Separate Chair & CEO | Interfaith Center on Corporate Responsibility

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<h4>Resolution Details</h4>
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<strong>Company:</strong>
<p>Mondelez International, Inc.</p>
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<strong>Year:</strong>
<p>2026 </p>
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<strong>Issue Area:</strong>
<p>Corporate Governance </p>
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<strong>Focus Area:</strong>
<p>Independent Board Chairs </p>
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<strong>Status:</strong>
<p>Filed</p>
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<h2>Resolution Text</h2>
<p><strong>RESOLVED</strong>: Shareholders request that the Board of Directors adopt an enduring policy, and amend the governing documents as necessary including the Corporate Governance Guidelines in order that 2 separate people hold the office of the Chairman and the office of the CEO as soon as possible.</p>
<p><strong>SUPPORTING STATEMENT</strong>:</p>
<p dir=”ltr”>The Chairman of the Board shall be an Independent Director. An independent Lead Director shall not be a substitute for an independent Board Chairman.<br> <br>The Board shall have the discretion to select an interim Chairman of the Board, who is not an Independent Director, to serve while the Board is required to seek an Independent Chairman of the Board on an accelerated basis. This policy could be phased in when there is a contract renewal for our current CEO or for the next CEO transition although it is better to adopt it now to obtain the maximum benefit.</p>
<p dir=”ltr”>An independent Board Chairman at all times improves corporate governance by bringing impartiality, objective oversight, and external expertise to board decisions, mitigating conflicts of interest, enhancing transparency, and boosting shareholder confidence. </p>
<p dir=”ltr”>This detached perspective allows the chairman to focus on shareholder interests, strengthen management accountability, and provide critical checks and balances, ultimately contributing to long-term sustainability and credibility. </p>
<p dir=”ltr”>An independent Board Chairman could also help Mondelez International (MDLZ) deal with future headwinds like those that emerged in 2025:</p>
<p dir=”ltr”>MDLZ faced significant pressure and criticism from British lawmakers and the B4Ukraine campaign for failing to exit the Russian market following the invasion of Ukraine. By continuing to operate and pay taxes in Russia, critics argued MDLZ was “in essence funding Russia’s war machine.”</p>
<p dir=”ltr”>The Rainforest Action Network (RAN) and other NGOs protested MDLZ at its May 2025 shareholder meeting, accusing MDLZ of continuing to profit from the destruction of critical forests and the violation of Indigenous communities’ rights.</p>
<p dir=”ltr”>MDLZ faced backlash from civil society groups for requesting a delay to the European Union Deforestation Regulation (EUDR), arguing the sector needed more time to prepare administratively. Campaigners argued that a delay would weaken the law’s effectiveness.</p>
<p dir=”ltr”>The San Francisco City Attorney filed a first-of-its-kind lawsuit against MDLZ and other major food manufacturers, alleging they engineered and marketed “addictive and harmful” ultra-processed foods, thereby creating a public health crisis. The suit seeks to stop deceptive marketing and obtain financial penalties to address associated healthcare costs.</p>
<p dir=”ltr”>MDLZ faced criticism from financial analysts and investors after it cut its 2025 adjusted earnings per share (EPS) forecast twice during the year, citing high cocoa costs, general inflation, and softening consumer demand (especially in North America and Europe).</p>
<p dir=”ltr”>The cut in the profit outlook suggested MDLZ was struggling to pass on elevated input costs to price-sensitive consumers, leading to margin pressure and a decline in net income.</p>

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<h3>Lead Filer</h3>
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<div class=”views-field views-field-nothing”><span class=”field-content”> John Chevedden</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>Chevedden Corporate Governance</span></div>
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