Patrick T. Siewert
Mondelez InternationalAbout Patrick T. Siewert
Independent Lead Director of Mondelēz International since May 2022; Director since October 2012. Age 69. Senior Advisor at The Carlyle Group (since July 2023) and former Partner & Managing Director leading Consumer, Media & Retail in Asia; prior senior operating roles at The Coca‑Cola Company (Group President & COO, Asia) and Eastman Kodak (COO, Consumer Imaging). Recognized audit committee financial expert; currently transitioning from Audit Committee Chair to incoming Chair of the Governance, Membership & Sustainability Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Carlyle Group, Inc. | Senior Advisor; previously Partner & Managing Director, Head of Consumer, Media, and Retail Asia | Senior Advisor since Jul 2023; Partner/MD 2007–Jun 2023 | Led investments/operations in Asian markets, global opportunities |
| The Coca‑Cola Company | Group President & COO, Asia; member of Global Executive Committee | 2001–2007 | Led business operations across Asia; consumer insights, routes-to-market |
| Eastman Kodak Company | COO, Consumer Imaging; SVP & President, Kodak Professional Division | 1974–2001 | Senior operating leadership in imaging businesses |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Avery Dennison Corporation | Director (Lead Director experience) | Current | Extensive public company governance experience |
| Restaurant Brands International (Asia) | Chairman, Asia | May 2024 | Regional leadership role |
| The Carlyle Group, Inc. | Senior Advisor | Jul 2023 | Ongoing advisory capacity |
Board Governance
- Independent Lead Director duties include agenda planning, presiding over executive sessions, conducting annual Board/committee/self & peer evaluations, serving as alternate member of all Board committees, and shareholder consultation; selected annually by independent directors .
- Independence: All directors except the Chair & CEO are independent; Board affirmed Siewert’s independence .
- Committee leadership: Audit Committee Chair in 2024 (Audit Committee report signed by “Patrick T. Siewert, Chair”); incoming Chair of Governance Committee in 2025; serves as alternate member across committees .
- Shareholder engagement: Post‑2024 meeting outreach to holders of ~52% of shares; Board engaged with 25% by ownership; Lead Director met with shareholders representing ~13% of outstanding shares .
- Attendance: Board held 8 meetings in 2024; each director attended ≥85% of combined Board/committee meetings; all directors standing for election attended the 2024 annual meeting .
| Governance Item | 2024 | 2025 |
|---|---|---|
| Lead Independent Director | Yes (since May 2022) | Yes |
| Audit Committee | Chair; Financial Expert | Member/transition; Financial Expert |
| Governance, Membership & Sustainability | Member; alternate | Incoming Chair |
| People & Compensation | Alternate member as Lead Director | Alternate |
Fixed Compensation
| Component (Non‑Employee Directors, 2024 design) | Amount (USD) | Notes |
|---|---|---|
| Annual Cash Retainer | $115,000 | Paid quarterly; deferral available |
| Annual Equity Retainer (DSUs) | $200,000 | Vested DSUs; settle 6 months post‑Board service |
| Lead Director Retainer | $50,000 | Additional cash for Lead Director |
| Committee Chair Retainers | Audit $35,000; PCC $25,000; Governance $20,000; Finance $20,000 | Additional cash |
| Meeting Fees | $0 | No meeting fees |
| 2024 Non‑Employee Director Compensation (Patrick T. Siewert) | USD |
|---|---|
| Fees Earned or Paid in Cash | $180,000 |
| Stock Awards (DSUs fair value) | $200,057 |
| All Other Compensation (Foundation match) | $5,000 |
| Total | $385,057 |
| 2024 Director Equity Awards (Patrick T. Siewert) | Value/Units |
|---|---|
| DSUs Granted (#) | 2,849 |
| Grant‑Date Fair Value | $200,057 |
| Outstanding Director DSUs as of 12/31/2024 (#) | 53,506 (incl. accrued dividend equivalents) |
- 2024 program changes: Board approved increases of $5,000 to annual cash retainer, $10,000 to annual equity retainer, $20,000 to Lead Director retainer, and $10,000 to Audit Chair retainer to align with market .
Performance Compensation
- Non‑employee director pay is not performance‑linked; annual equity is granted as vested DSUs that settle after service. No options/PSUs or annual incentive metrics apply to directors .
Other Directorships & Interlocks
| Company | Relationship to MDLZ | Potential Interlock/Conflict |
|---|---|---|
| Avery Dennison | Packaging/labels; not disclosed as related party | No related party transactions disclosed involving Siewert |
| RBI (Asia) | QSR brands; customer exposure not disclosed | No related party transactions disclosed |
| Carlyle | Private equity; broad holdings | No related party transactions disclosed |
- Governance review includes monitoring PCC interlocks and related person transactions; Governance Committee oversees independence and related party review procedures .
Expertise & Qualifications
- Deep industry and operating experience in food & beverage and consumer products; extensive global leadership across Americas, Europe, Africa, Middle East, Asia .
- Audit Committee Financial Expert; financial sophistication affirmed by Board .
- Skills mapped by Board: leadership, significant operating experience, public company governance, global business, accounting/finance .
Equity Ownership
| Holder | Beneficially Owned Shares | DSUs/Additional Underlying Units | Total Interests Held | % of Class | Pledged? |
|---|---|---|---|---|---|
| Patrick T. Siewert | – | 53,954 | 53,954 | <1% | None pledged |
- Director stock ownership guidelines: 5× annual Board cash retainer within 5 years; all directors with ≥5 years’ service met/exceeded expectations as of Mar 12, 2025 .
- Anti‑hedging/anti‑pledging: Directors prohibited from hedging, short sales, holding securities in margin accounts or pledging MDLZ stock ; Director Code of Conduct annual acknowledgment required .
Governance Assessment
- Board effectiveness: Siewert’s Lead Director role is robust and functionally overlaps an independent chair’s responsibilities, enhancing oversight, agenda control, executive sessions, and shareholder engagement; he chaired the Audit Committee through 2024 and is slated to chair Governance in 2025—providing continuity across financial oversight and governance refreshment .
- Independence & attendance: Independent status affirmed; strong attendance metrics; Board composed predominantly of independent directors with committees fully independent and chaired by independents .
- Ownership alignment: Significant DSU holdings; compliance with stringent ownership policy; barred from hedging/pledging—supports alignment and risk mitigation .
- Compensation reasonableness: Director pay structure is balanced with modest cash retainers, DSUs settled post‑service, and targeted leadership/chair premiums; no meeting fees; recent modest increases benchmarked by independent consultant .
- Potential conflicts/red flags: No related‑party transactions disclosed involving Siewert; no pledging; Section 16 reporting compliance noted (no delinquencies for directors; one late Form 4 for an executive, not a director) .
RED FLAGS: None disclosed regarding related‑party transactions, hedging/pledging, or attendance shortfalls for Siewert .
Positive signals: Active shareholder outreach by Lead Director; rigorous committee leadership; formalized evaluation processes; clear anti‑hedging/anti‑pledging policy; strong ownership guidelines and compliance .