Luca Zaramella
CONSTELLATION BRANDSAbout Luca Zaramella
Executive Vice President and Chief Financial Officer of Mondelēz International since August 2018; joined Mondelēz in 1996 with successive senior finance roles including SVP Corporate Finance, Corporate Controller, and regional finance leadership in Europe and North America. Independent director at Constellation Brands since 2023; age 56. Recognized for deep finance, accounting, and capital allocation expertise in global CPG, with international operating exposure and board-designated “audit committee financial expert” status at STZ .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mondelēz International | EVP, Chief Financial Officer | Aug 2018–present | Oversees global Finance, Information & Technology Solutions, and shared services |
| Mondelēz International | SVP Corporate Finance; CFO Commercial & Treasurer | Jun 2016–Jul 2018 | Corporate finance leadership; treasury oversight |
| Mondelēz International | Interim Lead Finance, North America | Apr 2017–Nov 2017 | Interim regional finance leadership |
| Mondelēz International | SVP & Corporate Controller | Dec 2014–Aug 2016 | Global accounting and financial reporting |
| Mondelēz International | SVP, Finance, Europe | Oct 2011–Nov 2014 | Regional finance leadership in Europe |
| Mondelēz International | Various finance roles | 1996–2011 | Progressive finance positions |
External Roles
| Category | Details |
|---|---|
| Current public company boards | None |
| Prior public company boards (last 5 years) | None |
| Operating role | EVP & CFO, Mondelēz International (Aug 2018–present) |
Board Governance
| Attribute | Details |
|---|---|
| Director since | 2023 |
| Independence | Independent (affirmatively determined Apr 2025) |
| Committees | Audit Committee member |
| Audit Committee Financial Expert | Yes (designated by Board) |
| Committee chair roles | None (Audit Committee chair: Daniel McCarthy) |
| Board meetings held FY2025 | 6 meetings |
| Attendance | Each incumbent nominee attended ≥75% of Board/committee meetings during their service in FY2025 |
| Audit Committee meetings FY2025 | 5 meetings |
| Executive sessions | Board holds executive sessions at every regularly scheduled meeting |
| Appointment context | Added July 18, 2023 as an independent director pursuant to a Cooperation Agreement with Elliott Management |
| Outside board commitments policy | Caps on total public boards; annual time-commitment review (Apr 2025 found each nominee sufficient) |
Fixed Compensation
| Element | Amount/Terms |
|---|---|
| Annual cash retainer (Board member) | $100,000 (payable quarterly) |
| Product allowance (calendar 2024) | $10,000 |
| Committee membership fees | Not specified for members (only chair retainers disclosed) |
| Chair retainers (for reference) | Audit Chair $25,000; HRC Chair $20,000; CGNR Chair $17,500 |
Director compensation in Fiscal 2025 (actual):
| Component | Amount |
|---|---|
| Cash fees | $100,000 |
| Stock awards (RSUs, grant-date fair value) | $124,860 |
| Option awards (grant-date fair value) | $54,991 |
| All other compensation (incl. product allowance, matches if any) | $10,000 |
| Total | $289,851 |
Performance Compensation
| Award | Grant specifics | Vesting/Terms |
|---|---|---|
| Non-qualified stock options (NQSOs) | 734 options granted 7/17/2024; exercise price $248.23; 10-year term | Vested 6 months from grant; earlier vesting on death, disability, change-in-control |
| RSUs | 503 units granted 7/17/2024 | Vest on first July 10 following grant; earlier vesting on death, disability, change-in-control |
Note: STZ’s non-management director equity is time-based (RSUs and stock options); no performance metrics apply to director equity grants .
Other Directorships & Interlocks
| Company | Role | Interlock/Notes |
|---|---|---|
| — | — | No current or recent public company directorships; independence affirmed; no interlocks disclosed |
Expertise & Qualifications
- Board-designated skills: Senior Leadership; Finance & Capital Allocation; Industry (CPG/food & beverage); Accounting & Financial Reporting; Human Capital Management; International Operations .
- Audit Committee Financial Expert per SEC/PCAOB criteria as designated by the Board .
Equity Ownership
| Item | Detail |
|---|---|
| Class A shares beneficially owned | 1,057 shares (as of record date May 16, 2025) |
| Class 1 stock options exercisable within 60 days | 1,392 options |
| Director stock ownership guideline | 5x annual cash retainer within 5 years; RSUs count, unexercised options do not |
| Compliance status | Each non-management director met or was within the 5-year accumulation period, except Mr. Madero (withholding timing) |
| Anti-hedging/pledging | Directors prohibited from hedging or pledging company stock; Sands family carve-out subject to caps/monitoring does not apply to Zaramella |
Governance Assessment
- Independence and oversight: Zaramella is an independent director and Audit Committee member with Board-designated “financial expert” status—enhancing oversight of financial reporting, ERM, and cybersecurity within Audit’s remit .
- Engagement and attendance: Board met six times in FY2025 with every incumbent nominee meeting ≥75% attendance; executive sessions are held at every regular meeting—supporting independent oversight .
- Alignment and pay structure: Director compensation blends cash with equity (annual RSU and option grants) and is reviewed by the CGNR Committee with independent consultant FW Cook; time-based equity fosters ownership alignment alongside 5x retainer ownership guidelines .
- Potential conflicts/related-party exposure: No related-person transactions disclosed involving Zaramella; FY2025 related-party items were limited and pertained to Sands-affiliated entities (office space services; Rochester HQ lease), overseen under a formal related-person transactions policy administered by CGNR .
- Board refresh and shareholder responsiveness: His 2023 appointment followed a Cooperation Agreement with Elliott, signaling responsiveness on board composition and governance refresh .
- Risk controls: Company-wide prohibitions on hedging and director pledging (with monitored exceptions for Sands nominees), majority voting with contingent resignations, and regular third-party director evaluations strengthen governance processes .