | Council Member | Not disclosed | Elected to ALI (Council member since 2013) . |
| Pro Bono Institute; Leadership Council on Legal Diversity; CEELI Institute | Non‑profit board roles | Not disclosed | Governance, rule‑of‑law, diversity leadership . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Actual AIP Paid ($) |
|---|---|---|---|
| 2021 | 705,136 | 80% | 513,340 |
| 2022 | 743,846 | Not disclosed | 1,019,250 |
| 2023 | 772,500 | 90% | 1,053,000 |
Notes:
- 2024 SCT does not include Stein among NEOs; 2024 AIP targets/payouts for other NEOs are shown for context but not applicable to Stein .
Performance Compensation
Long‑Term Incentive (LTI) Structure and Metrics
| Component | Weighting | Vesting | Holding | 2023/2024 Metric Design |
|---|---|---|---|---|
| PSUs | 75% | 3‑year cliff | 1‑year after vest | 25% Organic Net Revenue Growth; 25% Adjusted EPS Growth; 50% Annualized Relative TSR; cap TSR payout at target if absolute TSR negative; above‑median (55th percentile) TSR required for target . |
| Stock Options | 25% | 3‑year ratable; 10‑year term | 1‑year post‑exercise holding | Value tied to stock price . |
2021–2023 PSU Results (Company‑level)
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| Organic Net Revenue Growth | 25% | 2.2% | 3.7% | 4.9% | 10.7% | 200% |
| Adjusted EPS Growth | 25% | 6.0% | 7.6% | 10.1% | 13.3% | 200% |
| Annualized Relative TSR | 50% | 25th percentile | 55th percentile | 90th percentile | 100th percentile | 200% |
| Final Business Performance Rating | — | — | — | — | — | 200% |
| Shares Earned — Laura Stein | — | — | — | — | — | 48,120 |
AIP (Annual Incentive Plan) Design
- Financial Performance (80% weighting): Organic Volume Growth, Organic Net Revenue Growth, Adjusted Gross Profit Growth, Adjusted Operating Income Growth, Free Cash Flow; Market Share Overlay (30pp) .
- Strategic Progress Indicators (20% weighting): Snack Leadership and ESG goals; 2023 SPI rating for Corporate was 113% .
Equity Grants and Vesting Schedules
| Grant Date | Type | Units | Dollar Value/Exercise | Vesting |
|---|---|---|---|---|
| 03/02/2023 | PSUs | 21,810 (target) | $1,495,948 grant‑date FV | 3‑yr cliff; cycle ends 12/31/2025; settle by 03/15/2026 . |
| 03/02/2023 | Stock Options | 36,340 | Exercise price $65.36; $492,770 grant‑date FV | 33% on 03/02/2024; 33% on 03/02/2025; 34% on 03/02/2026 . |
| 02/24/2022 | PSUs | 41,780 (max trending; target not shown here) | Market/payout value $3,026,125 (as of 12/29/2023) | Cycle ends 12/31/2024; settle by 03/15/2025 . |
| 02/24/2022 | Stock Options | 34,810 (11,487 unexercisable + 23,323 unexercisable at FY‑end 2023) | Exercise price $64.65 | 33% on 02/24/2023; 33% on 02/24/2024; 34% on 02/24/2025 . |
| 01/11/2021 | DSUs (sign‑on) | 4,380 | Market value $317,243 (12/29/2023 close) | 100% vest on 01/11/2026 . |
| 01/11/2021 | Stock Options (sign‑on) | 48,170 | Exercise price $57.09 (grant shown as 31,792 exercisable; 16,378 unexercisable at FY‑end 2023) | 33% on 01/11/2022; 33% on 01/11/2023; 34% on 01/11/2024 . |
| 02/18/2021 | Stock Options | 40,090 (26,459 exercisable; 13,631 unexercisable at FY‑end 2023) | Exercise price $56.13 | 33% on 02/18/2022; 33% on 02/18/2023; 34% on 02/18/2024 . |
Sign‑on detail and treatment: Stein’s offer package included PSUs (13,140 for 2019–2021, $750k; 14,020 for 2020–2022, $800k), stock options (48,170, $550k), DSUs (4,380, $250k). Upon involuntary termination without cause or death/disability/Good Reason, sign‑on DSUs and options fully vest; PSUs vest on original dates based on actual performance. If she resigns other than for Good Reason before 01/11/2023, proceeds from sign‑on grants vesting prior to 01/01/2023 must be repaid .
Equity Ownership & Alignment
| Item | Quantity | Notes |
|---|---|---|
| Beneficially Owned Shares | 181,023 | Includes options exercisable within 60 days: 123,227 . |
| Deferred Stock Units held (beneficial table excludes DSUs) | 4,380 (sign‑on DSUs) | Vests 01/11/2026 . |
| Ownership as % of shares outstanding | <1% (“*”) | Based on 1,345,128,056 shares outstanding (as of 03/13/2024) . |
| Shares pledged as collateral | None | Anti‑pledging policy in effect . |
| Stock Ownership Guidelines | 4x salary for other NEOs; CEO 8x; 5 years from hire (or 3 yrs after promotion) to meet; 1‑yr holding on new shares after meeting guidelines; must hold 100% of net acquired shares until guidelines met . | |
| Compliance status | As of 03/13/2024, all NEOs satisfied, exceeded, or were on track; adhered to holding requirements . |
2023 Exercises/Vests (realized value): Stein vested 48,120 shares (PSU payout) with $3,698,022 realized value, including $212,690 dividend equivalents; no option exercises in 2023 .
Employment Terms
| Provision | Detail |
|---|---|
| Severance (involuntary termination without cause; as of 12/31/2023) | Lump sum: 12 months base salary ($780,000); actual 2023 AIP payment ($1,053,000); outplacement ($12,500); acceleration/vesting of sign‑on DSUs & stock options ($568,482) → Total $2,413,982 . |
| CIC Plan (double‑trigger within 2 years post‑CIC) | For non‑CEO NEOs: 2x base salary + target AIP (Stein separation payment $2,964,000; AIP target $702,000); immediate vesting of unvested DSUs and stock options; target treatment for PSUs across cycles; health & welfare continuation ($13,432); continuation of benefits ($70,000) → Total $8,760,771 . |
| Restrictive covenants | Non‑compete and non‑solicitation for 1 year post‑termination to receive CIC benefits; violations require repayment and forfeit of further benefits . |
| AIP treatment on ordinary severance | Prorated AIP based on actual performance; PSU/option treatment generally forfeited; PCC may exercise discretion in restructuring events (pro rata vesting); Stein’s sign‑on options/DSUs vest upon termination without cause or resignation for Good Reason . |
| Death/Disability treatment (as of 12/31/2023) | AIP target ($702,000); target PSUs across cycles ($3,277,965); immediate vesting of sign‑on DSUs ($317,243) and stock options ($911,801) → Total $5,209,009 . |
| Clawbacks | Board may recoup up to last 3 years: annual incentive, LTIs, gains from option exercise/open‑market sales; cancel awards; adjust future pay; terminate; pursue legal action . |
| Anti‑hedging/anti‑pledging | Prohibits hedging, pledging, short sales; trades only in open windows with pre‑clearance . |
| Perquisites | Limited (e.g., car and financial planning allowances); no tax gross‑ups for perqs or CIC . |
Deferred Compensation
| Plan | Executive Contributions in 2023 ($) | Company Contributions in 2023 ($) | Aggregate Earnings 2023 ($) | Aggregate Balance at 12/31/2023 ($) |
|---|---|---|---|---|
| Supplemental Benefits Plan | 87,705 | 131,558 | 9,289 | 437,624 |
Contribution detail (2023): Base Salary $37,696; AIP Award $50,009 .
Compensation Structure and Governance Signals
- Target pay positioning: aligned to median of Compensation Survey Peer Group; significant pay at risk (on average 83% for non‑CEO NEOs) . Strong say‑on‑pay support: ~91% approval in 2023; ~94% in 2024 .
- LTI mix emphasizes performance (PSUs) and long‑term alignment (options) with rigorous targets (55th percentile TSR required for target; TSR cap at target for negative absolute TSR) .
Investment Implications
- Pay‑for‑performance alignment: Stein’s incentives are heavily tied to multi‑year ONR, Adjusted EPS, and relative TSR; 2021–2023 outperformance delivered a 200% PSU payout (Stein earned 48,120 shares), reinforcing alignment with shareholder returns .
- Retention risk low near‑term: CIC and severance economics are competitive; sign‑on DSUs vest in January 2026, creating a future liquidity event, but strict stock ownership and 1‑year holding requirements mitigate immediate selling pressure .
- Governance quality: Strong clawbacks, anti‑hedging/pledging, and no tax gross‑ups are shareholder‑friendly; consistent say‑on‑pay approvals indicate investor support for the compensation framework .
- Change‑of‑control economics: Double‑trigger design and quantified CIC benefits ($8.76M) with 1‑year non‑compete/non‑solicit reduce perverse incentives and protect continuity; terms imply predictable outcomes under strategic transactions .
Overall, compensation levers (PSU metrics/weights, option holding) and ownership policies are structured to align Stein with sustained value creation, while severance/CIC protections and clawbacks balance retention with accountability.