Stephanie Lilak
Mondelez InternationalAbout Stephanie Lilak
Executive Vice President & Chief People Officer at Mondelēz International since January 15, 2024; leads global HR including talent, leadership development, comp/benefits, change management, employee relations, and DEI, reporting to the Chair & CEO . More than 30 years in HR leadership across General Mills, Dunkin’ Brands, and Bumble; B.S. Psychology and M.S. Industrial Relations from University of Wisconsin–Madison . Company performance context: 2024 organic net revenue growth 4.3%, adjusted EPS growth 13.0%, free cash flow ~$3.5B, and ~$4.7B returned to shareholders (dividends + buybacks) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bumble Inc. | Chief People Officer | Nov 2021–Dec 2023 | Led global people strategy at a founder-led tech platform . |
| Dunkin’ Brands Group | SVP & Chief Human Resources Officer | Jul 2019–Nov 2021 | Drove talent, org and culture initiatives; supported sale to Inspire Brands . |
| General Mills | Various VP HR roles (Sales, NA Retail, Convenience & Foodservice; International) | 1996–Jul 2019 | Built leadership capabilities and high-performance culture across global businesses . |
| Cooper Industries | HR Representative (early career) | n/a | Early HR foundation in industrial firm . |
External Roles
| Organization | Role | Years | Committees/Notes |
|---|---|---|---|
| First Watch Restaurant Group (Public) | Independent Director | Jun 2022–present | Chair, Compensation Committee; Audit Committee member . |
Fixed Compensation
| Element | 2024 Detail | Notes |
|---|---|---|
| Base Salary | $675,000 | New hire start Jan 15, 2024 . |
| Target Bonus % (AIP) | 90% of salary | AIP targets set against corporate metrics . |
| Actual Bonus Paid (AIP) | $467,410 (80% of target, pro‑rated) | Corporate financial rating 74%, SPI 105% . |
| Sign‑on Cash | $1,250,000 | $600,000 subject to repayment if she terminates before Jan 15, 2026 . |
| Perquisites | Car allowance $22,500; Financial counseling $7,500 | |
| Employer Contributions | Defined contribution plans $53,740 | Supplemental plan participation . |
| Relocation | $275,348 + $91,740 tax gross‑up | Standard executive relocation assistance . |
Performance Compensation
| Program | Metric/Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual Incentive Plan (AIP) | Financial 80%: Organic Volume (15%), Organic Net Revenue (15%), Adjusted Gross Profit (35%), Adjusted Op Income (15%), Free Cash Flow (20); Market Share overlay ±30pp | Corporate targets approved Q1 2024 | Corporate financial rating 74%, SPI 105%; Lilak payout $467,410 = 80% of target (pro‑rated) | Cash; paid after year end . |
| Strategic Progress Indicators (SPI, 20% of AIP) | Snacks Leadership 50%; Sustainability, Mindful Snacking & Colleagues 50% | Annual assessments | Corporate SPI rating 105% | Included in AIP . |
| PSUs (2024 LTI) | 25% Organic Net Revenue Growth; 25% Adjusted EPS Growth; 50% Annualized Relative TSR; cap TSR at target if absolute TSR negative; ≥55th percentile TSR for target | 3‑year cycle 2024–2026 | Target grant 15,390 PSUs; grant value $1,125,000 | 3‑year cliff; settle Q1 after cycle . |
| Stock Options (2024 LTI) | Stock price | Exercise price $73.13 | 25,640 options; grant value $391,266 | 3‑year ratable; 10‑year term; tranches vest 2/27/2025, 2/27/2026, 2/27/2027 . |
| Sign‑on PSUs | 2022–2024: 1,440; 2023–2025: 4,310 | Align with peers on pro‑rata basis | 2022–2024 PSUs earned: 1,829 shares (company cycle payout 127%) | Settle by Mar 15 following cycle . |
| Sign‑on DSUs | 15,770 | Two‑year vest | 50% vest 4/1/2025; 50% vest 4/1/2026 | Settle per plan . |
Equity Ownership & Alignment
| Item | Amount | As‑of / Notes |
|---|---|---|
| Beneficially Owned Shares | 9,754 | March 12, 2025. |
| DSUs (deferred stock units) | 15,770 | Counted in “Total shares/interests held”; fully vested upon schedule . |
| Total Shares/Interests Held | 25,524 | <1% of class . |
| Options Exercisable ≤60 days | 8,461 | As of March 12, 2025. |
| Unvested PSUs (indicative) | 7,695 (2024–2026 threshold); 8,620 (2023–2025 max/threshold trending) | Market values $459,622 and $514,873 at 12/31/2024 closing price $59.73 . |
| DSUs Market Value | $941,942 (15,770 units @ $59.73) | 12/31/2024. |
| Anti‑hedging/pledging | Hedging/shorts/derivatives prohibited; pledging and margin accounts prohibited | Alignment safeguard. |
| Ownership Guidelines | 4× salary; 5 years to meet; excludes unvested PSUs; compliance monitored; NEOs satisfied/exceeded/on track as of March 12, 2025 | Alignment framework. |
| Pledged Shares | None for named individuals | Alignment positive. |
Employment Terms
- Start date: January 15, 2024; EVP & Chief People Officer reporting to the CEO; member of leadership team .
- Severance (non‑CIC): typically one year salary; AIP pro‑rated; equity generally forfeited with PCC discretion to prorate/accelerate in restructuring; outplacement up to one year .
- CIC plan (double trigger): 2× base + target AIP for NEOs (CEO 2.99×); continued benefits (2 years for NEOs); all unvested equity fully vests upon CIC Qualifying Termination; options retain original term; no excise tax gross‑ups; in‑flight AIP rules apply .
- Quantified CIC Qualifying Termination (as of 12/31/2024): total $5,547,867 including cash severance $2,518,524; prorated AIP $584,262; benefits $28,863; other benefits $152,272; unvested equity $2,263,946 .
- Restrictive covenants: non‑compete and non‑solicit for one year following CIC Qualifying Termination (unless prohibited by law) .
- Clawbacks: Dodd‑Frank restatement clawback and broader misconduct/recoupment policy; recoup via repayment/cancellation/adjust future comp .
- Section 16 compliance: one late Form 4 filing for April 1, 2024 DSU grant (filed April 4, 2024) .
Compensation Tables
2024 Summary Compensation (Mondelēz International)
| Category | Amount ($) | Notes |
|---|---|---|
| Salary | 649,039 | Prorated new hire. |
| Bonus (Sign‑on) | 1,250,000 | $600k repayable if departure before 1/15/2026 . |
| Stock Awards | 2,718,924 | PSUs + DSUs per grants . |
| Option Awards | 391,266 | 25,640 options @ $73.13 . |
| Non‑equity Incentive (AIP) | 467,410 | 80% of target . |
| All Other Compensation | 450,828 | Includes relocation $275,348 & $91,740 tax gross‑up, employer contributions $53,740, perqs . |
| Total | 5,927,467 | — |
2024 Grants of Plan‑Based Awards (Detail)
| Grant | Type | Shares/Units | Grant Date Fair Value ($) |
|---|---|---|---|
| Annual LTI | PSUs (2024–2026) | 15,390 | 1,155,020 |
| Annual LTI | Stock Options | 25,640 (exercise $73.13) | 391,266 |
| Sign‑on | PSUs (2022–2024) | 1,440 | 113,170 |
| Sign‑on | PSUs (2023–2025) | 4,310 | 350,619 |
| Sign‑on | DSUs | 15,770 | 1,100,115 |
AIP Structure and Outcome (2024)
| Component | Weight | Corporate Rating | Notes |
|---|---|---|---|
| Organic Volume Growth | 15% | 60% | — |
| Organic Net Revenue Growth | 15% | 70% | — |
| Adjusted Gross Profit Growth | 35% | 89% | — |
| Adjusted Operating Income Growth | 15% | 113% | — |
| Free Cash Flow | 20% | 105% | — |
| Market Share Overlay | ±30pp | −15pp | Reduced corporate rating. |
| Corporate Financial Rating | — | 74% | Before SPI. |
| SPI Rating | — | 105% | Corporate SPI. |
| Total Payout | — | 80% of target | $467,410 paid . |
Vesting Schedules (Key Dates)
| Award | Vesting |
|---|---|
| 2024 Options | 33% on 02/27/2025; 33% on 02/27/2026; 34% on 02/27/2027; 10‑year term . |
| 2024 PSUs | 100% vest upon PCC approval post cycle; distribute no later than 03/15/2027 . |
| Sign‑on DSUs | 50% vest 04/01/2025; 50% vest 04/01/2026 . |
| 2023–2025 PSUs | 100% vest upon performance certification; distribute no later than 03/15/2026 . |
Compensation Structure Analysis
- High at‑risk pay mix: PSUs (75%) and stock options (25%) compose LTI; PSU metrics directly tie to organic revenue growth, adjusted EPS, and relative TSR with caps to avoid windfalls under negative absolute TSR .
- AIP incorporates both financial quality measures and strategy alignment (SPIs), with market share overlay reducing payouts when share declines, evidencing pay‑for‑performance discipline .
- Sign‑on design balances market competitiveness and retention (cash with repayment clause, pro‑rata PSUs, 2‑year DSU vest), supporting immediate alignment and stickiness through 2026 .
- Governance safeguards: dual clawbacks; anti‑hedging/pledging; robust ownership guidelines (4× salary) with monitored compliance .
Risk Indicators & Red Flags
- Relocation tax gross‑up ($91,740) is shareholder‑unfriendly per some governance views, though limited to relocation policy; no executive‑perquisite tax gross‑ups outside relocation .
- One late Section 16 Form 4 filing (April 4, 2024) for DSU grant; minor administrative lapse .
- No pledging; anti‑hedging policy enforced; options vesting and DSU settlements create potential selling windows but with ownership guidelines and pre‑clearance controls .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval ~94%, indicating strong investor support for compensation design; ongoing shareholder engagement by lead director and PCC .
Peer Group & Benchmarking
- Compensation Survey Peer Group includes large consumer names (e.g., PepsiCo, P&G, Coca‑Cola, Nike, McDonald’s); PCC uses Aon/Semler Brossy data to set competitive levels and validate pay‑for‑performance alignment .
- Performance Peer Group drives PSU TSR metric; target TSR at 55th percentile; 2022–2024 PSU cycle paid at 127%, reflecting strong organic revenue and EPS growth vs. peers despite TSR below median due to cocoa input shock .
Expertise & Qualifications
- Education: B.S. Psychology; M.S. Industrial Relations, University of Wisconsin–Madison .
- Deep HR leadership across food and tech; board governance experience as public company director and comp chair .
Investment Implications
- Alignment: Strong pay‑for‑performance linkage (PSU metrics and AIP overlay) and ownership policy reduce misalignment risk, with clawbacks and anti‑hedging/pledging enhancing governance .
- Retention: Sign‑on structure (repayment through Jan 2026; DSUs vesting through 2026; PSU cycles through 2026–2027) lowers near‑term retention risk; CIC double‑trigger terms standard and not excessive (no excise gross‑ups) .
- Trading signals: Option tranches (Feb 2025/26/27) and DSU vesting (Apr 2025/26) may create scheduled liquidity windows; however, ownership requirements and pre‑clearance windows moderate insider selling pressure .
- Governance watch‑items: Limited relocation tax gross‑up and a late Form 4 are minor; say‑on‑pay support (~94%) suggests low compensation‑related overhang .