Nancy McKinstry
Director at MDLZ
Board
About Nancy McKinstry
Independent director nominee for MDLZ’s 2025 annual meeting; age 66. She is CEO and Chair of the Executive Board of Wolters Kluwer N.V. (CEO since September 2003; Executive Board member since June 2001) and has announced retirement effective February 2026. Prior roles include CEO of Wolters Kluwer North America and product management at CCH (Tax & Accounting), with an early career at Booz & Company. The Board has determined she is independent.
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| Wolters Kluwer N.V. | CEO and Chair of the Executive Board | CEO since Sep 2003; Executive Board member since Jun 2001; retirement effective Feb 2026 | Global operating, product management, tax/accounting, risk & compliance expertise cited by MDLZ |
| Wolters Kluwer North America | CEO (prior role) | Not disclosed | Led regional operations |
| CCH (Wolters Kluwer Tax & Accounting) | Product management roles | Not disclosed | Product leadership in tax/accounting |
| Booz & Company (formerly Booz Allen Hamilton) | Consultant (media and technology industries) | Not disclosed | Strategic and technology assignments |
External Roles
| Organization | Role | Tenure/Dates | Notes |
|---|---|---|---|
| Accenture plc | Director | Not disclosed | Corporate governance experience; also a current MDLZ director (Paula A. Price) serves on Accenture board, creating an external board interlock |
| Abbott Laboratories | Director | Not disclosed | Corporate governance experience |
Board Governance
- Status at MDLZ: Director nominee standing for election at the May 21, 2025 Annual Meeting. The Board is reducing to 10 directors; McKinstry is the new nominee. Independent status affirmed by the Board.
- Committee assignments at MDLZ: Not disclosed as of the record date; committee rosters (as of March 12, 2025) do not include McKinstry. All MDLZ committees are composed entirely of and chaired by independent directors.
- Attendance context: In 2024 the MDLZ Board held 8 meetings; all sitting directors attended at least 85% of combined Board and committee meetings. (McKinstry was not on the Board in 2024.)
- Independence and overboarding guardrails: MDLZ guidelines limit directors to ≤3 other public boards (≤2 for those who are sitting CEOs) in addition to MDLZ. As a sitting CEO, McKinstry’s two other public company boards (Accenture, Abbott) meet this limit if elected to MDLZ.
Fixed Compensation (MDLZ Non‑Employee Director Framework)
| Element | Amount | Notes |
|---|---|---|
| Annual cash retainer | $115,000 (2024) | Increase of $5,000 approved for the program going forward (applies after 2024) |
| Equity retainer (annual) | $200,000 value (2024) | Vested Deferred Stock Units (DSUs); increase of $10,000 approved for the program going forward |
| Lead Independent Director retainer | $50,000 (2024) | Increase of $20,000 approved |
| Audit Committee Chair retainer | $35,000 (2024) | Increase of $10,000 approved |
| PCC Chair retainer | $25,000 (2024) | — |
| Governance Committee Chair retainer | $20,000 (2024) | — |
| Finance Committee Chair retainer | $20,000 (2024) | — |
| Meeting fees | None | — |
| Charitable match | Foundation match up to $15,000/year | For eligible 501(c)(3) gifts |
| Plan cap | ≤$750,000 (≤$1,000,000 in first year or when designated Chair/Lead Director) | 2024 Performance Incentive Plan limits |
Director cash retainers may be deferred; DSUs settle in shares six months after service ends; dividend equivalents accrue in DSUs. Ownership guideline: 5× annual cash retainer within 5 years.
Performance Compensation
- MDLZ does not grant performance‑conditioned equity to non‑employee directors; the annual director equity is delivered as immediately vested DSUs with deferred settlement, not subject to performance metrics.
Other Directorships & Interlocks
| Company | Sector | Role | Interlock/Notes |
|---|---|---|---|
| Accenture plc | IT services/consulting | Director | External board interlock with MDLZ director Paula A. Price (both serve on Accenture’s board) |
| Abbott Laboratories | Healthcare/medtech | Director | No MDLZ board overlap disclosed |
- Related‑party/transactions: MDLZ discloses review/approval procedures for related person transactions and lists 2024 related party transactions; none involve McKinstry.
Expertise & Qualifications
- Global operating experience as CEO/Chair of a multinational information software/services leader, with strengths in operations, product management, tax/accounting, risk and compliance, media/technology. Recognized in leading business rankings (Fortune International’s Most Powerful Women; HBR Best‑Performing CEOs 2019).
- MDLZ Board values competencies across industry, operating, leadership, global, financial, product/marketing and governance; McKinstry is cited to bring global perspectives and management experience aligned to these needs.
Equity Ownership
| Holder | Beneficially Owned Shares | DSUs/Underlying Units | Total Interests | % of Class | Pledged |
|---|---|---|---|---|---|
| Nancy McKinstry (Director nominee) | — | — | — | <1% | None disclosed |
| As of March 12, 2025 (record date). MDLZ notes no director/executive shares are pledged; McKinstry, as a nominee, had no MDLZ ownership reported. |
- Stock ownership guideline for directors: 5× annual cash retainer within 5 years; DSUs count toward compliance.
Governance Assessment
- Strengths for investor confidence:
- Independence affirmed; no MDLZ related‑party transactions disclosed involving McKinstry.
- Adds deep digital/software, compliance and global operating expertise valuable for MDLZ’s data/AI, cybersecurity and compliance oversight within committee structures of independent directors.
- External board service fits MDLZ’s CEO‑director overboarding limit if elected (two other boards).
- Watch items / potential conflicts:
- External board interlock: both McKinstry and MDLZ director Paula A. Price sit on Accenture’s board (relationship oversight and independence should continue to be monitored by the Governance Committee; not a prohibited antitrust interlock).
- Time commitments: Sitting CEO at Wolters Kluwer through Feb 2026; MDLZ guidelines consider other commitments when nominating and expect sufficient availability.
- Board effectiveness context:
- MDLZ Board met 8 times in 2024 with ≥85% attendance among sitting directors; independent directors meet in executive session at each in‑person meeting; strong engagement with shareholders (reached out to ~52% of shares; meetings with ~25%).
No RED FLAGS identified in MDLZ disclosures specific to McKinstry (no related‑party transactions, no pledging, independence confirmed). Continue monitoring for any evolving interlock or workload concerns post‑election.