Organization: Mondelez International, Inc.

Year: 2020

Whereas: 0

Resolved: Resolved: Shareholders of Mondelez International, Inc. request that the Compensation Committee ofthe Board of Directors take into consideration the pay grades and/or salary ranges of all classifications of Companyemployees when setting target amounts for CEO compensation. The Compensation Committee should describe in theCompany's proxy statements for annual shareholder meetings how it complies with this requested policy. Compliancewith this policy is excused if it will result in the violation of any existing contractual obligation or the terms of any existingcompensation plan.

Supporting Statement:This proposal encourages the Compensation Committee to consider whether the CEO'scompensation is internally aligned with the Company's pay practices for its other employees. Under this proposal, theCompensation Committee will have discretion to determine how other employees' pay should influence CEOcompensation. This proposal does not require the Compensation Committee to use employee pay data in a specific wayto set CEO compensation. The Compensation Committee also will retain authority to use peer group benchmarks.Like at many companies, our Company's Compensation Committee has used peer group benchmarks of what othercompanies pay their CEOs to set its target CEO compensation. These target pay amounts are then subject toperformance adjustments. To ensure that our Company's CEO compensation is reasonable relative to our Company'soverall employee pay philosophy and structure, we believe that the Compensation Committee should also consider thepay grades and/or salary ranges of Company employees when setting CEO compensation target amounts.Over time, using peer group benchmarks as the primary measure to set CEO compensation targets can lead to payinflation. Although many companies target CEO compensation at the median of their peer group, certain companies havetargeted their CEO's pay above median. In addition, peer groups can be cherry-picked to include larger or moresuccessful companies where CEO compensation is higher. (Charles Elson and Craig Ferrere, Executive Superstars, PeerGroups and Overcompensation, Journal of Corporation Law, Spring 2013).High levels of CEO pay relative to other employees may hurt organizational performance. High pay disparities betweenCEOs and other senior executives can undermine collaboration and teamwork. High levels of CEO pay can alsonegatively affect the morale and productivity of employees who are not senior executives. According to a recent MSCIstudy, labor productivity as measured by sales per employee was lower for companies with higher pay gaps. (SamuelBlock, Income Inequality and the Intracorporate Pay Gap, MSCI, April 2016).We believe that shareholders have expressed concern about our Company's high levels of CEO pay. Only 56 percent ofshareholders voted in favor of Company's advisory vote on executive compensation at the 2019 annual meeting. TheCompany's disclosed CEO to median employee pay ratio increased from 403 to 1 in 2017 to 489 to 1 in 2018. Thedisclosed annual total compensation of the Company's median employee fell from $42,893 in 2017 to $30,639 in 2018.For those reasons, we urge you to vote in favor of this proposal.