Volker Kuhn
Executive Vice President and President, Europe at MDLZ
Executive
About Volker Kuhn
Executive Vice President and President, Europe at Mondelēz International, effective April 1, 2025; he joined the company January 6, 2025 and reports to Chair & CEO Dirk Van de Put . Previously led Reckitt’s hygiene unit (the company’s largest global business) and earlier served as Chief Transformation Officer; before that he spent 26 years at Procter & Gamble, where he led the Duracell carve‑out to Berkshire Hathaway and spent 10 years leading Pringles Snacks in Europe . He holds a master’s in economics and finance from the University of Fribourg, is fluent in German, English and French, and has dual German and Swiss citizenship . For long-term alignment, MDLZ’s PSU program uses Organic Net Revenue Growth (25%), Adjusted EPS Growth (25%) and Relative TSR (50%); the 2022‑2024 cycle paid at 127% based on 10.5% organic growth, 14.6% adjusted EPS growth, and TSR at the 27th percentile versus the performance peer group .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Reckitt | Chief Transformation Officer | — | Led enterprise transformation initiatives |
| Reckitt – Hygiene Business | Senior leadership (largest global unit) | — | Drove top- and bottom-line acceleration via innovation, consumer centricity and category growth |
| Procter & Gamble | Various GM/finance/marketing roles; led Pringles Snacks Europe | 26 years (P&G), incl. 10 years leading Pringles EU | Executed Duracell carve‑out to Berkshire Hathaway; multiple growth accelerations, turnarounds, and transformations across EMEA, NA, MEA |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| FROSTA AG | Chairman and Non‑Executive Board Member | — | Board leadership at leading European frozen food company |
Fixed Compensation
- MDLZ’s 2025 Proxy focuses on the established NEO pay design and 2022‑2024 PSU outcomes and notes Mr. Kuhn’s April 1, 2025 appointment; specific 2024 individual compensation figures for Mr. Kuhn are not presented in the cited filings .
Performance Compensation
MDLZ’s executive LTI program includes PSUs and stock options (options are 25% of LTI, vest ratably over three years, 10‑year term). PSU metrics/weighting and 2022‑2024 outcomes (company-wide) below .
| Metric | Weight | Threshold | Target | Max | Actual | Payout |
|---|---|---|---|---|---|---|
| Organic Net Revenue Growth | 25% | 2.7% | 4.0% | 5.3% | 10.5% | 200% |
| Adjusted EPS Growth | 25% | 5.4% | 7.0% | 9.5% | 14.6% | 200% |
| Annualized Relative TSR (vs. performance peer group) | 50% | 25th pct | 55th pct | 90th pct | 27th pct | 53% |
| Final Business Performance Rating | — | — | — | — | — | 127% |
Stock options: 25% of LTI; vest ratably over 3 years; 10‑year term .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Section 16 status | Form 3 filed showing officer status (EVP & President, Europe) as of 04/01/2025 |
| Common shares (non-derivative) | Form 3 Table I did not list any non‑derivative common shares as of the event date |
| Stock options (derivative) | 90,350 options, exercise price $65.09, expiration 03/17/2035; vesting in three annual installments beginning 03/17/2026 (per footnote) |
| Hedging/pledging | MDLZ policy prohibits hedging and pledging; Section 16 officers may only trade in open windows with pre‑clearance |
| Clawback policies | MDLZ maintains a Dodd‑Frank clawback and a separate discretionary compensation recoupment policy that together allow recovery of incentive compensation (cash/equity) and gains on option exercises/open‑market sales in restatement/misconduct scenarios |
Vesting schedule and potential supply:
- The option award starts vesting March 17, 2026 (first tranche), with two subsequent annual installments; options expire March 17, 2035, creating identifiable vesting dates that can coincide with potential selling pressure subject to MDLZ trading windows and retention policies .
Employment Terms
| Provision | Terms (MDLZ Severance Plan for Key Executives, approved May 20, 2025) |
|---|---|
| Eligibility | Section 16 officers (and others designated by the committee) |
| Severance (termination without Cause or resignation for Good Reason) | Cash severance equal to 12 months base salary |
| Bonus treatment | If termination after Mar 31: pro‑rated target annual bonus; plus any unpaid prior‑year bonus based on actual performance |
| Health and perquisites | Cash health stipend = 12× employer monthly premium portion; 12 months outplacement; one year of financial planning and car allowance cash equivalent |
| Retirement/thrift & sign‑on | Cash payment equal to forfeited employer contributions under MDLZ Thrift Plan (if any) and waiver of any sign‑on/relocation repayment obligations |
| Equity | Pro‑rated acceleration of time‑based awards granted ≥181 days before termination; pro‑rated PSUs continue to vest based on actual performance; vested options remain exercisable for 12 months (or to original term if shorter) |
| CEO exception | CEO receives the greater of these benefits or those in his offer letter |
| Non‑U.S. participants | Receive greater of plan benefits (salary/bonus/equity provisions) or local law/local programs in aggregate; U.S.‑specific stipends (health, outplacement, planning) replaced by comparable local benefits if any |
Additional governance protections:
- Anti‑hedging/anti‑pledging and trading‑window preclearance for insiders .
- Dual clawbacks (Dodd‑Frank and discretionary) enabling recoupment beyond the minimum required by listing standards .
Say‑on‑Pay & Shareholder Feedback
| Item | Result |
|---|---|
| 2025 Annual Meeting – Say‑on‑Pay advisory vote | For: 947,436,509; Against: 58,212,361; Abstain: 6,233,255; Broker non‑votes: 112,636,860 |
| Notes | TSR metric for the 2022‑2024 PSU cycle used a defined performance peer group (as referenced in the proxy) |
Investment Implications
- Pay-for-performance alignment: MDLZ’s PSU plan paid above target (127%) on strong organic revenue (+10.5%) and adjusted EPS growth (+14.6%), despite below‑median TSR (27th percentile), signaling a balanced model that leans on financial delivery with TSR as an external check . For Europe leadership, this suggests incentives tied to sustained top‑ and bottom‑line execution and relative value creation.
- Near‑term insider supply: Kuhn’s initial MDLZ award includes 90,350 stock options vesting in three annual tranches starting March 17, 2026; these dates are focal points for potential selling activity, subject to trading windows and retention policies (hedging/pledging prohibited) .
- Retention risk mitigants: The Key Executives Severance Plan provides 12 months’ salary, pro‑rated target bonus, and pro‑rated equity treatment for qualifying terminations, which should support retention continuity during leadership transitions in the region .
- Governance quality: Dual clawbacks and anti‑hedging/pledging reduce misalignment risk; strong shareholder support for Say‑on‑Pay in 2025 underscores investor acceptance of the program design .
- Track record and execution: Kuhn’s prior experience driving growth and transformations at Reckitt and P&G (including the Duracell carve‑out and Pringles Europe leadership) aligns with MDLZ’s growth and portfolio strategies in Europe, a core geography for brands like Cadbury, Milka, and Oreo .