8-KLeadership ChangesExhibits & Filings

Mondelez International, Inc. 8-K Report, Executive Changes (Jun 19, 2018)

Filed June 19, 2018For Securities:MDLZ

Summary

Mondelēz International, Inc. (MDLZ) announced a significant leadership change in its finance department via an 8-K filing on June 19, 2018. Luca Zaramella has been appointed Executive Vice President and Chief Financial Officer, effective August 1, 2018, succeeding Brian T. Gladden. Mr. Zaramella brings extensive experience within Mondelēz, having held various senior finance roles since 2011, most recently as Senior Vice President Corporate Finance, CFO Commercial and Treasurer. This transition is accompanied by detailed compensation arrangements for Mr. Zaramella, including a base salary of $700,000, a target annual incentive of 100% of base salary, and a significant annual equity grant valued at $2,500,000, plus a special performance-based equity grant of $1,000,000 upon appointment. The filing also outlines the terms of Mr. Gladden's departure, including a pro-rated incentive award contingent upon compliance with restrictive covenants and forfeiture of unvested equity.

Key Highlights

  • 1Effective August 1, 2018, Luca Zaramella will assume the role of Executive Vice President and Chief Financial Officer.
  • 2Brian T. Gladden is departing as CFO effective August 1, 2018.
  • 3Mr. Zaramella, age 49, has a long tenure with Mondelēz, holding various senior finance positions since 2011.
  • 4Mr. Zaramella's new compensation package includes a $700,000 base salary, 100% target annual incentive, and an annual equity grant valued at $2,500,000.
  • 5A special performance-based equity grant of $1,000,000 (split between performance share units and stock options) will be awarded to Mr. Zaramella upon appointment.
  • 6Mr. Gladden will receive a pro-rated 2018 incentive award, subject to performance and adherence to restrictive covenants.
  • 7Mr. Gladden will forfeit all unvested equity awards upon his departure.

Frequently Asked Questions

Luca Zaramella has been appointed as the new Executive Vice President and Chief Financial Officer, effective August 1, 2018.

Brian T. Gladden announced his departure, effective August 1, 2018, and is transitioning his role to Mr. Zaramella. The specific reasons for his departure are not detailed beyond his announcement to leave.

Mr. Zaramella has extensive experience within Mondelez, having served in various senior finance roles since October 2011, including Senior Vice President Corporate Finance, CFO Commercial and Treasurer, Interim Lead Finance North America, Senior Vice President and Corporate Controller, and Senior Vice President, Finance of Mondelez Europe.

Mr. Zaramella's compensation includes an annual base salary of $700,000, a target annual incentive of 100% of his base salary, and an annual equity grant with a target value of $2,500,000. Additionally, he will receive a one-time performance-based equity grant totaling $1,000,000.

Mr. Gladden will receive a pro-rated 2018 Annual Incentive Plan award, payable in the first quarter of 2019 if the company achieves threshold performance. This payment is contingent upon his compliance with restrictive covenants, including non-compete and non-solicitation clauses. He will forfeit all unvested equity grants.