Pepsico Inc DEF 14A, filed Mar 22, 2024

About this DEF 14A

Pepsico Inc (PEP)

DEF 14A 2024-03-22 For: 2024-05-01

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Added on June 12, 2026

Positive Agriculture

Work to source our crops and ingredients in ways that help restore the earth and strengthen farming communities

Positive Value Chain

Make products in a way that helps build a circular and inclusive value chain

Positive Choices

Inspire people through our brands to make choices that create more smiles for them and the planet

Sustainable Sourcing; Regenerative Practices; Improved Livelihoods

Net Zero Emissions; Net Water Positive; Sustainable Packaging; Meaningful Growth Opportunities; Diversity, Equity and Inclusion

Expanded Offerings; Planet + People Brands

Pepsico Inc filed this DEF 14A on March 22, 2024.

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☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material under §240.14a-12

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☑		No fee required
☐		Fee paid previously with preliminary materials
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

■	Innovating packaging and flavor across our product portfolio, such as launching mini snacks canisters and our new lemon-line soda, Starry; and
■	Driving growth in key consumer channels such as Away from Home and e-commerce, to ensure our products are available for consumers always and everywhere.

–	Forming a transformational collaboration with Walmart to spread regenerative agriculture practices across more than 2 million acres of farmland in the U.S. and Canada;
–	Committing to a multi-year investment in strategic partnership agreements with three of the most well-respected U.S. farmer-facing organizations – Practical Farmers of Iowa, the Soil and Water Outcomes Fund, and the IL Corn Growers Association – to drive adoption of regenerative agriculture practices across the United States;
–	Announcing the third year of our Positive Agriculture Outcomes accelerator with investments in new projects across nine countries, offering co-investment to farming communities and projects to support farmer livelihoods, help scale sustainable innovation, and accelerate regenerative agriculture;

–	31 markets now have at least one product packaged with 100% recycled PET;
–	Continuing to scale new business models that require little or no single-use packaging, such as SodaStream, already sold in more than 40 countries, and through Gatorade and Propel enhancers, tablets and powders;
–	Opening an industry-leading Greenhouse Learning Center for the Frito-Lay and Quaker R&D teams to study compostable packaging, aimed at speeding up the rate of innovation for packaging solutions;





	Announced our 52nd consecutive annualized dividend per share increase, effective with the expected June 2024 dividend payment

–	Driving progress on our Diversity, Equity, and Inclusion agenda, reaching 45% women in management roles globally;
–	Continuing to create smiles and positively impact our communities through the PepsiCo Foundation by investing $47.4 million in more than 40 countries, helping unlock access to nutritious food, safe water, and economic opportunity;

–	Announcing a new sodium reduction goal, aiming for at least 75% of our global convenient foods portfolio volume to meet or be below category sodium targets by 2030; and
–	Rolling out a new diverse ingredient goal with the aim of delivering 145 billion portions of diverse ingredients in global convenient foods annually by 2030.

1	Elect as directors the 15 nominees named in the attached Proxy Statement.

2	Ratify the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2024.

3	Provide advisory approval of executive compensation.

4	Approve the amended and restated PepsiCo, Inc. Long-Term Incentive Plan.

5-12	Act upon eight shareholder proposals described in the attached Proxy Statement, if properly presented.

	Via the Internet in Advance Visit www.proxyvote.com.

	By Telephone Call the phone number located on your proxy card or voting instruction form.		You will need the 16-digit number included in your proxy card, voting instruction form or notice

	By Mail Complete, sign, date and return your proxy card or voting instruction form in the envelope provided.

	At the Meeting Attend the Annual Meeting virtually. See page 119 for additional details on how to vote during the meeting.

Proxy Statement Summary		5
Election of Directors (Proxy Item No. 1)		11
Director Election Requirements and Majority-Vote Policy		12
Director Nominees		12
Board Composition and Refreshment		20
Comprehensive, Ongoing Process for Board Succession Planning and Selection and Nomination of Directors		20
Directors’ Attributes and Experiences		21
Attributes of Individual Nominees		21
Consideration of Board Diversity		21
Director Orientation and Continuing Education		22
Board and Committee Assessments		22
Shareholder Recommendations and Nominations of Director Candidates		23
Corporate Governance at PepsiCo		24
Our Governance Philosophy		24
Our Global Code of Conduct		24
Our Board of Directors		25
Board Leadership Structure		25
Director Independence		28
Related Person Transactions		28
Committees of the Board of Directors		30
The Board’s Role in Strategy Oversight		33
The Board’s Oversight of Risk Management		34
The Board’s Role in Human Capital Management and Talent Development		36
Shareholder and Stakeholder Engagement		39
Our Commitment to Sustainable Business Practices		41
Political Contributions Policy		43
Communications with the Board		43
2023 Director Compensation		44
Ratification of Appointment of Independent Registered Public Accounting Firm (Proxy Item No. 2)		46
Audit Committee Report		46
Audit and Other Fees		48
Advisory Approval of Executive Compensation (Proxy Item No. 3)		49
Executive Compensation		50
Compensation Discussion and Analysis		50
2023 Summary Compensation Table		68
2023 Grants of Plan-Based Awards		70
2023 Outstanding Equity Awards at Fiscal Year-End		71
2023 Option Exercises and Stock Vested		72
2023 Retirement Benefits		73
2023 Non-Qualified Deferred Compensation		77
Potential Payments on Termination or Change in Control		79
Compensation Committee Report		80
CEO Pay Ratio		81
Pay Versus Performance		83
Securities Authorized for Issuance under Equity Compensation Plans		85
Approval of the Amended and Restated PepsiCo, Inc. Long-Term Incentive Plan (Proxy Item No. 4)		86
Shareholder Proposals (Proxy Item Nos. 5-12)		94
Ownership of PepsiCo Common Stock		117
Information About the Annual Meeting		119
Voting Procedures		119
Attending the Annual Meeting		121
2024 Proxy Materials		121
Other Matters		123
2025 Shareholder Proposals and Director Nominations		123
Appendix A–Reconciliation of GAAP and Non-GAAP Information		A-1
Appendix B–PepsiCo, Inc. Long-Term Incentive Plan		B-1

Proxy Item		Board Recommendation		More Information
				Beginning on page
1	Election of 15 director nominees		FOR each director nominee	11


2	Ratification of appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2024		FOR	46


3	Advisory approval of executive compensation		FOR	49


4	Approval of the amended and restated PepsiCo, Inc. Long-Term Incentive Plan		FOR	86


5-12	Shareholder proposals		AGAINST	94

*	Ages are as of March 22, 2024		= Committee Chair	AC	= Audit Committee
			= Committee Member	CC	= Compensation Committee
		E	= Audit Committee Financial Expert	NCG	= Nominating and Corporate Governance Committee
				SDPP	= Sustainability, Diversity and Public Policy Committee

Strong Board Diversity
Strong Board Diversity
Diverse Representation		Diversity Highlights
female and/or racially/ethnically diverse	5 female director nominees 3 Hispanic/Latinx director nominees 3 African American/Black director nominees	2 of 4 Standing Board Committees chaired by diverse directors: Cesar Conde (Compensation Committee Chair) and Darren Walker (Sustainability, Diversity and Public Policy Committee Chair) 1 female, racially diverse director elected in 2021: Edith W. Cooper 2 female directors elected in 2023: Jennifer Bailey and Susan M. Diamond

	Diverse Mix of Attributes and Experiences					Global Perspective
	Diverse Mix of Attributes and Experiences					Global Perspective
						11 of 15 director nominees with significant global experience

■	Significant progress towards initiatives related to pep+, our strategic end-to-end transformation agenda with sustainability and human capital at the center of how we plan to create growth and shared value over the long-term
■	Continued investments in digital capabilities to strengthen all areas of the business
■	Broadening of holistic cost management initiatives to drive greater supply chain and distribution efficiencies, identify key areas for improvement throughout our value chain, and accelerate our Global Business Services model to further reduce general and administrative expenses

FASTER		STRONGER		BETTER
Execution: Remained consumer-centric by focusing on driving our iconic brands, accelerating portfolio transformation, delivering results through our geographic growth model, and achieving strong performance in high-growth channels Data Analytics: Leveraged analytics and data-driven capabilities to enable faster decision making, optimize our go-to-market distribution, and improve in-store execution		Digital Transformation: Accelerated our digital strategy by expanding the deployment of critical digital solutions to enable growth and productivity Productivity: Implemented robust initiatives that helped unlock efficiencies and provided funding for key investments in our businesses to further support margin expansion		pep+: Achieved significant progress across all three pep+ pillars, including expanding regenerative agriculture, creating a circular water system, reducing added sugar, and investing in our communities Frontline: Focused on our human-centric employee value proposition for our frontline which included learning solutions for career advancement and investments in work schedule flexibility

	The Compensation Committee has incorporated market-leading governance features into our programs that include stringent clawback policies, rigorous stock ownership requirements, and challenging targets for incentive awards set at the beginning of the performance period taking into consideration our business strategy, operating goals, and external guidance.

	Our executive compensation program avoids shareholder-unfriendly features. For our executive officers, we do not have employment agreements or supplemental retirement plans, and we prohibit hedging or pledging of Company stock.

CHAIRMAN AND CEO TARGET PAY MIX	NEO AVERAGE TARGET PAY MIX (EXCLUDING CHAIRMAN AND CEO)
Performance-Based Compensation 92%	Performance-Based Compensation 87%

Annual Incentive	1-year performance period	2023 Annual Incentive Overall, PepsiCo achieved strong performance for the year.	Payout (% of target) 167% Average for all NEOs

Performance Stock Units (“PSU”)		Long-Term Cash (“LTC”) Awards
3-Yr Average of Annual Core Constant Currency EPS Growth^[3]		3-Yr Relative TSR Percentile vs. Proxy Peer Group


3-Yr Average of Annual Organic Revenue Growth^[3]


Payout (% of target)	200%	Payout (% of target)	148%

–	in 2024 to specifically state that the Board will consider a director’s past shareholder vote in director elections when determining whether to accept a resignation offer of a director who does not receive majority vote support, in response to the theoretical concern raised in a shareholder proposal received this year about directors failing to receive majority vote support for multiple years;
–	in 2021 to mention food safety and cybersecurity as areas of Board oversight to reflect existing practices;
–	in 2019 to decrease the total number of public company boards that a non-executive director can serve on from 5 to 4 and establish a limit of 2 total public company boards for directors who are public company executive officers; and
–	in 2018 to underscore the Board’s focus on diversity, by explicitly stating its commitment to actively seeking out highly qualified women and minority candidates, as well as candidates with diverse backgrounds, skills and experiences, to include in the pool from which Board nominees are chosen.

■	The Compensation Committee adopted a cash severance policy under which the Company will seek shareholder ratification of new severance agreements with an executive officer that provides for certain cash severance benefits exceeding 2.99 times the sum of the executive officer’s base salary and target annual incentive award (or average of prior three years of actual annual incentive awards, if greater).
■	We published a global workforce demographics data report and our 2022 U.S. Consolidated EEO-1 Report as submitted to the U.S. Equal Employment Opportunity Commission, available at www.pepsico.com/our-impact/esg-topics-a-z/employee-demographics.
■	The Board established a Sustainability, Diversity and Public Policy Committee in 2017. The Committee assists the Board in providing more focused oversight over PepsiCo’s policies and programs and related risks that concern key sustainability, diversity, equity and inclusion and public policy matters.

Independent Oversight		■14 of 15 director nominees are independent (all except for the CEO) ■Independent Presiding Director with clearly defined and robust responsibilities ■Regular executive sessions of independent directors at Board meetings (chaired by independent Presiding Director) and Committee meetings (chaired by independent Committee Chairs) ■100% independent Board Committees ■Active Board oversight of the Company’s strategy and risk management, including sustainability, cybersecurity, food safety, human capital management, including diversity, equity and inclusion and talent development, and supply chain and commodity inflation
Board Refreshment		■Comprehensive, ongoing Board succession planning process ■Focus on diversity (2 female directors elected in 2023 and 1 female director elected in 2021; 60% of director nominees are female and/or racially/ethnically diverse) ■Regular Board refreshment and mix of tenure of directors (6 director nominees joined in the last five years) ■Annual Board and Committee assessments, including individual director assessments facilitated by a third party in 2023 ■Mandatory retirement age of 75 ■Comprehensive director orientation and ongoing director education
Shareholder Rights		■Annual election of all directors ■Proxy access right for shareholders ■Majority-vote and director resignation policy for directors in uncontested elections ■20% of shareholders are able to call special meeting ■One class of outstanding shares with each share entitled to one vote
Good Governance Practices		■Prohibition on hedging or pledging Company stock ■Stringent clawback policy applicable to directors and executives ■Rigorous director and executive stock ownership requirements ■Active and ongoing shareholder engagement program ■Global Code of Conduct applicable to directors and all employees with annual compliance certification ■Extensive management of sustainability risks and opportunities throughout our value chain ■Robust political activities disclosures on our website


		Our Board of Directors recommends that shareholders vote “FOR” the election of each of the following director nominees:

Segun Agbaje Director Since: 2020 Age: 59	Independent Committee Memberships: ■Audit
Segun Agbaje has served since 2021 as Group Chief Executive Officer of Guaranty Trust Holding Company Plc (GTCO Plc), a Nigerian multinational financial institution. He previously served as Managing Director and Chief Executive Officer of Guaranty Trust Bank plc from 2011 to 2021. Mr. Agbaje joined Guaranty Trust Bank as a pioneer staff member in 1991 and held positions of increasing responsibility, including as Executive Director from 2000 to 2002, Deputy Managing Director from 2002 to 2011 and as Acting Managing Director in 2011. Prior to joining Guaranty Trust Bank, Mr. Agbaje served as an auditor at Ernst & Young LLP from 1988 to 1990. Mr. Agbaje currently serves on the boards of Guaranty Trust Bank (UK) Limited, Guaranty Trust Bank (Rwanda) Limited, and Guaranty Trust Bank (Tanzania) Limited. He is also a director on the MasterCard Advisory Board (the Middle East and Africa). In 2024, Mr. Agbaje was appointed an International Ambassador of the Swiss Red Cross. Other Public Company Directorships: ■Current: Guaranty Trust Holding Company Plc (GTCO Plc) ■Previous (During Past 5 Years): Guaranty Trust Bank plc (until 2021)	Skills and Qualifications Mr. Agbaje brings to our Board of Directors deep knowledge of financial and banking matters and financial expertise gained from his over 30 years of experience in the financial services industry. He also contributes a valuable understanding of complex businesses and fast-growing markets, particularly Sub-Saharan Africa where PepsiCo acquired Pioneer Food Group Ltd. as part of its strategy to expand in the region. His knowledge and experience of embracing and scaling new technologies and critical capabilities are valuable as PepsiCo continues to invest in opportunities that create shareholder value.

Jennifer Bailey Director Since: 2023 Age: 61	Independent Committee Memberships: ■Audit
Jennifer Bailey has served as Vice President, Internet Services, Apple Pay at Apple Inc., an American multinational technology company, since 2014. Ms. Bailey oversaw the launches of: Apple Pay, Apple’s transformative category of mobile payments services which is available in more than 70 countries; Apple Wallet, which now enables millions of customers to securely store and access transit cards, loyalty cards, contactless tickets and more on their iPhones or Apple Watch; and Apple Card, which was designed to help customers lead healthier financial lives through a digital-first, no fee, credit card. She leads global teams across Apple’s payment and commerce services, including Apple Pay, Apple Wallet, Apple Card, Apple Cash, Tap to Pay on iPhone, and Apple Gift Cards, and oversees the expansion of such services. Ms. Bailey previously served as Vice President, WW Online Stores at Apple from 2003 to 2014. Prior to Apple, Ms. Bailey was Senior Vice President, Online Services and Operations at myCFO, a financial services firm, from 1999 to 2001. She also served as Senior Vice President, Netcenter at Netscape Communications Inc. from 1995 to 1999. Ms. Bailey currently serves on the board of governors for the American Red Cross. Other Public Company Directorships: ■Current: None ■Previous (During Past 5 Years): None	Skills and Qualifications Ms. Bailey brings to our Board of Directors extensive knowledge of the information technology field, including digital and payments expertise, and consumer marketing gained from her over 20 years of experience leading various functions at Apple Inc. PepsiCo benefits from Ms. Bailey’s experience and deep interest in contributing to environmental, social, and governance initiatives for Apple and significant business and technological innovation expertise that helps the Company successfully navigate the rapidly changing digital landscape. In addition, Ms. Bailey possesses a strong international management and consumer business background, as well as board oversight experience as a result of her role as a director at one of the largest, U.S.-based non-profit organizations.

Cesar Conde Director Since: 2016 Age: 50	Independent Committee Memberships: ■Compensation CHAIR ■Nominating and Corporate Governance
Cesar Conde has served as Chairman of the NBCUniversal News Group, part of a global media and entertainment company, since 2020. In this role, Mr. Conde has oversight of NBC News, MSNBC, CNBC, Telemundo, and NBCU Local. From 2015 to 2020, Mr. Conde served as Chairman of NBCUniversal International Group and NBCUniversal Telemundo Enterprises. From 2013 to 2015, he served as Executive Vice President at NBCUniversal, where he oversaw NBCUniversal International and NBCUniversal Digital Enterprises. From 2009 to 2013, Mr. Conde served as President of Univision Networks, a leading American media company with a portfolio of Spanish language television networks, radio stations and digital platforms. From 2003 to 2009, Mr. Conde served in a variety of senior executive capacities at Univision Networks and is credited with transforming it into a leading global, multi-platform media brand. Prior to Univision, Mr. Conde served as the White House Fellow for Secretary of State Colin L. Powell from 2002 to 2003. Mr. Conde also currently serves on the boards of several non-profit organizations, including the Council on Foreign Relations and The Aspen Institute. Other Public Company Directorships: ■Current: Walmart Inc. ■Previous (During Past 5 Years): Owens Corning (until 2019)	Skills and Qualifications Mr. Conde is an experienced global executive with a strong track record in business, finance and media. He provides our Board of Directors with diverse and actionable perspectives on today’s consumer and media landscapes, and his unique insights are particularly valuable as PepsiCo continues to build new omnichannel marketing capabilities and adapt to changing demographics around the world. Mr. Conde also brings his market and consumer insights developed through his experience at national and global media companies and his leadership of social and corporate responsibility initiatives worldwide.

Ian Cook PRESIDING DIRECTOR Director Since: 2008 Age: 71	Independent Committee Memberships: ■Nominating and Corporate Governance
Ian Cook served as a director of Colgate-Palmolive Company, a multinational consumer products company, from 2007 to 2020, as its Chairman from 2009 to 2019 and as its Executive Chairman from 2019 until his retirement in 2020. Mr. Cook joined Colgate-Palmolive in the United Kingdom in 1976 and progressed through a series of senior management roles around the world. In 2002, he became Executive Vice President, North America and Europe. In 2004, he became Chief Operating Officer, with responsibility for operations in North America, Europe, Asia and Africa, and in 2005, he became responsible for all Colgate-Palmolive operations worldwide, serving as President and Chief Operating Officer from 2005 to 2007. He served most recently as Colgate-Palmolive’s President and Chief Executive Officer from 2007 to 2018 and as Chief Executive Officer from 2018 to 2019. Mr. Cook also serves on the boards of several non-profit organizations, including Memorial Sloan Kettering Cancer Center, New Visions for Public Schools and Caramoor Center for Music and the Arts. Other Public Company Directorships: ■Current: None ■Previous (During Past 5 Years): Colgate-Palmolive Company (until 2020)	Skills and Qualifications Mr. Cook brings to our Board of Directors deep knowledge of the consumer products industry and operational leadership experience gained through his 40-plus year career at Colgate-Palmolive, including his 12 years as CEO and his direct involvement in both risk management and risk oversight. His extensive understanding of our business and his experience leading a multinational consumer products company make him uniquely positioned as PepsiCo’s Presiding Director to work collaboratively with our Chairman and CEO. He also contributes a broad understanding of industry trends and his extensive global leadership experience gained from holding a variety of senior management roles at Colgate-Palmolive in numerous countries throughout the world. Mr. Cook’s qualifications also include expertise in finance, brand-building, corporate governance, human capital management and talent development and succession planning.

Edith W. Cooper Director Since: 2021 Age: 62	Independent Committee Memberships: ■Audit
Edith W. Cooper spent over two decades of her career with The Goldman Sachs Group, Inc., most recently serving as Executive Vice President and Global Head, Human Capital Management from 2011 to 2017 and Managing Director and Global Head, Human Capital Management from 2008 to 2011. Ms. Cooper began her career in derivative sales at Morgan Stanley from 1991 to 1996 and Bankers Trust Company from 1986 to 1991. Ms. Cooper co-founded Medley, a membership-based community for personal and professional growth, in 2020. Ms. Cooper also serves on the board of directors of several non-profit organizations, including the Museum of Modern Art, the Smithsonian National Museum of African American History and Culture and Mount Sinai Hospital. Other Public Company Directorships: ■Current: Amazon.com, Inc. ■Previous (During Past 5 Years): MSD Acquisition Corp (until 2023); EQT AB (until 2022); Slack Technologies, Inc. (until 2021); Etsy, Inc. (until 2021)	Skills and Qualifications Ms. Cooper brings to our Board of Directors extensive knowledge of the human resources field, including recruiting and talent development, gained from almost a decade of experience leading the human capital management function at Goldman Sachs. PepsiCo benefits from her significant talent management expertise in attracting and developing high-quality talent and advancing its commitment to diversity, equity and inclusion. In addition, she possesses a strong financial background through over 30 years of experience in management and sales leadership at leading organizations across the financial services industry. Ms. Cooper also has significant corporate governance and executive compensation experience across multiple industries as a result of her board service at other public companies.

Susan M. Diamond Director Since: 2023 Age: 50	Independent Committee Memberships: ■Audit
Susan M. Diamond has been serving as Chief Financial Officer of Humana Inc., an integrated health and wellness company, since 2021. Ms. Diamond previously served as President, Home Solutions of Humana from 2019 to 2021 and Senior Vice President, Medicare of Humana from 2017 to 2019. Ms. Diamond joined Humana in 2006 and has spent the majority of her career in various financial and operational leadership roles in the Medicare and Home businesses of Humana. Prior to Humana, Ms. Diamond spent six years working in various financial leadership roles for early stage, venture backed technology companies, and five years as the Chief Financial Officer for a Louisville-based venture capital firm, working with early stage companies across a variety of industries. She currently serves on the boards of several private entities in which Humana has an ownership interest as well as the Louisville Orchestra. Other Public Company Directorships: ■Current: None ■Previous (During Past 5 Years): None	Skills and Qualifications Ms. Diamond brings to our Board of Directors deep knowledge of financial, accounting, strategic, and healthcare matters gained from her over 15-year career in the healthcare industry, particularly through her roles as Chief Financial Officer and President of the Home Solutions business of Humana Inc. She also contributes valuable insights on growth and innovation including consumer segmentation strategies, data analytics, and cutting-edge consumer focused technologies, as well as sustainability and diversity, equity and inclusion obtained through her experience with advancing healthcare equity at Humana. In addition, through her experiences serving as a Chief Financial Officer and President of an operating unit of a large public company, Ms. Diamond also offers operational leadership experience and extensive experience with strategic, financial, risk, and compliance issues, as well as risk management.

Dina Dublon Director Since: 2005 Age: 70	Independent Committee Memberships: ■Compensation ■Sustainability, Diversity and Public Policy
Dina Dublon served as Executive Vice President and Chief Financial Officer at JPMorgan Chase & Co., a leading global financial services company, from 1998 until her retirement in 2004. In this role, she was responsible for global financial management, corporate treasury, tax and investor relations. Ms. Dublon previously held numerous positions at JPMorgan Chase and its predecessor companies, including corporate treasurer, managing director of the financial institutions division and head of asset liability management. Ms. Dublon also previously served on the boards of Microsoft, Accenture, and Deutsche Bank AG and on the faculty of Harvard Business School. She has served on the boards of several non-profit organizations, and currently chairs the board of advisors of the Columbia University Mailman School of Public Health, and serves on the board of directors of The Hastings Center and the Westchester Land Trust. Ms. Dublon currently serves on the independent audit quality committee of Ernst & Young LLP. Other Public Company Directorships: ■Current: T. Rowe Price Group, Inc. ■Previous (During Past 5 Years): Motive Capital Corp II (until 2023); Motive Capital Corp (until 2022)	Skills and Qualifications Ms. Dublon brings to our Board of Directors deep expertise in financial, accounting, strategic and banking matters and capital markets operations gained from her distinguished career in the financial services industry, particularly through her role as Executive Vice President and Chief Financial Officer of JPMorgan Chase. She also contributes valuable risk management insights obtained through her experience at JPMorgan Chase, as well as from her service on the boards of several other public companies, including T. Rowe Price Group, Inc. In addition, Ms. Dublon offers unique perspectives on emerging markets, public policy and sustainability-related matters gained while working with global non-profit organizations focusing on public health and women’s issues and initiatives.

Michelle Gass Director Since: 2019 Age: 56	Independent Committee Memberships: ■Sustainability, Diversity and Public Policy
Michelle Gass has served as President and Chief Executive Officer of Levi Strauss & Co. since January 2024 and as President of Levi’s in 2023. Prior to that, Ms. Gass served as Chief Executive Officer and a director of Kohl’s Corporation, a leading omnichannel retailer, from 2018 to 2022 and as its Chief Executive Officer elect and Chief Merchandising & Customer Officer from 2017 to 2018, Chief Merchandising & Customer Officer from 2015 to 2017, and Chief Customer Officer from 2013 to 2015. Prior to joining Kohl’s, Ms. Gass served in a variety of management positions with Starbucks Corporation from 1996 to 2013, including most recently as President, Starbucks EMEA (Europe, Middle East and Africa) from 2011 to 2013; President, Seattle’s Best Coffee; Executive Vice President, Global Marketing and Category; and various leadership roles in other brand, marketing, product management and strategy functions. Prior to Starbucks, Ms. Gass was with The Procter & Gamble Company. Ms. Gass currently serves on the boards of the Retail Industry Leaders Association and the National Retail Federation. Other Public Company Directorships: ■Current: Levi Strauss & Co. ■Previous (During Past 5 Years): Kohl’s Corporation (until 2022)	Skills and Qualifications Ms. Gass brings to our Board of Directors deep knowledge of the omnichannel retail and consumer products industries gained from over 30 years of experience in retail and consumer goods industries, both domestically and internationally. PepsiCo benefits from her extensive understanding of marketing, product innovation and consumer branding from her various roles at Levi’s, Kohl’s, Starbucks, and Procter & Gamble. As we continue to strengthen our omnichannel capabilities to address evolving consumer preferences, Ms. Gass’ insights in accelerating growth in direct-to-consumer channels and building omnichannel capabilities at Levi’s, as well as driving significant capabilities in digital and growing the e-commerce business during her time at Kohl’s, are particularly helpful. In addition, through her experiences leading large public companies, Kohl’s and Levi’s, and operating businesses at Starbucks, Ms. Gass also offers operational leadership experience, leading and developing strong management teams, as well as creating and implementing strategic plans.

Ramon L. Laguarta Director Since: 2018 Age: 60
Ramon L. Laguarta has served as PepsiCo’s Chief Executive Officer and a director on the Board since 2018, and assumed the role of Chairman of the Board in 2019. Mr. Laguarta previously served as President of PepsiCo from 2017 to 2018. Prior to serving as President, Mr. Laguarta held a variety of positions of increasing responsibility in Europe, including as Commercial Vice President of PepsiCo Europe from 2006 to 2008, PepsiCo Eastern Europe Region from 2008 to 2012, President, Developing & Emerging Markets, PepsiCo Europe from 2012 to 2015, Chief Executive Officer, PepsiCo Europe in 2015, and Chief Executive Officer, Europe Sub-Saharan Africa from 2015 until 2017. From 2002 to 2006, he was General Manager for Iberia Snacks and Juices, and from 1999 to 2001, a General Manager for Greece Snacks. Prior to joining PepsiCo in 1996 as a marketing vice president for Spain Snacks, Mr. Laguarta worked for Chupa Chups, S.A., where he worked in several international assignments in Asia, Europe, the Middle East and the United States. He also currently serves as the Co-Chair of the World Economic Forum’s Board of Stewards for the Food Systems Initiative. Other Public Company Directorships: ■Current: Visa Inc. ■Previous (During Past 5 Years): None	Skills and Qualifications Mr. Laguarta brings to our Board of Directors strong leadership skills and extensive consumer packaged goods experience gained from the 20-plus years he spent in a variety of senior operational and executive roles at PepsiCo. Mr. Laguarta also contributes invaluable perspectives on the global marketplace and sustainability gained from his numerous international senior management positions, including living in Europe and leading the Europe Sub-Saharan Africa division, which has operations that span three continents and is comprised of developed, developing and emerging markets. A native of Barcelona, he speaks multiple languages including English, Spanish, French, German and Greek. Through his leadership of the Europe Sub-Saharan Africa division and then as President of PepsiCo, he offers deep experience in strategic planning, operations, marketing, brand development and logistics. His role as Chairman and CEO of PepsiCo creates a critical link between management and the Board of Directors, enabling the Board to perform its oversight function with the benefit of management’s perspective on the business.

Sir Dave J. Lewis Director Since: 2020 Age: 59	Independent Committee Memberships: ■Sustainability, Diversity and Public Policy
Sir Dave J. Lewis served as Group Chief Executive Officer of Tesco PLC, a multinational grocery and general merchandise retailer, from 2014 until 2020. Prior to joining Tesco, he served in a variety of management positions with Unilever PLC, a global consumer products company, from 1987 to 2014, including a variety of leadership roles in Europe, Asia and the Americas, including as President, Personal Care from 2011 to 2014; President, Americas from 2010 to 2011; and Chairman, UK and Ireland from 2007 to 2010. Sir Dave currently serves as Chair of Haleon plc, a UK-based multinational consumer healthcare company, and Chairman of Xlinks, and also serves on the boards of several non-profit and charitable organizations, including as Chair of World Wildlife Fund – UK. He also serves as an operating advisor to funds of Clayton, Dubilier & Rice, a global private equity firm. Sir Dave was chair of Champions 12.3, a UN program seeking to add momentum to the achievement of the UN Sustainable Development Target 12.3 by 2030, and co-chair of the Consumer, Retail and Life Sciences Business Council, which was established to advise the Prime Minister of the UK. In addition, he served as co-chair of the Supply Chain Advisory Group for the UK government during 2021. In recognition of his contribution to business and the food industry in the UK, Sir Dave was knighted by Her Majesty Queen Elizabeth II in the 2021 New Year’s Honours List. Other Public Company Directorships: ■Current: Haleon plc ■Previous (During Past 5 Years): Tesco PLC (until 2020)	Skills and Qualifications Sir Dave brings to our Board of Directors a wealth of international consumer experience and expertise in business strategy, brand management and customer development through his significant experience over three decades in both retail and consumer-packaged goods industries. He contributes a unique, global perspective on consumer centricity, retail strategy, operations, and supply chain management for consumer-facing brands. Through his experience leading Champions 12.3 and working with non-profit and charitable organizations, he also provides valuable knowledge of sustainability-related matters and the role of business in society as PepsiCo continues to focus on its sustainability goals and pursue strategies to drive sustainable long-term growth.

David C. Page, MD Director Since: 2014 Age: 67	Independent Committee Memberships: ■Compensation ■Sustainability, Diversity and Public Policy
David C. Page, MD, is a professor of biology at Massachusetts Institute of Technology (“MIT”) and the Whitehead Institute for Biomedical Research, an independent non-profit research and educational institute affiliated with MIT and an investigator at the Howard Hughes Medical Institute. His research focuses on the genetic and molecular differences between males and females, and the roles that these differences play in health and disease. He served as Director and President of the Whitehead Institute from 2005 to 2020. In this role, he led a group of scientists focused on cancer research, genetics, genomics, developmental biology, stem cell research, regenerative medicine, parasitic disease and plant biology. His honors include a MacArthur Prize Fellowship, Science magazine’s Top Ten Scientific Advances of the Year (in 1992 and again in 2003) and the 2011 March of Dimes Prize in Developmental Biology. He is a member of the National Academy of Sciences, the National Academy of Medicine and the American Academy of Arts and Sciences. Dr. Page serves as chair of the Visiting Committee for Harvard Medical School and Harvard School of Dental Medicine. Other Public Company Directorships: ■Current: None ■Previous (During Past 5 Years): None	Skills and Qualifications Dr. Page brings to our Board of Directors his scientific and medical expertise, gained from over 30 years of experience in those fields, and a unique perspective on the intersection of academic and commercial scientific research of interest to companies in the food and beverage industry. His perspectives are particularly valuable in light of PepsiCo’s strategic focus on the areas of nutrition and health and wellness. Dr. Page’s experience with producing significant scientific discoveries and innovative breakthroughs is highly relevant to PepsiCo’s research and development initiatives, innovation pipeline and sustainability goals in an environment of shifting consumer preferences and regulatory initiatives.

Robert C. Pohlad Director Since: 2015 Age: 69	Independent Committee Memberships: ■Compensation ■Nominating and Corporate Governance CHAIR
Robert C. Pohlad has served since 1987 as President of Pohlad Holdings, a company of various family-owned entities which operate multiple businesses across a number of industries, including commercial real estate, automation and robotic engineering, and sports and entertainment. From 2002 until its acquisition by PepsiCo in 2010, Mr. Pohlad was Chairman and Chief Executive Officer of PepsiAmericas, Inc., an independent publicly traded company. PepsiAmericas, Inc. was formed from several independent bottlers in 1998, and, under Mr. Pohlad’s tenure, it grew to become the second-largest bottler of PepsiCo products at the time of its acquisition. Previously, Mr. Pohlad held several other executive positions at bottling companies. Mr. Pohlad is a member of the Board of Trustees of the University of Puget Sound and a member and chair of the Board of Visitors of the University of Minnesota Medical School. Other Public Company Directorships: ■Current: None ■Previous (During Past 5 Years): None	Skills and Qualifications Mr. Pohlad brings to our Board of Directors extensive beverage and finance experience gained from the 20-plus years he spent in a variety of senior operational and executive roles at PepsiAmericas, Inc. and its predecessors. Mr. Pohlad has a deep understanding of leveraging large-scale distribution systems and global brands, specifically with respect to beverage and bottling operations, which is invaluable to PepsiCo. In addition, through his experience operating businesses and investments in myriad fields, Mr. Pohlad has gained expertise leading and developing strong management teams, creating and implementing effective strategic plans, addressing succession planning needs and brand-building.

Daniel Vasella, MD Director Since: 2002 Age: 70	Independent Committee Memberships: ■Compensation ■Nominating and Corporate Governance
Daniel Vasella, MD, served as Chairman of Novartis AG, a global innovative healthcare solutions company, from 1999 to 2013 and as Chief Executive Officer of Novartis AG from 1996 to 2010. From 1992 to 1996, Dr. Vasella held the positions of Chief Executive Officer, Chief Operating Officer, Senior Vice President and Head of Worldwide Development and Head of Corporate Marketing at Sandoz Pharma Ltd. He also served at Sandoz Pharmaceuticals Corporation from 1988 to 1992. Dr. Vasella is currently working as a coach to senior executives. He also serves on the boards of several private companies. Other Public Company Directorships: ■Current: American Express Company; SciClone Pharmaceuticals (Holdings) Limited ■Previous (During Past 5 Years): None	Skills and Qualifications Dr. Vasella brings to our Board of Directors his expertise in the areas of nutrition and health and wellness, topics of importance to PepsiCo, as well as his leadership experience and global perspectives, which he obtained through his former role as Chairman and Chief Executive Officer of Novartis. Through his leadership of Novartis and his public company director experience, he also offers to PepsiCo extensive business, corporate governance, operations, management and marketing skills, as well as human capital management and talent development, succession planning and experience developing corporate strategy. In addition, he contributes his knowledge of and experience with regulatory matters developed through his role leading a highly regulated, global business in rapidly changing markets.