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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.     )

Filed by the Registrant    x

Filed by a Party other than the Registrant    ¨

Check the appropriate box:

Kraft Foods Group, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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Dear Fellow Shareholders:

We are pleased to invite you to our 2014 Annual Meeting of Shareholders on Tuesday, May 6, 2014 at 8:30 a.m. CDT at The Glen Club located at 2901 West Lake Avenue, Glenview, Illinois 60026.

The accompanying Notice of Annual Meeting of Shareholders and Proxy Statement provide details about the meeting, including instructions on registering ahead of time in order to attend the meeting.

Your vote is important. Whether or not you plan to attend the Annual Meeting, we encourage you to vote by telephone, by Internet or by signing, dating and returning your proxy card by mail. You may also vote in person at the Annual Meeting.

On behalf of the Board of Directors and Kraft’s management, thank you for your commitment to Kraft.

Sincerely,

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KRAFT FOODS GROUP, INC.

Three Lakes Drive

Northfield, Illinois 60093

NOTICE OF 2014 ANNUAL MEETING OF SHAREHOLDERS

2901 West Lake Avenue

Glenview, Illinois 60026

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COMPANY PROPOSALS

PROPOSAL 1: ELECTION OF DIRECTORS

The Governance Committee of our Board of Directors is responsible for identifying, evaluating and recommending to the Board nominees for election at the Annual Meeting. As discussed under “— Director Nomination and Qualification” below, the Governance Committee has implemented a robust identification and evaluation process to ensure that our Board is composed of highly-qualified directors.

The Board consists of 11 members. To facilitate a smooth transition of Kraft to an independent public company following our 2012 spin-off (the “Spin-Off”) from Mondelēz International, Inc. (“Mondelēz International”), until our 2015 annual meeting, our Board is divided into three classes. Our Class I Directors (Mr. Bru, Ms. Jackson and Ms. Smith) were elected in 2013 for terms expiring in 2015. Our Class II Directors (Mr. Cox, Dr. Hart, Dr. Henry and Mr. Lundgren) are the nominees for election at the Annual Meeting for terms expiring in 2015. Our Class III Directors (Mr. Cahill, Mr. McDonald, Mr. Pope and Mr. Vernon) also have terms expiring in 2015. Therefore, our full Board will be up for election in 2015, and our Amended and Restated Articles of Incorporation provide that, from and after the election of directors at the 2015 annual meeting, the Board will no longer be classified and each director will be elected for a one-year term expiring at the next annual meeting.

Director Nomination and Qualification

The Governance Committee relies on nominee suggestions from the directors, shareholders, management and others. From time to time, the Governance Committee may retain executive search and board advisory firms to assist in identifying and evaluating potential nominees.

Each of the current directors, other than Mr. Vernon, our Chief Executive Officer (“CEO”), joined the Board in connection with the Spin-Off and was appointed by our former parent, Mondelēz International, based upon the recommendation of Mondelēz International’s nominating and governance committee. In connection with the Spin-Off, Mondelēz International’s board of directors retained Heidrick & Struggles to assist in the search and recruitment of directors to serve on our Board, leading to the appointments of Messrs. Bru and Cox and Mses. Jackson and Smith to our Board.

General Qualifications

The Board believes all directors should possess certain personal characteristics, including integrity, sound business judgment and vision, to serve on our Board. We believe these characteristics are necessary to establish a competent, ethical and well-functioning Board that best represents the interests of our business, shareholders, employees, business partners and consumers. Under our Corporate Governance Guidelines (the “Guidelines”), when evaluating the suitability of individuals for nomination, the Governance Committee takes into account many factors. These include: the individual’s general understanding of the varied disciplines relevant to the success of a large, publicly traded company in today’s business environment; understanding of Kraft’s businesses and markets; professional expertise and educational background; and other factors that promote diversity of views and experience. The Governance Committee also considers an individual’s ability to devote sufficient time and effort to fulfill his or her Kraft responsibilities, taking into account the individual’s other commitments. In addition, the Board considers whether an individual meets various independence requirements, including whether his or her service on boards and committees of other organizations is consistent with our conflicts of interest policy.

When determining whether to recommend a director for re-election, the Governance Committee also considers the director’s attendance at Board and committee meetings and participation in, and contributions to, Board and committee activities. In addition, under the Guidelines, the Committee

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generally will not recommend, and the Board will not approve, the nomination for re-election of an independent director who has reached the age of 75. However, if the Board determines that the director’s nomination for re-election is in our shareholders’ best interests, the Committee may recommend, and the Board may approve, the director’s nomination for re-election.

Diversity

The Guidelines provide that the Governance Committee will consider factors that promote diversity of views and experience when evaluating the suitability of individuals for nomination. While we have no formal written policy regarding what specific factors would create a diversity of views and experience, the Governance Committee believes that diversity offers a significant benefit to the Board and Kraft, as varying viewpoints contribute to a more informed and effective decision-making process. The Governance Committee seeks broad experience in relevant industries, professions and areas of expertise important to our operations, including manufacturing, marketing, technology, finance and accounting, academia, law and government.

As shown in the tables below, our current directors, including our four nominees, have varied experiences, backgrounds and personal characteristics, which ensure that the Board will have diverse viewpoints, enabling it to effectively represent our business, shareholders, employees, business partners and consumers:

Individual Skills and Experience

When evaluating potential director nominees, the Governance Committee considers each individual’s professional expertise and educational background in addition to the general qualifications. The Governance Committee evaluates each individual in the context of the Board as a whole. The Governance Committee works with the Board to determine the appropriate mix of backgrounds and experiences that would establish and maintain a Board that is strong in its collective knowledge, allowing the Board to fulfill its responsibilities and best perpetuate our long-term success and represent our shareholders’ interests. To help the Governance Committee determine whether director nominees qualify to serve on our Board and would contribute to the Board’s current and future needs, director nominees complete questionnaires regarding their backgrounds, qualifications, skills and potential conflicts of interest. Additionally, the Governance Committee conducts annual evaluations of the Board, the Board’s committees and individual directors that assess the experience, skills, qualifications, diversity and contributions of each individual and of the group as a whole.

The Governance Committee regularly communicates with the Board to identify characteristics, professional experience and areas of expertise that will help meet specific Board needs, including:

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The following table highlights each director’s specific skills, knowledge and experiences. A particular director may possess additional skills, knowledge or experience even though they are not indicated below.

The Board believes that all the directors, including the four director nominees, are highly qualified. As the table above and directors’ biographies below show, the directors have significant leadership and professional experience, knowledge and skills that qualify them for service on our Board. As a group they represent diverse views, experiences and backgrounds. All directors satisfy the criteria set forth in our Guidelines and possess the characteristics that are essential for the proper and effective functioning of the Board.

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2014 Director Nominees and Continuing Directors

In February 2014, the Governance Committee recommended, and the Board nominated, each of the four Class II Director nominees listed below for election at the Annual Meeting. The four nominees are standing for election as directors to hold office for a one-year term expiring in 2015 or until his or her successor has been duly elected and qualified.

The following table presents information regarding each Class II Director nominee and the current Class I and Class III Directors as of March 10, 2014, including information about each director’s professional experience, public company directorships held, educational background and qualifications.

The persons named as proxies in the proxy card or electronic voting form will vote the shares represented by the proxy card or electronic voting form FOR or AGAINST the director nominees or ABSTAIN from voting, as instructed in the proxy card or electronic voting form. If a director nominee should become unavailable to serve as a director, an event that we do not anticipate occurring, the persons named as proxies intend to vote the shares for the person whom the Board may designate to replace that nominee. In lieu of naming a substitute, the Board may reduce the number of directors on our Board.

THE BOARD RECOMMENDS SHAREHOLDERS VOTE FOR EACH NOMINEE.

2014 DIRECTOR NOMINEES – CLASS II DIRECTORS – TO BE ELECTED FOR TERMS EXPIRING IN 2015

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CONTINUING DIRECTORS – CLASS I AND CLASS III DIRECTORS – TERMS EXPIRING IN 2015

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PROPOSAL 2: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

Annually, we ask our shareholders to vote to approve, on an advisory (non-binding) basis, the compensation of our Named Executive Officers as disclosed in this Proxy Statement. As described in detail in the CD&A, our executive compensation programs are designed to attract, retain and motivate superior executive talent, including our Named Executive Officers, who are critical to our success. Please read the CD&A beginning on page 29 and “Executive Compensation Tables” beginning on page 49 for specific details about our executive compensation programs. Your vote is not intended to address any specific item of our compensation program, but rather to address our overall approach to the compensation of our Named Executive Officers described in this Proxy Statement. This vote on the Named Executive Officer compensation is advisory, and therefore will not be binding on Kraft, our Compensation Committee or our Board. However, our Board and Compensation Committee value our shareholders’ opinions and will evaluate the results of this vote.

At our 2013 annual meeting, Kraft’s compensation of our Named Executive Officers was approved by approximately 97% of the votes cast on the proposal. This result demonstrated strong shareholder support for our executive compensation approach. The Compensation Committee considered this result when designing the 2013 Named Executive Officer compensation. The Compensation Committee concluded that the current compensation programs effectively align pay and performance and promote long-term shareholder value, therefore no specific program changes were made as a result of the voting results.

We are asking our shareholders to indicate their support for the compensation of our Named Executive Officers as described in this Proxy Statement by voting in favor of the following resolution:

“RESOLVED, that Kraft’s shareholders approve, on an advisory basis, the compensation paid to Kraft’s Named Executive Officers, as disclosed in this Proxy Statement pursuant to the Securities and Exchange Commission’s compensation disclosure rules, including the Compensation Discussion and Analysis, the Executive Compensation Tables and related narrative discussion.”

The Board recommends that you vote FOR the approval of our Named Executive Officer compensation as disclosed in this Proxy Statement.

PROPOSAL 3: RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS

The Audit Committee is responsible for the selection, oversight, retention and termination of our independent auditors. The Audit Committee selected PricewaterhouseCoopers LLP (“PwC”), a registered public accounting firm, as our independent auditors for 2014. The Audit Committee and the Board are requesting, as a matter of policy, that shareholders ratify the selection of PwC as our independent auditors.

The Audit Committee and the Board are not required to take any action as a result of the outcome of the vote on this proposal. However, if our shareholders do not ratify the selection, the Audit Committee may investigate the reasons for our shareholders’ rejection and may consider whether to retain PwC or appoint another independent auditor. Furthermore, even if the selection is ratified, the Audit Committee may appoint a different independent auditor if, in its discretion, it determines that such a change would be in Kraft’s and our shareholders’ best interests.

PwC has served as our auditors since 2012. We expect that representatives of PwC will be present at the Annual Meeting. They will have an opportunity to make a statement if they desire to do so and to respond to appropriate questions from shareholders. Additional information about our independent auditors, including our pre-approval policies and PwC’s aggregate fees billed for 2012 and 2013, can be found below under “Board Committees and Membership — Audit Committee.”

The Board recommends a vote FOR the ratification of the selection of PricewaterhouseCoopers LLP as Kraft’s independent auditors for 2014.

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CORPORATE GOVERNANCE AND BOARD MATTERS

We believe that strong corporate governance is essential to the long-term success of our company. This section describes Kraft’s corporate governance framework, including our key governance policies and practices, Board leadership structure and oversight functions.

GOVERNANCE GUIDELINES AND CODES OF CONDUCT

Corporate Governance Guidelines

The Guidelines articulate our governance philosophy, practices and policies in a range of areas, including: the Board’s role and responsibilities; composition and structure of the Board; establishment and responsibilities of the committees of the Board; executive and director performance evaluations; and succession planning. The Governance Committee reviews the Guidelines annually and recommends any changes to the Board.

Code of Business Conduct and Ethics for Non-Employee Directors and Code of Conduct for Employees

We have a written Code of Business Conduct and Ethics for Non-Employee Directors (the “Directors Ethics Code”) that is designed to deter wrongdoing and to promote:

Annually, each non-employee director must acknowledge in writing that he or she has received, reviewed and understands the Directors Ethics Code.

We also have a written Code of Conduct for employees. It includes a set of employee policies that cover ethical and legal practices for nearly every aspect of our business. The Code of Conduct reflects our values, the foremost being trust, and contains important rules our employees must follow when conducting business to promote compliance and integrity. The Code of Conduct is part of our global compliance and integrity program that provides support and training throughout our company and encourages reporting of wrongdoing by offering anonymous reporting options and a non-retaliation policy. We will disclose in the Corporate Governance section of our Web site (described below) any amendments to our Directors Ethics Code or Code of Conduct and any waiver granted to an executive officer or director under these codes.

Corporate Governance Materials Available on Our Web site

Our Web site contains our Articles of Incorporation, By-Laws, the Guidelines, our Board committee charters, the Code of Conduct and the Directors Ethics Code. To view these documents, go to http://ir.kraftfoodsgroup.com/ and click on “Corporate Governance.” We will promptly deliver free of charge, upon request, a copy of the Guidelines, the Board committee charters, the Code of Conduct or the Directors Ethics Code to any shareholder requesting a copy. Requests should be directed to our Corporate Secretary at Kraft Foods Group, Inc., Three Lakes Drive, Northfield, Illinois 60093.

The information on our Web site is not, and will not be deemed to be, a part of this Proxy Statement or incorporated into any of our other filings with the SEC.

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KEY CORPORATE GOVERNANCE PRACTICES

We have several corporate governance practices that enhance the Board’s independent leadership, accountability and oversight:

BOARD LEADERSHIP STRUCTURE

Our current Board leadership structure consists of:

Separate Chairman and CEO

Our By-Laws provide the Board flexibility in determining its leadership structure. Currently, Mr. Vernon serves as our CEO and Mr. Cahill serves as the Chairman of our Board. Following our Spin-Off, Mr. Cahill served as our Executive Chairman until March 8, 2014 when he transitioned to

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non-executive Chairman, reflecting the Board’s confidence in the progress of our business. As non-executive Chairman, Mr. Cahill will continue to lead the Board and work with management on our business and financial strategies. The Board believes that this leadership structure, which separates the Chairman and CEO roles, is optimal at this time because it allows Mr. Vernon to continue to focus on operating and managing our company, while Mr. Cahill can focus on the leadership of the Board of Directors.

The Board will periodically evaluate our leadership structure and determine whether continuing the separate roles of CEO and Chairman is in our best interests based on circumstances existing at the time. When determining the leadership structure that will allow the Board to effectively carry out its responsibilities and best represent our shareholders’ interests, the Board will consider various factors, including our specific business needs, our operating and financial performance, industry conditions, the economic and regulatory environment, Board and committee annual self-evaluations, advantages and disadvantages of alternative leadership structures and our corporate governance practices.

Independent Director Leadership and Oversight

The Board believes that independent Board leadership is important and has established the role of Lead Director for times when the Chairman of the Board is not an independent director. Because Mr. Cahill served as our Executive Chairman from October 1, 2012 until March 8, 2014, our Board has selected a Lead Director. The Lead Director is an independent director who serves as the principal liaison between the Chairman and the other independent directors. The Lead Director works with the Chairman and other members of the Board to provide independent leadership of the Board’s affairs on behalf of our shareholders.

Under the Guidelines, the Lead Director, in consultation with the other independent directors, is responsible for:

Since 2012, Mackey J. McDonald has served as our Lead Director. The Board believes that Mr. McDonald is an effective Lead Director due to his independence, leadership and operating experience as the former CEO of a global consumer products company and his corporate governance experience acquired while serving on public company boards.

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INDEPENDENCE AND RELATED PERSON TRANSACTIONS

Independence Determinations

The Guidelines require that at least 75% of the directors meet the NASDAQ Stock Market (“NASDAQ”) listing standards’ “independence” requirements. For a director to be considered independent, the Board must affirmatively determine, after reviewing all relevant information, that a director has no direct or indirect material relationship with Kraft. The Board determined that, under the NASDAQ listing standards, the following directors, including each of the director nominees, are independent: Mr. Bru, Mr. Cox, Dr. Hart, Dr. Henry, Ms. Jackson, Mr. Lundgren, Mr. McDonald, Mr. Pope and Ms. Smith. Mr. Cahill, who served as our Executive Chairman until transitioning to non-executive Chairman on March 8, 2014, and Mr. Vernon, our CEO, are not independent.

Review of Transactions with Related Persons

The Board has adopted a written policy regarding the review, approval or ratification of “related person transactions.” A related person transaction is one in which Kraft is a participant, the amount involved exceeds $120,000 and any “related person” had, has or will have a direct or indirect material interest. In general, “related persons” include our directors, executive officers and 5% shareholders and their immediate family members. In accordance with this policy, 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 related person transaction. The Governance Committee approves or ratifies only those related person transactions that are fair and reasonable to Kraft and in our and our shareholders’ best interests. 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. The chair of the Governance Committee will review and approve or ratify potential related person transactions when it is not practicable or desirable to delay review of a transaction until a Governance Committee meeting, and will report to the Governance Committee any transaction so approved or ratified. The Governance Committee, in the course of its review and approval or ratification of a related person transaction under this policy, considers, among other things:

On February 10, 2014, BlackRock, Inc. (“BlackRock”), an investment management corporation, filed a Schedule 13G/A with the SEC notifying us that it was a greater than 5% shareholder as of December 31, 2013. During 2013, BlackRock acted as an investment manager with respect to certain investment options under 401(k) plans for our U.S. employees. BlackRock acts as an investment manager for the 401(k) plans by the plans’ named fiduciary for investment, the Benefits Investment Committee (“BIC”). Participants in the 401(k) plans pay BlackRock’s investment management fees if they invest in investment options managed by BlackRock. During 2013, BlackRock received approximately $955,000 in connection with its investment management fees. The BIC’s selection of BlackRock for the investment management services it provides the plans was based on its fiduciary determination that BlackRock’s expertise met applicable fiduciary standards and that its fees were reasonable and appropriate. The Governance Committee reviewed our relationship with BlackRock and ratified these transactions.

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OVERSIGHT OF RISK MANAGEMENT

Our business faces various risks, including strategic, financial, legal, regulatory, operational, accounting and reputational risks. Management is responsible for the day-to-day management and mitigation of risk. Identifying, managing and mitigating our exposure to these risks and effectively overseeing this process are critical to our operational decision-making and annual planning processes. The Board has ultimate responsibility for risk oversight, but it has delegated primary responsibility for overseeing risk assessment and management to the Audit Committee. The Audit Committee discusses guidelines and policies to govern the process by which management assesses and manages risk. In addition, pursuant to its charter, the Audit Committee reviews and discusses risk assessment and risk management guidelines, policies and processes utilized in our Enterprise Risk Management (“ERM”) approach. Our ERM approach is an ongoing process effected at all levels of our operations and across business units to identify, assess, monitor, manage and mitigate risk. The ERM approach facilitates open communication between management and the Board to advance the Board’s and committees’ understanding of our risk management process, how it is functioning, the participants in the process, key risks to our business and performance and the information gathered through the approach. The Audit Committee annually reviews the ERM approach, as well as the results of the annual ERM assessment, to assure the process continues to function effectively.

Annually, the Audit Committee allocates responsibility for overseeing the review and assessment of key risk exposures and management’s response to those exposures to the full Board, or another committee of the Board, or it retains those responsibilities, as appropriate. Management provides reports to the Board, the Audit Committee or other appropriate committee, in advance of meetings, regarding these 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 Audit Committee or other appropriate committee reports key risk discussions to the Board following its meetings. Board members may also further discuss the risk management process directly with members of management.

In addition to the ERM approach, the Board and each committee review and assess risks related to our business and operations throughout the year. As discussed under “Board Committees and Membership — Compensation Committee — Analysis of Risk in the Compensation Architecture” below, the Compensation Committee oversees a robust evaluation of our compensation structure’s impact on risk taking and risk mitigation. The Board frequently discusses our strategic plans, issues and opportunities in light of circumstances in the food and beverage industry and the global economic environment.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) requires our executive officers, directors and persons who beneficially own more than 10% of our common stock to report to the SEC their ownership of our common stock and changes in that ownership. As a practical matter, our Office of the Corporate Secretary assists our directors and executive officers by monitoring their transactions and completing and filing Section 16(a) reports on their behalf.

We reviewed copies of reports filed pursuant to Section 16(a) of the Exchange Act and written representations from reporting persons that all reportable transactions were reported. Based solely on that review, we believe that during the fiscal year ended December 28, 2013, all required filings were timely made in accordance with Exchange Act requirements except one. In February 2013, we filed a Form 4 on Mr. McDonald’s behalf reporting a January 2, 2013 sale of 621 shares of common stock held in a managed account. Due to an inadvertent error in connection with the Spin-Off, the shares were sold without Mr. McDonald’s direction or knowledge, and the change in his ownership of common stock was not timely reported. Upon discovering the error, we filed a Form 4 on Mr. McDonald’s behalf to report the transaction.

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COMMUNICATIONS WITH THE BOARD

Information for shareholders and other parties interested in communicating with the Lead Director, the Board or our independent directors, individually or as a group, is available on our Web site at http://ir.kraftfoodsgroup.com/contactBoard.cfm. Our Corporate Secretary forwards communications relating to matters within the Board’s purview to the independent directors; communications relating to matters within a Board committee’s area of responsibility to the chair of the appropriate committee; and communications relating to ordinary business matters, such as suggestions, inquiries and consumer complaints, to the appropriate Kraft executive or employee. Our Corporate Secretary does not forward solicitations, junk mail and obviously frivolous or inappropriate communications.

MEETING ATTENDANCE

We expect directors 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. The Board held seven meetings in 2013 and the committees of the Board held a total of 23 meetings. Overall attendance at these meetings was approximately 96%. Each director attended 75% or more of the aggregate of all meetings of the Board and the committees on which he or she served during 2013. All directors attended our 2013 Annual Meeting of Shareholders, except Dr. Henry, who could not attend due to a previous business commitment.

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BOARD COMMITTEES AND MEMBERSHIP

COMMITTEE MEMBERSHIP

Our Board designates the committee members and chairs based on the Governance Committee’s recommendations. In 2013, the Board had three standing committees: Audit, Compensation and Governance. The Board has a written charter for each committee. The charters set forth each committee’s roles and responsibilities. All committee charters are available on our Web site as discussed above. The following table lists the current committee membership and the number of meetings held by each committee in 2013.

AUDIT COMMITTEE

The Board established the Audit Committee in accordance with Section 3(a)(58)(A) and Rule 10A-3 under the Exchange Act. The responsibilities of our Audit Committee are more fully described in our Audit Committee charter. 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 and oversight of our independent auditors, including review of their qualifications, independence and performance. Our Audit Committee, among other duties, oversees:

The Audit Committee consists entirely of independent directors, and each meets the independence requirements set forth in the listing standards of NASDAQ, Rule 10A-3 under the Exchange Act and the Audit Committee charter. The Board has determined that each Audit Committee member is able to read and understand fundamental financial statements. In addition, the Board has determined that Mr. Bru, Ms. Jackson, Mr. Pope and Ms. Smith are “audit committee financial experts” within the meaning of SEC regulations. No Audit Committee member received any payments in 2013 from us other than compensation for service as a director.

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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 e-mail us at KRFT-FinancialIntegrity@kraftfoods.com.

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Pre-Approval Policy

The Audit Committee’s policy is to pre-approve all audit and non-audit services provided by the independent auditors. 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 auditors will perform and is subject to a specific engagement authorization by management within the pre-approved category spending limits. The Audit Committee’s policy also requires management to report at Audit Committee meetings throughout the year on the actual fees charged by the independent auditors for each category of service. The Audit Committee reviews this policy annually.

During the year, circumstances may arise when it may be necessary to engage the independent auditors for additional services not contemplated in the original pre-approval authority. In those instances, the Audit Committee approves the services before we engage the independent auditors. If pre-approval is needed before a scheduled Audit Committee meeting, the Audit Committee delegated

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pre-approval authority to its chair. The chair must report on such pre-approval decisions at the committee’s next regular meeting.

During 2013 and 2012, the Audit Committee pre-approved all audit and non-audit services provided by the independent auditors.

Independent Auditors’ Fees

Aggregate fees for professional services rendered by our independent auditors, PwC, for 2013 and 2012 are set forth in the table below.

GOVERNANCE COMMITTEE

The Board determined that all of the Governance Committee members are independent within the meaning of the NASDAQ listing standards. The Governance Committee’s responsibilities include, among others:

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The Governance Committee will consider any candidate a shareholder properly presents for election to the Board in accordance with the procedures set forth in the By-Laws. The Governance Committee uses the same criteria to evaluate a candidate suggested by a shareholder as the Governance Committee uses to evaluate a candidate it identifies, which are described above under “Company Proposals — Proposal 1. Election of Directors — Director Nomination and Qualification,” and makes a recommendation to the Board regarding the candidate’s appointment or nomination for election to the Board. After the Board’s consideration of the candidate suggested by a shareholder, our Corporate Secretary will notify that shareholder whether the Board decided to appoint or nominate the candidate.

For a description of how shareholders may nominate a candidate for election to the Board at an annual meeting and have that nomination included in the proxy statement for that meeting, see “2015 Annual Meeting of Shareholders” in this Proxy Statement.

COMPENSATION COMMITTEE

Compensation Committee Interlocks and Insider Participation

The Board has determined that all of the directors who served on the Compensation Committee during 2013 are independent within the meaning of the NASDAQ listing standards. No member of the Compensation Committee is a current, or during 2013 was a former, officer or employee of Kraft or any of its subsidiaries. During 2013, no member of the Compensation Committee had a relationship that must be described under the SEC rules relating to disclosure of related person transactions (for a description of our policy on related person transactions, see “Corporate Governance and Board Matters — Independence and Related Person Transactions” in this Proxy Statement). During 2013, none of our executive officers served on the board of directors or compensation committee of any entity that had one or more of its executive officers serving on the Board or the Compensation Committee.

Responsibilities

The Compensation Committee’s responsibilities are more fully described in our Compensation Committee charter, and include, among other duties:

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Independence of Compensation Consultant to the Committee

Under the Compensation Committee’s charter, it is authorized to retain and terminate any consultant, as well as to approve the consultant’s fees and other terms of the engagement. The Compensation Committee also has the authority to obtain advice and assistance from internal or external legal, accounting or other advisors. The consultant reports directly to the Compensation Committee on all executive and director compensation matters; regularly meets separately with the Compensation Committee outside the presence of management; and, speaks separately with the Compensation Committee chair and other Compensation Committee members between meetings, as necessary or desired.

Compensation Advisory Partners, LLC (“CAP”) served as the Compensation Committee’s independent compensation consultant from October 2012 until July 2013. During the course of the Compensation Committee’s annual review of the consultant’s services, it considered multiple independent compensation consultants and decided to retain Meridian Partners LLC (“Meridian”) in August 2013. During 2013, CAP and Meridian provided the Compensation Committee advice and services, including:

The Compensation Committee believes that its consultant should be able to advise the Compensation Committee independent of management’s influence. In 2013, the Compensation Committee assessed the independence of both CAP and Meridian pursuant to the NASDAQ listing standards and the rules of the SEC and concluded that CAP’s and Meridian’s work for the Compensation Committee did not raise a conflict of interest.

Analysis of Risk in the Compensation Architecture

Annually, the Compensation Committee evaluates the current risk profile of our executive and broad-based employee compensation programs. In its 2013 evaluation, the Compensation Committee reviewed our executive compensation structure to determine whether our compensation policies and practices encourage our executive officers or employees to take unnecessary or excessive risks and whether these policies and practices properly mitigate risk. As described below under “Compensation Discussion and Analysis,” our compensation structure is designed to incentivize executives and employees to achieve company financial and strategic goals as well as individual performance goals that promote long-term shareholder returns. The compensation architecture balances this design with multiple elements intended to discourage excessive risk-taking by executives and employees to obtain short-term benefits that may be harmful to Kraft and our shareholders in the long term. The

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Compensation Committee identified numerous safeguards that effectively manage or mitigate risk, including:

The Compensation Committee also analyzed our overall enterprise risks and whether our compensation programs could impact individual behavior so as to exacerbate these enterprise risks. The Compensation Committee collaborated with the Audit Committee in this analysis.

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In addition to the Compensation Committee’s evaluation, Meridian also reviewed our executive and broad-based employee incentive plans and noted similar design features in our incentive plans that mitigate risk.

Based on 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 Kraft.

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COMPENSATION OF NON-EMPLOYEE DIRECTORS

We strive to provide competitive compensation to attract and retain highly qualified non-employee directors who best represent our shareholders’ interests. In making non-employee director compensation recommendations to the Board, the Compensation Committee considers various factors, including, but not limited to, the responsibilities of directors generally, as well as committee chairs, advice from compensation consultants, and results from benchmarking of non-employee director compensation against Kraft’s Compensation Benchmarking Group (discussed below in the CD&A) and general industry data. The Board reviews the recommendations of the Compensation Committee and determines the form and amount of non-employee director compensation.

The table below summarizes the cash and equity compensation elements in place for our non-employee directors.

We pay the non-employee directors their cash retainers quarterly. Non-employee directors can defer 25%, 50%, 75% or 100% of their cash retainers into accounts that mirror the funds in the Kraft Foods Group, Inc. Thrift 401(k) Plan pursuant to the Kraft Foods Group, Inc. Deferred Compensation Plan for Non-Management Directors. Non-employee directors also receive an annual stock award that is granted at the Board meeting immediately following our annual meeting of shareholders.

To further align our non-employee directors’ and shareholders’ interests, we require that the directors hold shares of our common stock in an amount equal to five times the annual Board retainer (equivalent to $550,000) within five years of becoming a director. As all of our current directors have served for less than five years, they are not yet required to meet the stock ownership requirement.

Non-employee directors may also participate in the Kraft Foundation Matching Gift Program on the same terms as our employees. Under the program, the Kraft Foundation matches up to $15,000 per director, per year, of contributions to 501(c)(3) non-profit organizations.

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The table below presents information regarding the compensation and stock awards that we have paid or granted to our non-employee directors.

2013 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

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COMPENSATION DISCUSSION AND ANALYSIS

INTRODUCTION

This CD&A describes the compensation practices and programs that we have in place for our CEO, Chief Financial Officer (“CFO”) and the three other most highly compensated executive officers – otherwise known as Named Executive Officers or NEOs.

The Compensation Committee of the Board of Directors, referred to in this CD&A as the “Committee,” oversees our executive compensation programs, plans and payouts. Our programs are designed to work together to ensure a clear link exists between what we pay our Named Executive Officers and Kraft’s performance over short- and long-term periods.

This CD&A describes our executive pay programs for fiscal year 2013 and, specifically, for the following Named Executive Officers:

EXECUTIVE SUMMARY

2013 was an unprecedented year for Kraft as it was our first full year as an independent, publicly traded company. Our Organic Net Revenue Growth results were flat as lower net pricing was generally offset by favorable volume/mix. Our focus on profitable growth held back our top-line growth versus industry in 2013. Operating Income results were driven by lower selling, general, and administrative expenses (lower overhead costs partially offset by higher marketing spending), lower product cost (driven by net productivity), and favorable volume/mix, partially offset by higher net pricing. Free Cash Flow results were above target due to our improved working capital efficiency. Significant 2013 highlights included:

Our compensation and incentive plans are based on performance against the key business metrics we believe to be indicators of successful top and bottom line growth over the short- and long-term. The information below summarizes results on the metrics used to calculate incentive payouts and awards for our Named Executive Officers in 2013.

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The business metrics and corresponding performance impacting our 2013 Annual Incentive Plan (“Management Incentive Plan” or “MIP”) resulted in an overall rating of 88% based on the following:

The business performance for measures underlying our three-year 2011—2013 Performance Share rating of 127% is as follows:

COMPENSATION PHILOSOPHY

Our compensation philosophy is rooted in the relationship between pay and performance. This philosophy is embodied in our compensation programs, which reward superior individual and corporate performance with significant upside potential in incentive awards and, conversely, reduce potential incentive awards in the event individual and corporate performance do not meet our goals. Payouts under these incentive compensation programs are directly linked to the achievement of short- and long-term financial and strategic objectives. Overall, our compensation programs are structured to deliver market competitive pay to our executive officers.

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Our compensation objectives are to:

Our executive compensation structure is designed to achieve these objectives by applying the following principles:

COMPENSATION GOVERNANCE PRINCIPLES

Consistent with our pay-for-performance philosophy, our compensation programs also incorporate the following compensation governance principles:

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COMPENSATION APPROACH

Compensation Benchmarking Group: Composition and Purpose

The Committee targets total NEO compensation at or near the median level of our Compensation Benchmarking Group. We undertake a competitive analysis of target total compensation, including base salary, annual incentive awards and long-term incentive awards. We obtain this compensation data for the companies in our Compensation Benchmarking Group from Aon Hewitt. When assessing total compensation for individual executives, the Committee may consider additional but equally important factors such as business experience, individual performance, role and responsibility within Kraft, potential for advancement, and retention issues, while actual or realized pay is determined by performance (both business and stock price).

Kraft’s Compensation Benchmarking Group consists of 14 companies with median revenues of approximately $17.5 billion. Kraft’s revenue is at the 60^th percentile of this group. As we are larger than most of these peer companies, we believe that targeting our total compensation at or near the median is conservative. Our Compensation Benchmarking Group includes the following companies:

The Committee selected the companies above based on the following critical attributes:

Performance Peer Group: Composition and Purpose

The Committee uses a Performance Peer Group, consisting of the companies listed in the Standard & Poor’s (“S&P”) 500 Consumer Staples Food Products Index, as a factor in establishing performance targets and to evaluate the Relative Total Shareholder Return metric utilized in our performance share plan. The companies in this index are objectively set by S&P and represent a group of companies to which our shareholders may compare our financial performance. The Committee believes that this Performance Peer Group includes those companies in our industry that we can best

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compare performance on financial and business objectives and opportunities. The companies in the S&P 500 Consumer Staples Food Products Index as of January 2014 are as follows:⁽¹⁾

See “— Elements of Executive Compensation and Compensation Paid to Named Executive Officers in 2013 — Long-Term Incentive Compensation” for a description regarding how performance share awards are determined.

2013 OVERALL COMPENSATION MIX

The chart below shows the total compensation mix for our CEO and other Named Executive Officers, based on target awards for 2013. Our mix is well-aligned to the mix paid by companies in our Compensation Benchmarking Group. As shown in the chart, a substantial majority of pay for our NEOs is “at risk” based on individual and company performance. Specifically, 84% of our CEO’s total compensation, and, on average, 75% of our other NEOs’ total compensation, was at risk.

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SUMMARY OF COMPENSATION PROGRAM

The following table summarizes the primary elements and objectives of our compensation program for executive officers, including Named Executive Officers.

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ELEMENTS OF EXECUTIVE COMPENSATION AND COMPENSATION PAID TO NAMED EXECUTIVE OFFICERS IN 2013

We discuss below each compensation program element, as well as individual compensation decisions, for NEOs in 2013.

Base Salary

Base salary is the principal “fixed” element of executive compensation at Kraft. In 2013, base salary levels for NEOs were generally targeted at the median of our Compensation Benchmarking Group. The Committee also considered additional factors when reviewing and setting base salaries for the

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Named Executive Officers, including Kraft’s performance and the Named Executive Officer’s individual performance, level of responsibility, experience and potential to assume roles with expanded responsibility. The Committee reviews salaries on an annual basis and effects annual changes April 1^st for all executive officers.