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	Letter from our Chairman and Chief Executive Officer			Letter from our Lead Director
March 29, 2019 Dear Fellow Shareholders, Thank you for your investment in Mondelēz International and for your continued support as we enter a new phase in the growth of our six-year-young company. I’m pleased with our progress in 2018. After five years of a more cost-driven approach, we have started to shift more of our attention to top-line growth, which started to show signs of acceleration during the year. We also formulated a new long-term strategy and took meaningful steps forward in our mission to lead the future of snacking around the world. Mondelēz International is a global leader in snacking, which is an attractive market, distinct from packaged foods, with strong growth and approximately $1.2 trillion in annual global consumer spending. Our new purpose as a company –  to empower people to snack right – has led us to take an in-depth look at consumers around the world and how their snacking behavior is evolving. It also guided our development of a new long-term strategy with well-defined priorities that will accelerate growth and generate shareholder value while creating a sustainable business with a positive impact on people and the planet. LONG-TERM PRIORITIES Following a comprehensive review during my first full year as CEO, we introduced a new long-term strategy that builds on our many advantages as a company. These include our leadership positions in the high-growth snacking categories, powerful global brands and local jewels, a real global presence, particularly in emerging markets, a strong value chain enabled by productivity initiatives and investments, and our talented people. To best leverage these strengths, our new strategic plan aims to: •     Accelerate Consumer-Centric Growth. We are adopting a new, more consumer-centric commercial approach that we believe will create more demand for our beloved global and local brands. It includes increasing our understanding of consumers through a set of proprietary insights about snacking behaviors and occasions that will allow us to target our investments in the areas of highest growth potential.			March 29, 2019 Dear Fellow Shareholders, Our Board is deeply committed to independent oversight and strong corporate governance to maximize the value of your investment. I’m honored that my fellow independent directors have selected me to serve as independent Lead Director, and I will continue to work hard to foster shareholder engagement and Board oversight and effectiveness. We are very pleased with the Company’s achievements in 2018, beginning with our leadership transition to new CEO Dirk Van de Put and the completion of a rigorous strategic review of the Company’s operations. We executed seamlessly on our leadership succession, including Dirk’s transition into the additional role of Chairman and Luca Zaramella’s assumption of the CFO role. I am particularly pleased that amidst all those changes we delivered strong financial results. Throughout the strategic review, the Board and management team worked in close coordination to craft a consumer-centric strategy that leverages our Company’s unique strengths in the attractive snacking market to accelerate growth. We are proud of our directors’ diverse backgrounds and considerable leadership experience at global companies. Our collective skill set – strategic planning, international operations, manufacturing, consumer products, marketing, innovation, food services, technology, people development, capital investments, finance and research – and diverse perspectives enable highly effective Board oversight and rigorous decision-making. In 2018, we refreshed the Board with the addition of two directors, Debra Crew and Peter May, who each possess proven track records with global food and beverage companies as well as deep financial acumen, marketing and international experience. All our directors except Chairman & CEO Dirk Van de Put are independent, and all committees are fully independent – an important feature of an effective Board. As independent Lead Director, I’m deeply engaged in my responsibilities, including the review and approval of the annual schedule of Board meetings, agenda topics, in addition to presiding at the meetings of independent directors in executive session. I chair the Governance, Membership and Public Affairs Committee and work to

•     Drive Operational Excellence. Ongoing cost and productivity focus remains fundamental to how we run the business. We are making incremental improvements to reduce our costs and have many initiatives underway to enhance our operations across sales, marketing and the supply chain. •     Build a Winning Growth Culture. We can only deliver on our growth opportunities by giving our people the tools, resources and incentives they need to perform at their very best. So, we are creating a winning growth culture that moves quickly, empowers our organization’s leaders at the local level, accelerates innovation and builds world-class capabilities across a diverse and inclusive workforce. The combination of our unique structural advantages and strategic plan gives us confidence that we can deliver on a new set of long-term financial targets and capital allocation priorities to create value for our shareholders, including: •     Organic Net Revenue(1) growth of 3 percent plus;   •     High-single digit Adjusted EPS(1) growth at constant currency;   •     Free Cash Flow(1) of $3 billion plus; and •     Dividend growth outpacing Adjusted EPS growth. A LOOK BACK AT OUR PROGRESS I am particularly pleased with the progress we have made towards bringing our new plan to life. In 2018 we: •     Launched a new approach to marketing, which includes more balanced investments in global and local brands and a completely new marketing playbook; •     Deployed a ‘test, learn and scale’ approach to innovation in our local business units; •     Launched our SnackFutures innovation and venture hub; •     Acquired the Tate’s premium biscuits business; •     Improved sales and route-to-market execution while delivering continued productivity improvements; •     Improved service levels in North America and achieved highest-ever service levels in Europe; •     Launched a new local-first commercial model to reduce complexity and increase speed; and •     Changed our incentive structure to include volume-driven growth and absolute profit-dollar growth metrics, as well as quality of results. These initiatives helped us deliver on all our financial commitments in 2018, including strong earnings growth, free cash flow and capital return to shareholders: •     Net revenues increased 0.2 percent; Organic Net Revenue(2) grew 2.4 percent; •     Diluted Earnings Per Share were $2.28, up 23 percent; Adjusted EPS(2) was $2.43, up 15 percent on a constant currency basis;

develop recommendations for committee structure, membership, rotations and chairs. I lead an annual Board, committee and director self-assessment process to identify opportunities for improvement, and I’m available for consultation with the Company’s major shareholders. Attracting, retaining and rewarding top talent through the Company’s compensation programs is critical to our success and a top priority of the Board. Our compensation program is, and has always been, strongly performance-based and aligned with shareholders’ interests. Following the say-on-pay vote last year, we carefully reviewed our compensation policies and engaged with investors to understand their perspectives. Based on conversations with major shareholders, we confirmed that the key drivers of last year’s vote were one-time issues related to our leadership transition – primarily the make-whole awards for our new CEO. Securing executive talent with a proven track record of success always comes with a cost, and the Board was confident in offering Dirk Van de Put substantial make-whole awards, most of which were in the form of company equity, as an investment in our future. The Company’s performance so far under Dirk’s leadership including in 2018 reinforces our confidence in the decision to bring him aboard to develop and execute our growth strategy. We are committed to closely linking all executives’ compensation to performance in a manner that supports the new strategy that Dirk is leading, and that is in line with comparable peers and best practices in corporate governance. The Board and Human Resources and Compensation Committee are also conducting in-depth analysis of our leaders and their future potential as part of our ongoing succession planning. In addition to its oversight and engagement in our strategic direction, business performance, acquisitions and divestitures and talent management, the Board is heavily involved in the Company’s commitment to create a positive impact on the world while driving business performance. Mondelēz International’s Sustainable and Mindful Snacking strategies bring together our environmental sustainability, consumer well-being, community engagement and safety projects and connect them to our business strategy in service of growth. I hope you will find our proxy statement and website to be useful resources to learn more about your Board, our corporate governance practices and policies and our sustainability and Impact initiatives. We take very seriously the trust you place in us through your investment in Mondelēz International. Your vote is important to us. We encourage you to read both our proxy statement and annual report in full and to vote in accordance with our recommendations. On behalf of all the directors, thank you for your continued support and investment in our Company. Sincerely, Joseph Neubauer

•     Cash provided by operating activities was $3.9 billion, Free Cash Flow(2) was $2.9 billion; and •     We returned $3.4 billion in capital to our shareholders through dividends and share repurchases; since the spin six years ago, we have returned more than $21 billion to our shareholders.   We exited the year with solid momentum and are increasing targeted investments in 2019 in support of a sustainable acceleration in long-term growth.   SUSTAINABLE AND MINDFUL SNACKING I am particularly proud that we continue to operate our business the right way, with a positive impact where people and the planet thrive. In 2018 we proudly: •     Committed to Making All Packaging Recyclable by 2025. As a part of this commitment, all paper-based packaging will be sustainably sourced by 2020 and 65 million kg of packaging material worldwide will be eliminated by 2020. •     Expanded Harmony Sustainable Wheat Program. We are scaling our sustainable wheat sourcing initiative to cover 100 percent of biscuit brands in the European Union by 2022. •     Added Milka Chocolate to Cocoa Life Sustainable Sourcing Program. One of our largest chocolate brands, Milka, joined Cocoa Life as part of our commitment to source all our cocoa sustainably over time. •     Increased Percentage of Portion Control Options in Our Portfolio. Smaller portions help encourage mindful consumption and we are well on-track to reach our target of 15 percent of the portfolio. •     Announced Ambitious Sugar Reduction Program in the United Kingdom. A new Cadbury Dairy Milk bar with 30 percent less sugar will be launched in the United Kingdom, offering consumers greater choice and helping them to manage their sugar intake. You can find more information about our Impact efforts on our website, including our commitments related to safety, sustainability, well-being snacks and serving the communities in which we operate.   LOOKING AHEAD I remain excited to lead an organization that is well-positioned and focused in its commitment to accelerate growth and create value for all our stakeholders ‒ shareholders, consumers, customers, colleagues and communities around the world. I look forward to engaging with you in the months ahead as we continue to execute our long-term strategy. On behalf of all my colleagues at Mondelēz International, thank you for your continued investment and support.   Best regards, Dirk Van de Put Chairman & CEO   (1) See definition in Annex A. (2) See the GAAP to non-GAAP reconciliation in Annex A.

PROXY STATEMENT

TIME AND DATE: 9:00 a.m. CDT on May 15, 2019	PLACE: NOAH’S Event Venue 200 Barclay Boulevard Lincolnshire, Illinois 60069	WHO MAY VOTE: Shareholders of record of Class A Common Stock at the close of business on March 12, 2019

(1)	To elect as directors the 13 director nominees named in the Proxy Statement;

(2)	To approve, on an advisory basis, the Company’s executive compensation;

(3)	To ratify the selection of PricewaterhouseCoopers LLP as the independent registered public accountants for the fiscal year ending December 31, 2019;

(4)	To vote on two shareholder proposals if properly presented at the meeting; and

(5)	To transact any other business properly presented at the meeting and at any adjournments or postponements of the meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 15, 2019

Mondelēz International, Inc.’s Proxy Statement and Annual Report on Form 10-K for the year ended

December 31, 2018 are available at http://materials.proxyvote.com/609207.

Time and Date	9:00 a.m. CDT on Wednesday, May 15, 2019
Place	NOAH’S Event Venue 200 Barclay Boulevard Lincolnshire, Illinois 60069
Record Date	March 12, 2019
Voting	Each outstanding share of Class A Common Stock (“Common Stock”) is entitled to one vote on each matter to be voted upon at the Annual Meeting.
Admission	Shareholders should follow the advance registration instructions described in Question 21 on page 93. The deadline for advance registration is 11:59 p.m. EDT on May 14, 2019.

Item			Voting Choices		Board’s Voting Recommendation			More Information
Company Proposals:
Item 1.	Election of 13 Directors		With respect to each nominee: For     Against     Abstain		FOR All Nominees			Page 8
Item 2.	Advisory Vote to Approve Executive Compensation		For     Against     Abstain		FOR			Page 81
Item 3.	Ratification of the Selection of PricewaterhouseCoopers LLP as Independent Registered Public Accountants for Fiscal Year Ending December 31, 2019		For     Against     Abstain		FOR			Page 83
Shareholder Proposals:
Item 4.	Report on Environmental Impact of Cocoa Supply Chain		For     Against     Abstain		AGAINST			Page 85
Item 5.	Consider Employee Pay in Setting Chief Executive Officer Pay		For     Against     Abstain		AGAINST			Page 87
Transact any other business that properly comes before the meeting.

	1

	The Board recommends a vote FOR each of the 13 director nominees listed below

				Membership
Name	Director Since	Primary Occupation	Indepen-dent	Audit	Finance	GMPAC(1)	HRCC(2)
Lewis W.K. Booth Age: 70	2012	Former Executive Vice President and Chief Financial Officer, Ford Motor Company	✓
Charles E. Bunch Age: 69	2016	Retired Executive Chairman, PPG Industries, Inc.	✓
Debra A. Crew Age: 48	2018	Former President and Chief Executive Officer, Reynolds American Inc., British American Tobacco p.l.c.	✓
Lois D. Juliber Age: 70	2007	Former Vice Chairman and Chief Operating Officer, Colgate-Palmolive Company	✓
Mark D. Ketchum Age: 69	2007	Former President and Chief Executive Officer, Newell Rubbermaid Inc.	✓
Peter W. May Age: 76	2018	President and a Founding Partner, Trian Fund Management, L.P.	✓
Jorge S. Mesquita Age: 57	2012	Former Executive Vice President and Worldwide Chairman, Consumer, Johnson & Johnson	✓
Joseph Neubauer Age: 77	2014	Former Chairman of the Board, ARAMARK Corporation	✓	+	+		+
Fredric G. Reynolds Age: 68	2007	Former Executive Vice President and Chief Financial Officer, CBS Corporation	✓
Christiana S. Shi Age: 59	2016	Former President, Direct-to-Consumer, Nike, Inc.	✓
Patrick T. Siewert Age: 63	2012	Managing Director and Partner, The Carlyle Group, L.P.	✓
Jean-François M. L. van Boxmeer Age: 57	2010	Chairman of the Executive Board and Chief Executive Officer, Heineken N.V.	✓
Dirk Van de Put Age: 58	2017	Chairman and Chief Executive Officer, Mondelēz International, Inc.

2	2019 Proxy Statement

12 of our 13 Directors are Independent	Average Tenure of our Independent Directors is 6.2 years

Gender Diversity	Age Diversity

	3

Key Practice/Policy	Benefit to Board and Shareholders
Lead Director. Independent Lead Director has substantive responsibilities: •    engages in planning and approval of meeting schedules/agendas; •    presides over frequent executive sessions of independent directors; and •    consults with major shareholders,	A highly effective and engaged Lead Director: •    enhances independent directors’ input and investors’ perspectives on agendas and discussions; •    fosters candid discussion during regular executive sessions of the independent directors; and •    provides feedback to management regarding the Board’s concerns and information needs.
Majority Independent Board. Mondelēz International requires that all non-management directors be independent. 12 of 13 directors are independent.	Substantial majority of independent directors in the boardroom and fully independent committees effectively oversee management on behalf of shareholders.
Annual Elections. Shareholders elect directors annually by majority vote.	Strengthens Board, committee and individual director accountability.
Special Meeting of Shareholders. By-Laws allow shareholders of record of at least 20% of the voting power of the outstanding stock to call a special meeting of shareholders.	Further strengthens Board accountability and encourages engagement with substantial shareholders regarding important matters.
Proxy Access. By-Laws provide for proxy access on market terms, enabling substantial shareholders to add their nominee(s) to the proxy statement.	Further strengthens Board accountability and encourages engagement with substantial shareholders regarding Board composition.
Regular Self-Assessment. Regular Board, committee and director self-assessments include candid, one-on-one conversations between Governance Committee Chair and each director.	•    Promotes continuous process improvement at the Board and its committees. •    Provides an opportunity to discuss individual directors’ contributions and performance, as well as solicit views on improving Board and committee performance.
Tenure/Retirement. Independent director tenure and retirement policies.	•    Tenure/retirement policies promote ongoing evolution and refreshment. •    Annual self-assessments provide a disciplined mechanism for director input into the Board’s evolution and succession planning process. •    Average tenure for independent directors is approximately six years.
Stock Ownership Requirements. Directors must own shares of our Common Stock in an amount equal to five times the annual Board cash retainer within five years of joining the Board. Distribution of actual shares occurs six months after the director ends his or her service as a director.	•    Aligns directors‘ and shareholders’ long-term interests; and •    Many directors exceed the minimum requirement
Engagement with Shareholders. We engage with shareholders to seek their input on emerging issues and to address their questions and concerns.	During the past year, engaged with a diverse mix of shareholders representing approximately 55% of voting power on various topics including, among others, our leadership transition, executive compensation, strategy, capital allocation, business performance, corporate governance, sustainability and corporate social responsibility. These exchanges were candid and constructive.

4	2019 Proxy Statement

	The Board recommends a vote FOR this Proposal

•

The alignment of the 2018 Compensation of our Chairman and CEO and our other named executive officers with our 2018 performance;

•

The pay-for-performance alignment built into the design of our incentive programs;

•

Our continued evaluation of our executive compensation program;

•

The changes made to our executive compensation program in both 2018 and 2019 that enhance our pay-for-performance culture; and

•

Our continued direct shareholder outreach and response to shareholder concerns.

•

Link pay to performance;

•

Put significant pay at risk based on both short-term and long-term performance;

•

Reward long-term sustainable performance;

•

Target pay at or near the median of our peer group;

•

Set substantive and challenging performance goals; and

•

Require executive officers to acquire and subsequently hold a significant amount of Common Stock.

1.

Attract, retain and motivate talented executive officers and develop world-class business leaders;

2.

Support business strategies that promote superior long-term shareholder returns;

3.

Align pay and performance by making a significant portion of Named Executive Officer (“NEO”) compensation variable and therefore dependent on achieving key financial and other critical strategic and individual goals; and

4.

Align NEO and shareholder interests through significant stock ownership requirements and equity-based incentive grants that link executive compensation to sustained and superior Total Shareholder Return (“TSR”).

•

Annual Cash Incentive Program

•

We achieved an above target financial performance rating of 134% under the 2018 Annual Cash Incentive Program resulting in above target annual incentive payouts to most of our NEOs.

•

Despite the challenging top-line environment, we generated above target Organic Net Revenue Growth as well as above target Adjusted Earnings per Share and Free Cash Flow; however, we performed below target on Adjusted Gross Margin Percent.

•

Performance Share Units (2016-2018 Performance Cycle)

•

We achieved a below target performance rating of 79% for the performance share unit awards subject to the 2016-2018 performance cycle. Our above target performance in 2018 was not able to fully offset the below target performance in 2016 and 2017.

•

We exceeded target on Adjusted Return on Invested Capital Increase but performed below target on Organic Net Revenue Growth and Annualized Relative TSR.

	5

	The Board recommends a vote FOR this Proposal

	The Board recommends a vote AGAINST this Shareholder Proposal

	The Board recommends a vote AGAINST this Shareholder Proposal

6	2019 Proxy Statement

	Visit the website listed on the proxy card/VIF to vote VIA THE INTERNET
	Scan the QR barcode on the proxy card/VIF to vote WITH YOUR MOBILE DEVICE
	Call the telephone number on the proxy card/VIF to vote BY TELEPHONE
	If you received paper copies of your proxy materials, mark, sign, date and return the proxy card in the enclosed envelope to vote BY MAIL

	7

•

general understanding of the varied disciplines relevant to the success of a large, publicly traded company in today’s global business environment;

•

understanding of the Company’s global businesses and markets; and

•

professional expertise and educational background.

•

other factors that promote diversity of views, knowledge and experience, including, among others, gender, race and national origin;

•

whether the individual meets various independence requirements, including whether an individual’s service on boards and board committees of other organizations is consistent with our conflicts of interest policy; and

•

whether the individual can devote sufficient time and effort to fulfill his or her responsibilities to the Company given the individual’s other commitments.

Key Competencies		Relevant Experience
Industry Knowledge vital to understanding and reviewing strategy, including the acquisition of businesses that offer complementary products or services		•      Food and Beverage •      Consumer Products
Significant Operating Experience as current or former executives of large global companies or other large organizations giving directors specific insight into and expertise that will foster active participation in the development and implementation of the Company’s operating plan and business strategy		•      CEO/COO •      Manufacturing Operations •      Retail Operations
Leadership Experience giving directors the ability to motivate, manage, identify and develop leadership qualities in others, as well as strong critical thinking, verbal communication skills, diversity of views and thought processes		•      CEO/COO or Other Leadership Positions at Complex Organizations   •      M&A/Alliances/Partnerships   •      Strategic Planning   •      Talent Assessment and        People Development/Compensation

8	2019 Proxy Statement

Key Competencies		Relevant Experience
Substantial Global Business and other International Experience given the Company’s global presence		•     Developed Markets   •     Emerging Markets   •     New Media/Digital Technology/       E-Commerce   •     Technology/IT Strategy   •     Government Affairs/ Regulatory/Compliance
Accounting and Financial Expertise enabling directors to analyze financial statements, capital structure and complex financial transactions and oversee accounting and financial reporting processes		•     CFO   •     M&A/Alliances/Partnerships   •     Financial Acumen/Capital Markets   •     Cost Management
Product Research, Development and Marketing Experience in food and beverage as well as complementary industries contributing to the identification and development of new food and beverage products and implementation of marketing strategies that will improve performance		•     Consumer Insights/Analytics   •     Research & Development   •     Innovation
Public Company Board and Corporate Governance Experience at large publicly traded companies providing directors with a solid understanding of their extensive and complex oversight responsibilities and furthering the goals of greater transparency, accountability for management and the Board and protection of shareholders’ interests		•     CEO/COO/Other Governance Leadership Positions   •     Government Affairs/Regulatory

•

Non-employee directors will have a tenure limit of 15 years.

•

Non-employee directors will not be nominated for election to the Board after their 75th birthday.

•

However, if a non-employee director aged 70 to 75 is appointed or elected to the Board, then that director will have a tenure limit of five years.

	9

10	2019 Proxy Statement

the Board recommends shareholders vote FOR the election

of each of the 13 DIRECTOR nominees LISTED BELOW.

	11

12	2019 Proxy Statement

	13

14	2019 Proxy Statement

	15

16	2019 Proxy Statement

	17

 

 

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Corporate Governance  

Our Board is committed to corporate governance practices that promote and protect the long-term interests of our shareholders. We design our corporate governance practices to provide a robust and balanced framework for the Board in upholding its fiduciary responsibilities and to promote accountability with, and trust in, the Company. Our Board believes that having and adhering to a strong corporate governance framework is essential to our long-term success. This section describes our governance policies, key practices, Board leadership structure and oversight functions.

Governance Guidelines

Key Elements of our Governance Framework, Practices and Policies Enhance our Board’s Effectiveness and Accountability to Shareholders

The Guidelines articulate our governance philosophy, practices and policies in a range of areas, including the Board’s role and responsibilities, Board composition and structure, responsibilities of the Board’s committees, CEO and Board performance evaluations and succession planning. At least annually, the Governance Committee reviews the Guidelines and recommends any changes to the Board for its consideration.

 

 

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  Corporate Governance  

 

 

 

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  Corporate Governance  

 

Director Onboarding and Education

We provide new directors with a substantive onboarding program. They meet with numerous executives to learn about different aspects of the Company’s operations. They are invited to attend various Board committee meetings prior to joining any committees. Once they are appointed to committees, they meet with the Company officers who support those committees.

During their service, Directors have opportunities to meet and talk with our employees during Board visits to Company facilities and during Board and committee meetings. In recent years, individual directors have taken the opportunity to experience our Direct Store Delivery model by riding along as one of our drivers covers an assigned route, to meet with employees involved in our e-commerce initiatives and to observe a Line of the Future during production.

In addition, the Company supports director participation in continuing education programs. The Company reimburses directors for reasonable costs associated with attendance.

Board Leadership Structure

The Board has a duty to act as it believes to be in the best interests of the Company and its shareholders, including determining the leadership structure that will best serve those interests. The By-Laws provide the Board flexibility in determining its leadership structure. The Board may determine that the CEO also serves as Chairman, but if it does so, the independent directors also appoint an independent Lead Director with substantive responsibilities. Within this framework, the Board determines the most appropriate leadership structure at a given time in light of the Company’s needs and circumstances, as described below.

The Board recognizes the importance of the Company’s leadership structure to our shareholders and regularly receives and considers input on the topic obtained through engagement with our shareholders. Many have expressed the opinion that there is no “one size fits all” solution for leadership structure.

In considering which leadership structure will allow it to carry out its responsibilities most effectively and best represent shareholders’ interests, the Board takes into account various factors. Among them are our specific business needs, our operating and financial performance, industry conditions, economic and regulatory environments, the results of Board and committee annual self-assessments, the advantages and disadvantages of alternative leadership structures based on circumstances at that time, shareholder input and our corporate governance practices.

Board’s Current Leadership Structure Provides Independent Leadership and Management Oversight

Mr. Neubauer has served as Lead Director since 2018. The Lead Director serves annual terms, subject to re-appointment by the independent directors. The independent directors selected Mr. Neubauer because he is well-positioned to lead a high-performing Board by keeping it focused, coordinating across committees and ensuring effective information flow to the directors. He is also building a productive relationship between the Board and Mr. Van de Put by providing him with candid, constructive feedback from the Board. Finally, he serves as a contact person for our shareholders.

The Board carefully considered its leadership structure, including whether the role of Chairman should be a non-executive position or combined with that of the CEO. Following due consideration, the Board concluded that combining these roles best positions Mr. Van de Put to promote shareholders’ interests and contribute to the Board’s efficiency and effectiveness because of his knowledge of the Company and food industry and the competitive environment in which we operate. The Board also believes that he is in the best position at this time to promote the alignment of our strategic and business plans, inform the Board about our global operations and critical business matters including oversight of the Company’s risk management process, and discuss with the Board key risks and management’s responses to them.

Because of their ability and commitment to working closely together, the Board believes that our independent Lead Director, committee chairs and Mr. Van de Put provide appropriate leadership and oversight of the Company and facilitate effective functioning of both the Board and management.

 

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  Corporate Governance  

 

Independent Lead Director Role and Responsibilities

The Board believes that independent Board leadership and oversight are vital to the Board’s effectiveness, which is why it established the substantive and expansive position of independent Lead Director. The independent directors annually select the Lead Director for a one-year term. The Board created the Lead Director position to provide strong leadership of the Board’s affairs on behalf of shareholders, increase the Board’s effectiveness, promote open communication amongst the independent directors and serve as the principal liaison between the Chairman and the other independent directors.

The Lead Director has significant authority and responsibilities with respect to the operation of the Board that serve to protect shareholders’ interests by promoting strong management oversight and accountability. Under the Guidelines, the Lead Director, in consultation with the other independent directors, has the following substantive duties and responsibilities:

Director Independence

All directors are independent except for our Chairman and CEO

The Guidelines require that at least 80% of the directors meet the Nasdaq listing standards’ independence requirements. In order to determine that a director is independent, the Board must affirmatively determine, after reviewing all relevant information, that a director has no relationship with Mondelēz International or any of its subsidiaries that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

The Board determined that, under Nasdaq’s listing standards’ independence requirements, the following directors are independent: Lewis W.K. Booth, Charles E. Bunch, Debra A. Crew, Lois D. Juliber, Mark D. Ketchum, Peter W. May, Jorge S. Mesquita, Joseph Neubauer, Fredric G. Reynolds, Christiana S. Shi, Patrick T. Siewert and Jean-François M. L. van Boxmeer. The Board also determined that Nelson Peltz, former director, was independent during the time that he served as a director.

Mr. Van de Put is not independent because he is a Mondelēz International employee. Irene B. Rosenfeld, former director, was not independent because she was a Mondelēz International employee.

Oversight of Risk Management

Our business faces various risks, including strategic, financial, operational and compliance risks:

 

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  Corporate Governance  

 

Our ERM process is ongoing and implemented at all levels of our operations and across business units to identify, assess, monitor, manage and mitigate risk. Our ERM process facilitates open communication between management and the Board so that the Board and committees understand key risks to our business and performance, our risk management process and how it is functioning, the participants in the process and the information gathered through the process. The Audit Committee annually reviews the functioning of our ERM process as well as the results of our annual ERM risk assessment.

Annually, the Audit Committee reviews and approves management’s recommendation for allocating to the full Board or another committee or retaining for itself responsibility for reviewing and assessing key risk exposures and management’s response to those exposures. Management provides reports to the Board or the appropriate committee in advance of meetings regarding key risks and the actions management has taken to monitor, control and mitigate these risks. Management also attends Board and committee meetings to discuss these reports and provide any updates. The committees report key risk discussions to the Board following their meetings. Board members may also further discuss the risk management process directly with members of management.

During 2018, the Board and committees reviewed and assessed risks related to our business and operations as shown below. The Board annually reviews and sometimes reallocates responsibilities amongst committees. Accordingly, the allocation of responsibilities and/or descriptions of risk categories shown in this table may change during 2019.

 

 

(1) For a discussion about risk oversight relating to the compensation programs, see “Board Committees and Membership – Human Resources and Compensation Committee – How the Compensation Committee Manages Compensation-Related Risk.”

 

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  Corporate Governance  

 

Codes of Conduct

Code of Business Conduct and Ethics for Non-Employee Directors

We have adopted the Code of Business Conduct and Ethics for Non-Employee Directors. It fosters a culture of honesty and integrity, focuses on areas of ethical risk, guides non-employee directors in recognizing and handling ethical issues and provides mechanisms to report unethical conduct. Annually, each non-employee director must acknowledge in writing that he or she has received, reviewed and understands the Code of Business Conduct and Ethics for Non-Employee Directors.

Code of Conduct

We have adopted the Code of Conduct that applies to all our employees (the “Code of Conduct”). The Code of Conduct reflects values and contains important rules employees must follow when conducting business. The Code of Conduct is part of our global compliance and integrity program. The program provides training throughout the Company and encourages reporting of wrongdoing by offering anonymous reporting options and a non-retaliation policy.

We intend to disclose in the Corporate Governance section of our website any amendments to the Code of Business Conduct and Ethics for Non-Employee Directors or Code of Conduct and any waiver granted to an executive officer or director under these codes.

Governance Documents

To learn more about our corporate governance practices, you can access the following corporate governance documents at www.mondelezinternational.com/investors/corporate-governance. We will also provide copies of any of these documents to shareholders upon written request to the Corporate Secretary.

You can access the Code of Conduct at www.mondelezinternational.com/about-us/compliance-and-integrity.

Review of Transactions with Related Persons

Related Person Transactions Policy and Procedures

The Board has adopted a written policy regarding “related person transactions.” In general, “related persons” are the following persons and their immediate family members: directors, executive officers and shareholders beneficially owning more than 5% of the outstanding Common Stock. A related person transaction is one in which Mondelēz International is a participant, the amount involved exceeds $120,000 and any related person had, has or will have a direct or indirect material interest. The Governance Committee reviews transactions that might qualify as related person transactions. If the Governance Committee determines that a transaction qualifies as a related person transaction, then the Governance Committee reviews and approves, disapproves or ratifies the transaction. The Governance Committee approves or ratifies only those related person transactions that are fair and reasonable to Mondelēz International and in our shareholders’ best interests. When it is not practicable or desirable to delay review of a transaction until a committee meeting, the chair of the Governance Committee reviews and approves or ratifies potential related person transactions and reports to the Governance Committee any transaction so approved or ratified. When reviewing and acting on a related person transaction under this policy, the Governance Committee considers, among other things:

 

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  Corporate Governance  

 

Any member of the Governance Committee who is a related person with respect to a transaction under review may not participate in the deliberations or decisions regarding the transaction.

Review of Related Person Transactions Since January 1, 2018

On February 6, 2019, BlackRock, Inc. (“BlackRock”), an investment management corporation, filed a Schedule 13G/A with the SEC reporting that it was a greater than 5% shareholder of the Company as of December 31, 2018. During 2018, BlackRock acted as an investment manager with respect to certain investment options under our U.S., Canadian and Puerto Rican retirement savings plans and Canadian, Irish and U.K. pension plans. BlackRock was selected as an investment manager by each plan’s designated authority for plan investments. BlackRock’s selection was based on the determination of each plan’s designated authority that the selection met applicable standards and that the fees were reasonable and appropriate. BlackRock’s fees were approximately $3.0 million during 2018. Each of the plans for which Blackrock performed services paid the fees for those services from its assets. The plans expect to pay similar fees to BlackRock during 2019 for similar services. Fees, based on plan asset value, are paid quarterly on a lagging basis.

Shareholder Outreach and Communications with the Board

As part of our effort to understand better our shareholders’ perspectives, we regularly engage with our shareholders, seeking their input and perspectives on various matters. During 2018 and 2019, non-employee directors and members of senior management conducted comprehensive shareholder engagement, which included outreach to shareholders in the aggregate representing approximately 55% of our outstanding stock. In addition, we engaged with shareholders at roundtables and corporate governance forums. We discussed a variety of topics, including the Company’s business strategy, executive compensation and environmental, social and governance matters. These discussions were very productive and we appreciate that our shareholders took the time to share their perspectives and questions with us.

Interested parties may directly contact the Board, the Lead Director, any of the independent directors or any committee of the Board regarding matters relevant to the Board’s duties and responsibilities. Information about how to do so is available at www.mondelezinternational.com/Investors/corporate-governance#contacts.

The Corporate Secretary:

The Lead Director is available for consultation with our major shareholders.

 

 

 

 

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Board Committees and Membership

The Governance Committee considers and makes recommendations to the Board regarding the Board’s committee structure and membership.

Throughout 2018, the Board had, and it currently has, four standing committees: Audit, Finance, Governance and Compensation. The Board periodically reviews and rotates committee memberships. Accordingly, the membership shown in this table may change during 2019.

Committee Membership

 

 

+ As Lead Director, Mr. Neubauer is an ex-officio non-voting member of all committees of which he is not a member.

* In addition, the Finance Committee acted twice by unanimous written consent and the Compensation Committee acted once by unanimous written consent.

⁽¹⁾ As of May 16, 2018, the Board appointed Ms. Crew and Mr. May to the Committees noted above, Mr. Mesquita was appointed to the Governance Committee and Mr. Neubauer was appointed Lead Director, replacing Mr. Ketchum.

 

 

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  Board Committees and Membership  

 

Meeting Attendance

Directors are expected to attend all Board meetings, the Annual Meeting and all meetings of the committees on which they serve. We understand, however, that occasionally a director may be unable to attend a meeting,

Audit Committee

The Board established the Audit Committee in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934 (the “Exchange Act”). The Board has determined that all of the Audit Committee members are independent within the meaning of the Nasdaq listing standards and Rule 10A-3 of the Exchange Act. The Board also determined that all Audit Committee members are able to read and understand financial statements in accordance with Nasdaq listing standards and are financially literate in accordance with the New York Stock Exchange listing standards. The Board has determined that Fredric G. Reynolds and Patrick T. Siewert are “audit committee financial experts” within the meaning of SEC regulations and have financial sophistication in accordance with Nasdaq listing standards. No Audit Committee member received any payments in 2018 from us other than compensation for service as a director.

Under its charter, the Audit Committee is responsible for overseeing our accounting and financial reporting processes and audits of our financial statements. The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of our independent registered public accountants, including review of their qualifications, independence and performance.

Among other duties, the Audit Committee also oversees:

The Audit Committee has established procedures for the receipt, retention and treatment, on a confidential basis, of any complaints we receive. We encourage employees and third-party individuals and organizations to report concerns about our accounting controls, auditing matters or anything else that appears to involve financial or other wrongdoing. To report such matters, please visit www.mondelezinternational.com/about-us/compliance-and-integrity for information about reporting options.

 

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  Board Committees and Membership  

 

 

 

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  Board Committees and Membership  

 

Pre-Approval Policies

The Audit Committee’s policy is to pre-approve all audit and non-audit services provided by the independent registered public accountants. These services may include audit services, audit-related services, tax services and other permissible non-audit services. The pre-approval authority details the particular service or category of service that the independent registered public accountants will perform. Management reports to the Audit Committee on the actual fees charged by the independent registered public accountants for each category of service.

During the year, circumstances may arise when it becomes necessary to engage the independent registered public accountants for additional services not contemplated in the original pre-approval authority. In those instances, the committee approves the services before we engage the independent registered public accountants. In case approval is needed before a scheduled committee meeting, the committee has delegated pre-approval authority to its Chair. The Chair must report on such pre-approval decisions at the committee’s next regular meeting.

The Audit Committee pre-approved all 2018 audit and non-audit services provided by the independent registered public accountants.

Independent Registered Public Accountants’ Fees

Aggregate fees for professional services rendered by our independent registered public accountants, PricewaterhouseCoopers LLP, for 2018 and 2017 were:

 

 

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  Board Committees and Membership  

 

Audit Fees include (a) the integrated audit of our consolidated financial statements, including statutory audits of the financial statements of our affiliates and our internal control over financial reporting and (b) the reviews of our unaudited condensed consolidated interim financial statements (quarterly financial statements).

Audit-Related Fees include professional services in connection with employee benefit plan audits and procedures related to various other audit and special reports.

Tax Fees include professional services in connection with tax compliance and advice.

All Other Fees include professional services in connection with seminars and compliance reviews.

All fees above include out-of-pocket expenses.

Finance Committee

The Board has determined that all of the Finance Committee members are independent within the meaning of the Nasdaq listing standards. The Finance Committee’s charter sets out its responsibilities, which include reviewing and making recommendations to the Board on significant financial matters, including:

The Finance Committee also reviews and discusses with management:

Governance, Membership and Public Affairs Committee

The Board has determined that all of the Governance Committee members are independent within the meaning of the Nasdaq listing standards. The Governance Committee’s charter sets out its responsibilities. Among its responsibilities are:

 

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  Board Committees and Membership  

 

Political Activity and Governance

We maintain a robust governance framework for overseeing our political activities. We do so responsibly and transparently, with priority on compliance with federal, state and local laws. The Governance Committee oversees our policies and programs related to corporate citizenship and public policy issues significant to the Company. As our success depends on sound public policies, we regularly work with government officials regarding matters of concern in accordance with applicable laws and regulations.

 

Mondelēz International has proud history of involvement in the communities where employees live and work, including participation in the political process to support policies that impact our communities, employees and businesses. We provide comprehensive disclosure of political activity through our website (www.mondelezinternational.com/investors/corporate-governance/board-responsibilities-leadership/board-oversight) reflecting our policies and procedures for making political contributions and expenditures. In addition, the website provides information on our lobbying activities and a link to the lobbying disclosure reports we file with the U.S. Congress. A list of trade associations to which we pay dues of over $50,000 annually, including the portion of dues attributable to lobbying, can also be found on our website. As demonstrated by the robustness of our reporting, we are firmly committed to providing shareholders with transparency over our political activities.

Human Resources and Compensation Committee

Human Resources and Compensation Committee Independence, Interlocks and Insider Participation

The Board determined that all Compensation Committee members are independent within the meaning of the Nasdaq listing standards, including the heightened independence criteria for Compensation Committee members. All are “non-employee” directors under SEC rules and outsider directors under the Internal Revenue Code of 1986, as amended (the “Code”). None of the Compensation Committee’s members are or were:

Responsibilities

The Compensation Committee’s charter sets out its responsibilities. Among its responsibilities are to:

 

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  Board Committees and Membership  

 

The Compensation Committee has the authority to delegate any of its responsibilities to the committee’s Chair, another Compensation Committee member or a subcommittee of Compensation Committee members, unless prohibited by law, regulation or any Nasdaq listing standard.

The Compensation Committee’s Use of an Independent Compensation Consultant

The Compensation Committee retains an independent compensation consultant to assist in evaluating executive compensation programs and advise regarding the amount and form of executive and director compensation. It uses a consultant to provide additional assurance that our executive and director compensation programs are reasonable, competitive and consistent with our objectives. It directly engages the consultant under an engagement letter that the Compensation Committee reviews at least annually.

Since September 2009, the Compensation Committee has retained Compensation Advisory Partners LLC (“CAP”) as its independent compensation consultant. Annually, the Compensation Committee reviews CAP’s engagement. During 2018, CAP provided the Compensation Committee advice and services, including:

 

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  Board Committees and Membership  

 

For the year ended December 31, 2018, CAP provided no services to Mondelēz International other than consulting services to the Compensation Committee regarding executive and non-employee director compensation.

At least annually, the Compensation Committee reviews the current engagements and the objectivity and independence of the advice that CAP provides to it on executive and non-employee director compensation. The Compensation Committee considered the six specific independence factors adopted by the SEC and Nasdaq and determined that CAP is independent and CAP’s work did not raise any conflicts of interest.

Executive Officers Have a Limited Role in the Compensation Committee’s Determination of Executive Compensation and Recommendations to the Board Regarding Non-Employee Director Compensation

 

The Compensation Committee’s Role in Management Succession Planning and Development

 

Succession planning for senior management positions, which facilitates continuity of leadership over the long-term, is critical to our success and important at all levels within our organization. Our Board’s involvement in leadership development and succession planning is systematic, strategic and continuous. The Compensation Committee oversees the development and retention of senior management talent while also maintaining an appropriate succession plan for our CEO. Additionally, the Board has contingency plans for emergencies such as the death or disability of the CEO.

 

The Compensation Committee, together with the CEO, regularly reviews senior management talent, including readiness to take on additional leadership roles and developmental opportunities needed to prepare leaders for greater responsibilities. The CEO also provides a regular review to the Compensation Committee of the executive leadership team. While the Compensation Committee has the primary responsibility to develop succession plans for the CEO position, it annually reports to the Board and decisions are made at the Board level. Potential leaders interact with Board members through formal presentations and during informal events. More broadly, the Board is updated on key talent indicators for the overall workforce, including diversity, recruiting and development programs.

 

How the Compensation Committee Manages Compensation-Related Risk

As it does each year, in 2018, the Compensation Committee evaluated whether our compensation designs, policies and practices operate to discourage our executive officers and other employees from taking unnecessary or excessive risks. As described in the “Compensation Discussion and Analysis,” we design our compensation to incentivize executives and other employees to achieve the Company’s financial and strategic goals as well as individual performance goals that promote long-term shareholder returns. Our compensation design discourages our executives and other employees from taking excessive risks for short-term benefits that may harm the Company and our shareholders in the long-term. The Compensation Committee uses various strategies to mitigate risk, including:

 

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  Board Committees and Membership  

 

In addition, the Audit Committee oversees our ethics and compliance programs that educate executives and other employees on appropriate behavior and the consequences of inappropriate actions. These programs not only drive compliance and integrity but also encourage employees with knowledge of bad behavior to report concerns by providing multiple reporting avenues while protecting reporting employees against retaliation.

CAP also reviewed the Compensation Committee’s risk analysis, including the underlying procedures, and confirmed the Compensation Committee’s conclusion below.

In light of these analyses, the Compensation Committee believes that our compensation programs do not create risks that are reasonably likely to have a material adverse effect on the Company.

 

Governance Framework Around the Use of EPS in Our Incentive Programs

 

The Compensation Committee believes it is appropriate to base executive compensation on performance metrics that align with our external reporting framework and how shareholders and other stakeholders measure our performance. Accordingly, the EPS metric we use in our incentive programs, like our external targets, accounts for our capital allocation plans for the year, including expected share repurchases. The Compensation Committee recognizes there are differing views among investors as to whether share repurchases should be factored into EPS targets in executive compensation programs, but believes our robust governance and compensation practices mitigate the risk that an executive would act imprudently. Specifically,

 

 

 

 

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Compensation of Non-Employee Directors

Review of Non-Employee Director Compensation

Our Compensation Committee reviews non-employee director compensation to confirm the compensation we offer is market appropriate without being excessive. To support the Compensation Committee’s review, as requested, CAP:

Using CAP’s assessment, the Compensation Committee determines whether to recommend the Board make any changes to the compensation for the non-employee directors. No changes were made to non-employee director compensation for 2018.

Summary of 2018 Compensation Elements

 

We do not pay non-employee directors any meeting fees.

We also do not pay a Company employee who serves as a director any additional compensation for serving as a director. Currently, Dirk Van de Put is the only director who is a Company employee.

 

Plan Limits on Non-Employee Director Grants

Our shareholder-approved Amended and Restated 2005 Performance Incentive Plan (the “Equity Plan”) caps the maximum fair market value of Common Stock grants made to any non-employee director in any calendar year at $500,000. All stock grants made in 2018 to non-employee directors were significantly below this amount. See the “2018 Non-Employee Director Compensation” and “2018 Non-Employee Director Equity Awards” tables for specific values.

Cash Compensation – Board, Lead Director and Committee Chair Retainers

We pay our non-employee directors their cash retainers quarterly. The Mondelēz International, Inc. 2001 Compensation Plan for Non-Employee Directors allows directors to defer 25%, 50%, 75% or 100% of their cash retainers into notional unfunded accounts. These accounts mirror certain of the investment options under the Thrift 401(k) Plan offered to U.S. salaried employees.

If the Board appoints a non-employee director during the year (i.e., other than at the annual meeting of shareholders), we pay that director prorated compensation for the balance of the year. We prorate cash compensation based on the number of days remaining in the calendar year.

 

 

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  Compensation of Non-Employee Directors  

 

Equity Compensation – Annual Equity Grant

We make annual equity grants to our non-employee directors following the annual meeting of shareholders. In order to align directors’ interests with shareholders during the directors’ service, grants are in the form of vested deferred stock units. We distribute actual shares six months after the director ends his or her service as a director. When we pay a dividend on our Common Stock, we accrue the value of the dividends that we would have paid on the deferred stock units. Six months after the director ends his or her service as a director, we issue shares to the director equal to the accumulated accrued value.

If the Board appoints a non-employee director during the year (i.e., other than at the annual meeting of shareholders), we prorate the annual equity grant value based on the number of months until the next annual meeting of shareholders over a denominator of twelve months.

Director Stock Ownership Guidelines

To align our non-employee directors’ and our shareholders’ interests, we expect our non-employee directors to hold shares of our Common Stock. Our expectations are as follows:

 

If a non-employee director does not meet these ownership expectations, the Lead Director will consider the non-employee director’s particular situation and may take action as deemed appropriate. As of March 12, 2019, each director serving for at least five years met or exceeded the ownership expectation.

Company Match for Director Charitable Contributions

Non-employee directors are eligible to participate in the Mondelēz International Foundation (the “Foundation”) Matching Gift Program. Each year, the Foundation will generally match up to $15,000 in contributions by a non-employee director to any 501(c)(3) non-profit organization(s).

 

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  Compensation of Non-Employee Directors  

 

 

2018 Non-Employee Director Compensation

(1) Includes all retainer fees earned or deferred pursuant to the 2001 Compensation Plan for Non-Employee Directors.

(2) The amounts shown in this column represent the full grant date fair value of the deferred stock unit grants in 2018 as computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. Assumptions used in the calculation of these amounts are included in Note 11 to the consolidated financial statements contained in our 2018 Form 10-K. The deferred stock units are immediately vested, but receipt of the shares is deferred until six months after the director no longer serves on the Board. The 2018 Non-Employee Director Equity Awards Table provides further detail on the non-employee director grants made in 2018 and the number of stock awards outstanding as of December 31, 2018.

(3) Represents Foundation contributions made as part of the Foundation Matching Gift Program. Annual match limits are based on gift date, not the match date by the Foundation. As such, the amounts reflected may represent gifts that directors made in 2017 but the Foundation did not match until 2018.

(4) In accordance with our policy, Ms. Crew and Mr. May each received two deferred stock unit grants in 2018. In connection with their respective appointments as directors effective March 1, 2018, they each received a prorated deferred stock unit grant of 1,003 units. In addition, each received the annual deferred stock unit grant of 4,429 units on May 16, 2018 simultaneously with all of the other non-employee directors in connection with the 2018 annual meeting of shareholders.

(5) Effective March 1, 2018, Mr. Peltz concluded his service on the Board. His 2018 retainer payment was prorated based on the date his term ended. He did not receive an annual equity grant during 2018.

 

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  Compensation of Non-Employee Directors  

 

2018 Non-Employee Director Equity Awards

(1) The amounts shown in this column represent the full grant date fair value of the deferred stock units granted in 2018 as computed in accordance with FASB ASC Topic 718.

(2) In accordance with our policy, Ms. Crew and Mr. May each received two deferred stock unit grants in 2018. In connection with their respective appointments as directors effective March 1, 2018, they each received a prorated deferred stock unit grant of 1,003 units. In addition, each received the annual deferred stock unit grant of 4,429 units on May 16, 2018 simultaneously with all of the other non-employee directors in connection with the 2018 annual meeting of shareholders.

 

 

 

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Compensation Discussion and Analysis

 

We delivered key financial and strategic commitments in 2018:

 

 

We announced an 18% dividend per share increase in the third quarter of 2018 and returned $3.4 billion of capital to shareholders while continuing to invest in our business. We believe the compensation paid to our named executive officers for 2018 appropriately reflects and rewards their contribution to our performance.

 

Our results demonstrate the power of our brands, the strength of our global footprint and the potential of our strategic plan. In September 2018, we unveiled our new strategy to position us to lead the snacking industry. Our new strategy has three key pillars centered around:  

To accelerate our top line, we are emphasizing volume-driven growth and more agile innovation. In addition, we are increasing investment across both local and global brands, as well as pursuing opportunities to expand into faster growing channels and geographies. Our new strategy also includes a focus on operational excellence across the entire organization. We intend to drive end-to-end improvements in our processes and systems to make us more efficient. We are building a winning growth culture with a “local first” commercial approach that emphasizes speed, innovation and sustainable growth and profitability metrics that are aligned with our overall financial goals, which we believe will generate attractive long-term returns.

To drive our goals, we will focus on changing our ways of working, which includes shifting more decision making down to a local level, reducing complexity, increasing our test and learn approach to innovation and creating a reward structure that is fully aligned with our growth objectives.

To align our reward structure with our new strategy, our 2019 compensation program will emphasize Organic Volume (sales volume that excludes the impact of acquisitions and divestitures) and Organic Net Revenue Growth, Adjusted Gross Profit and Adjusted Operating Income (“OI”) dollar growth (or Adjusted EPS for Corporate) at planned foreign exchange rates and Free Cash Flow. We will shift focus from Adjusted Gross Margin Percent to Adjusted Gross Profit dollars and increase investments to drive growth. As we are targeting high single-digit Adjusted EPS growth over the long term, Adjusted OI dollar growth will be an important measure. To incent a high quality of results, market share will return as an overlay in the Annual Incentive Program. See “Changes to our Executive Compensation Program” for more specific detail on the changes made to support our new strategy.

This Compensation Discussion and Analysis explains the guiding principles and practices upon which our executive compensation program is based as well as the compensation paid to our 2018 named executive officers: