Michael A. Todman
Mondelez InternationalAbout Michael A. Todman
Independent director of Mondelēz International since May 2020; age 67. Former Vice Chairman of Whirlpool Corporation (2014–2015), with prior leadership as President of Whirlpool International (2009–2014) and President of Whirlpool North America (2007–2009). Earlier career includes roles at Wang Laboratories (1983–1993) and PricewaterhouseCoopers (1979–1983). Core credentials: global consumer/operations leadership, marketing expertise, emerging markets strategy, and extensive public company board governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Whirlpool Corporation | Vice Chairman | 2014–2015 | Senior executive leadership and board experience |
| Whirlpool Corporation | President, Whirlpool International | 2009–2014 | Led $10B international business; emerging markets growth |
| Whirlpool Corporation | President, Whirlpool North America | 2007–2009 | Regional leadership in consumer products |
| Wang Laboratories | Various roles of increasing responsibility | 1983–1993 | Operations, sales, marketing |
| PricewaterhouseCoopers | Various roles | 1979–1983 | Professional services foundation |
External Roles
| Company | Role | Status | Notes |
|---|---|---|---|
| Brown-Forman | Director | Current | Spirits; consumer brands |
| Carrier Global Corporation | Director | Current | HVAC and building systems |
| Prudential | Director | Current | Financial services |
| Newell Brands | Director | Former | Consumer products |
| Whirlpool Corporation | Director | Former | Board tenure nine years |
Board Governance
- Committee assignments: Chair, People and Compensation Committee (PCC); Member, Governance, Membership and Sustainability Committee .
- PCC membership (2024 report signatories): Michael Todman (Chair), Charles Bunch, Ertharin Cousin, Brian McNamara, Anindita Mukherjee .
- Independence: Board determined Todman is independent; all directors except the CEO are independent under Nasdaq standards .
- Attendance: Board held 8 meetings in 2024; each director attended at least 85% of combined Board and relevant committee meetings; all directors up for election attended the 2024 annual meeting .
- Committee meeting cadence (2024): Audit 9; Finance 3; Governance 6; PCC 7 .
- PCC responsibilities include CEO goal-setting and evaluation, executive compensation design and approvals, incentive plan oversight (including SPIs), clawback policies, stock ownership guideline monitoring, succession planning, and consultant independence reviews .
Fixed Compensation
Program structure for non-employee directors (2024): Annual cash retainer $115,000; PCC Chair retainer $25,000; annual equity retainer $200,000; no meeting fees . Todman’s 2024 actuals:
| Component | Amount ($) |
|---|---|
| Fees earned or paid in cash | 138,750 |
| Stock awards (DSUs, grant-date fair value) | 200,057 |
| All other compensation | 0 |
| Total | 338,807 |
Performance Compensation
Director equity is granted as vested deferred stock units (DSUs) settled six months after Board service ends; dividend equivalents accrue and are paid upon settlement .
| Equity Detail | 2024 |
|---|---|
| DSUs granted (#) | 2,849 |
| DSUs grant-date fair value ($) | 200,057 |
| Outstanding director stock awards as of Dec 31, 2024 (#) | 15,985 |
Notes: DSUs are vested at grant for directors; settlement is deferred; no options or PSU-type performance conditions apply to director equity .
Other Directorships & Interlocks
- PCC interlocks: None. PCC members (including Todman) were not participants in related person transactions requiring Item 404 disclosure and were not executive officers of other entities where MDLZ executives served on the board or compensation committee .
- Board service limit policy: Directors should not serve on more than three public company boards in addition to MDLZ (total ≤4). Todman’s current external public boards (3) plus MDLZ aligns with the guideline .
Expertise & Qualifications
- Significant operating leadership across global consumer businesses; extensive marketing and emerging markets strategy .
- Public company board governance experience across multiple industries; brings consumer insight and corporate oversight depth .
Equity Ownership
| Holding | Amount |
|---|---|
| Beneficially owned MDLZ shares | 0; none pledged |
| Deferred Stock Units / additional underlying units | 16,119 |
| Total interests held | 16,119 |
| Percent of class | <1% |
Ownership alignment policies:
- Directors must own shares equal to 5× annual Board cash retainer within 5 years; DSUs count toward ownership; shares underlying DSUs settle six months post-service .
- Anti-hedging and anti-pledging policy prohibits derivatives, short-selling, hedging, margin accounts, and pledging MDLZ securities for directors and officers .
Insider Trades and Compliance
| Topic | Status |
|---|---|
| Section 16(a) filings | All timely for FY2024; one late Form 4 was for an executive (not Todman) |
| Hedging/pledging | Prohibited for directors under Insider Trading Policy |
| Pledged shares | None for directors/officers in the ownership table |
Governance Assessment
- Strengths: Independent PCC Chair role with robust scope (CEO evaluation, clawbacks, pay risk oversight, consultant independence); strong independence posture; high attendance; structured director ownership guidelines; anti-hedging/pledging; transparent director pay program; active shareholder engagement post-2024 meeting .
- Potential watch items: Multiple concurrent public boards increase time demands—MDLZ guidelines enforce an upper limit to mitigate overboarding risk ; continued oversight of incentive metrics and clawbacks is critical in volatile commodity contexts addressed by PCC (e.g., TSR caps, rigorous growth targets) .
- Conflicts/related-party exposure: No director-specific related person transactions disclosed for Todman; PCC interlocks explicitly negated; BlackRock-related plan services disclosed at Company level (not related to Todman) .