DEF 14A of Pepsico Inc, Mar 22, 2024

DEF 14A of Pepsico Inc

Filed Mar 22, 2024 · FY20230001308179-24-000258

Open on EDGAR

  1. Director Nominees

    Director Nominees Our Nominating and Corporate Governance Committee and our Board have determined that the director nominees possess a broad range of attributes, viewpoints and experiences to effectively oversee PepsiCo’s long-term business strategy. The following table provides summary information about each director nominee. For more detailed information about our directors, please see “Election of Directors (Proxy Item No. 1)” beginning on page 11 of this Proxy Statement.

  2. Director Nominees

    | | | Director Since | Age* | Independent | Committee Membership | | | | | Name | Primary Occupation | | | | AC | CC | NCG | SDPP | | Segun Agbaje | Group Chief Executive Officer, Guaranty Trust Holding Company Plc (GTCO Plc) | 2020 | 59 | | E | | | | | Jennifer Bailey | Vice President, Internet Services, Apple Pay, Apple, Inc. | 2023 | 61 | | | | | | | Cesar Conde | Chairman, NBCUniversal News Group | 2016 | 50 | | | | | | | Ian Cook (Presiding Director) | Former Chairman, President and Chief Executive Officer, Colgate-Palmolive Company | 2008 | 71 | | | | | | | Edith W. Cooper | Former Executive Vice President and Global Head, Human Capital Management, The Goldman Sachs Group, Inc. | 2021 | 62 | | | | | | | Susan M. Diamond | Chief Financial Officer, Humana, Inc. | 2023 | 50 | | E | | | | | Dina Dublon | Former Executive Vice President and Chief Financial Officer, JPMorgan Chase & Co. | 2005 | 70 | | | | | | | Michelle Gass | President and Chief Executive Officer, Levi Strauss & Co. | 2019 | 56 | | | | | | | Ramon L. Laguarta | Chairman of the Board and Chief Executive Officer, PepsiCo | 2018 | 60 | | | | | | | Sir Dave J. Lewis | Former Group Chief Executive Officer, Tesco PLC; Chair, Haleon plc; Chairman, Xlinks | 2020 | 59 | | | | | | | David C. Page, MD | Professor, Massachusetts Institute of Technology; Former Director and President, Whitehead Institute for Biomedical Research | 2014 | 67 | | | | | | | Robert C. Pohlad | President of various family-owned entities; Former Chairman and Chief Executive Officer, PepsiAmericas, Inc. | 2015 | 69 | | | | | | | Daniel Vasella, MD | Former Chairman and Chief Executive Officer, Novartis AG | 2002 | 70 | | | | | | | Darren Walker | President, Ford Foundation | 2016 | 64 | | | | | | | Alberto Weisser | Former Chairman and Chief Executive Officer, Bunge Limited | 2011 | 68 | | E | | | |

  3. Director Nominees

    | * 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 |

  4. Director Nominee Highlights

    Director Nominee Highlights Director succession planning is a robust, ongoing process at PepsiCo. Our Board regularly evaluates desired attributes in light of the Company’s strategy and evolving needs. We believe our 15 director nominees bring a diverse and well-rounded range of attributes, viewpoints and experiences, and represent an effective mix of deep company knowledge and fresh perspectives.

  5. Director Nominee Highlights

    | 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 |

  6. Director Nominee Highlights

    | Range of Tenures* | Mix of Ages* | Independent Oversight | | Average Tenure: 7.9 Years | Average Age: 62.4 60% are 65 or younger | 14 of 15 independent director nominees All 4 Board Committees are independent |

  7. Director Nominee Highlights

    | * Tenure and age are as of March 22, 2024. |

  8. Director Nominee Highlights

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

  9. Director Nominee Highlights

    For further information on these attributes and experiences, see page 21.

  10. Director Nominees

    Director Nominees

  11. Director Nominees

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

  12. 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. | |

  13. Director Nominees

    | 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. | |

  14. Director Nominees

    | 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. | |

  15. Director Nominees

    | 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. | |

  16. Director Nominees

    | 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. | |

  17. Director Nominees

    | 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. | |

  18. Director Nominees

    | 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. | |

  19. Director Nominees

    | 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. | |

  20. Director Nominees

    | 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. |

  21. Director Nominees

    | 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. | |

  22. Director Nominees

    | 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. | |

  23. Director Nominees

    | 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. | |

  24. Director Nominees

    | 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. | |

  25. Director Nominees

    | Darren Walker Director Since: 2016 Age: 64 | Independent Committee Memberships: ■Nominating and Corporate Governance ■Sustainability, Diversity and Public Policy CHAIR | | | Darren Walker has served since 2013 as President of the Ford Foundation, a philanthropic organization, and as its Vice President for Education, Creativity and Free Expression from 2010 to 2013. Prior to the Ford Foundation, Mr. Walker joined the Rockefeller Foundation, a philanthropic organization, in 2002 and served as a Vice President responsible for foundation initiatives from 2005 to 2010. From 1995 to 2002, he was the Chief Operating Officer of Abyssinian Development Corporation, a community development organization in Harlem in New York City. Prior to that, Mr. Walker held various positions in finance and banking at UBS AG. Mr. Walker currently serves on the boards of Bloomberg, Inc. and several non-profit organizations, including the National Gallery of Art, Lincoln Center for the Performing Arts, Friends of the High Line and Carnegie Hall. Mr. Walker also currently chairs the U.S. Impact Investing Alliance Advisory Board and is a member of the Council on Foreign Relations and the American Academy of Arts and Sciences. Other Public Company Directorships: ■Current: Ralph Lauren Corporation ■Previous (During Past 5 Years): Block, Inc. (until 2023) | Skills and Qualifications Mr. Walker brings to our Board of Directors his insight into the role of business in society gained through his role as President of the Ford Foundation and his leadership at other non-profit and philanthropic organizations. Through his experience with various social and community initiatives, he provides the Board with unique perspectives on human capital management, talent development and diversity and inclusion and insights on public policy and sustainability-related matters that are particularly valuable as PepsiCo continues to focus on its sustainability goals and pursue strategies to drive long-term growth. In addition, he offers a unique understanding of emerging markets and communities gained through his experience and oversight of the Ford Foundation’s operations. | |

  26. Director Nominees

    | Alberto Weisser Director Since: 2011 Age: 68 | Independent Committee Memberships: ■Audit CHAIR | | | Alberto Weisser served as Chairman and Chief Executive Officer of Bunge Limited, a global food, commodity and agribusiness company, from 1999 until mid-2013 and as Executive Chairman until late-2013. Mr. Weisser previously served as Bunge’s Chief Financial Officer from 1993 to 1999. Previously, Mr. Weisser worked at BASF Group, a chemical company, in various finance-related positions. He also served as a Senior Advisor at Lazard Ltd. from 2015 until 2018. He currently serves on the Americas Advisory Panel of Temasek International Pte. Ltd., a Singapore-based investment company. Other Public Company Directorships: ■Current: Bayer AG; Linde Plc ■Previous (During Past 5 Years): None | Skills and Qualifications Mr. Weisser brings to our Board of Directors his extensive experience with and keen understanding of commodities, gained from his role as Chairman and Chief Executive Officer of Bunge Limited. These skills are particularly valuable to PepsiCo in today’s volatile global economic environment. Mr. Weisser has deep knowledge of the strategic, financial, risk and compliance issues facing a large, diversified, publicly traded company, and significant international experience, particularly with respect to emerging markets. Mr. Weisser also contributes strong financial acumen and expertise resulting from his six years of experience serving as Bunge Limited’s Chief Financial Officer and other senior finance-related positions. | |

  27. Director Nominees

    | Board Composition and Refreshment |

  28. Director Nominees

    We believe the Board benefits from a mix of new directors who bring fresh perspectives and longer-serving directors who bring valuable experience, continuity and a deep understanding of the Company. The Board strives to maintain an appropriate balance of tenure, turnover, diversity, attributes, viewpoints and experiences. To promote thoughtful Board refreshment, we have:

  29. Director Nominees

    | ■ | Developed a comprehensive, ongoing Board succession planning process; | | ■ | Implemented an annual Board and Committee assessment process; | | ■ | Adopted a policy in which no director may stand for election to the Board after reaching the age of 75 and a director’s tenure is considered as a factor in the nomination process. |

  30. Director Nominees

    Six of the director nominees joined the Board since the beginning of 2019. The average age of our director nominees and our independent director nominees is 62.4 years and 62.6 years, respectively. The average tenure of all our director nominees and our independent director nominees is 7.9 years and 8.1 years, respectively.

  31. Our Board of Directors

    Our Board of Directors Our Board of Directors represents the interests of our shareholders and oversees the Company’s business and affairs pursuant to the North Carolina Business Corporation Act and our governing documents. Members of the Board, all of whom are elected annually, oversee the Company’s business and affairs by, among other things, participating in Board and Committee meetings, reviewing materials provided to them, engaging with the Chairman and CEO and with key members of management and associates, bringing in outside experts, and discussing feedback from shareholders and other stakeholders. Outstanding Board Member Attendance. Regular attendance at Board meetings and the Annual Meeting of Shareholders is expected of each director. In fiscal year 2023, our Board of Directors held seven meetings and our Committees held 20 meetings in the aggregate. In fiscal year 2023, no incumbent director attended fewer than 75% of the total number of Board and applicable Committee meetings (in each case held during the period that such director served). Thirteen of fourteen directors then serving attended the 2023 Annual Meeting of Shareholders.

  32. Communications with the Board

    | 2023 Director Compensation |

  33. Annual Compensation

    | ANNUAL DIRECTOR COMPENSATION | ADDITIONAL COMPENSATION | | | An additional $30,000 annual cash retainer ■Nominating and Corporate Governance Committee Chair ■Sustainability, Diversity and Public Policy Committee Chair An additional $40,000 annual cash retainer ■Audit Committee Chair ■Compensation Committee Chair An additional $50,000 annual cash retainer ■Presiding Director |

  34. 2023 Director Compensation

    2023 Director Compensation Clawback Provision. Under the terms of our long-term incentive plans, non-employee directors who violate PepsiCo’s Global Code of Conduct, who violate applicable non-compete provisions, or who engage in gross misconduct may be subject to financial consequences. Our long-term incentive plans permit PepsiCo to cancel a non-employee director’s outstanding equity awards if PepsiCo determines that the non-employee director has committed any such violation. The long-term incentive plans also permit PepsiCo to clawback all gains from exercised stock options received within the 12 months preceding the violation. Prohibition on Hedging and Pledging. Our Insider Trading Policy prohibits all directors (including non-employee directors) from using any strategies or products (such as derivative securities or short-selling techniques) to hedge against the potential changes in the value of PepsiCo Common Stock. In addition, directors may not hold PepsiCo securities in a margin account or pledge PepsiCo stock or PepsiCo stock options as collateral for a loan. Limited Trading Windows. Our directors (including non-employee directors) can only transact in PepsiCo securities during approved trading windows after satisfying mandatory clearance requirements.

  35. 2023 Non-Employee Director Compensation

    2023 Non-Employee Director Compensation The following table summarizes the compensation of the non-employee directors for the fiscal year ended December 30, 2023.

  36. 2023 Non-Employee Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Segun Agbaje | 120,000 | 200,000 | — | 320,000 | | Jennifer Bailey(4) | 70,000 | 475,849 | — | 545,849 | | Shona L. Brown(5) | 66,667 | — | — | 66,667 | | Cesar Conde | 143,333 | 200,000 | — | 343,333 | | Ian Cook | 170,000 | 200,000 | 30,000 | 400,000 | | Edith W. Cooper | 120,000 | 200,000 | 20,080 | 340,080 | | Susan M. Diamond(4) | 70,000 | 475,849 | 30,000 | 575,849 | | Dina Dublon | 120,000 | 200,000 | 30,000 | 350,000 | | Michelle Gass | 120,000 | 200,000 | — | 320,000 | | Dave J. Lewis | 120,000 | 200,000 | — | 320,000 | | David C. Page | 120,000 | 200,000 | 10,080 | 330,080 | | Robert C. Pohlad | 150,000 | 200,000 | — | 350,000 | | Daniel Vasella | 120,000 | 200,000 | 20,000 | 340,000 | | Darren Walker | 150,000 | 200,000 | — | 350,000 | | Alberto Weisser | 160,000 | 200,000 | — | 360,000 |

  37. 2023 Non-Employee Director Compensation

    | (1) The retainer fee reflects a payment of $60,000 made in arrears in June 2023 for service during the period December 1, 2022 through May 31, 2023 and a payment of $60,000 made in arrears in December 2023 for service during the period June 1, 2023 through November 30, 2023. The following directors elected to defer all of their 2022-2023 cash compensation into PepsiCo’s director deferral program: Mr. Agbaje deferred his $120,000 retainer fees into 685 phantom stock units, Ms. Bailey deferred her $70,000 retainer fees into 411 phantom stock units, Ms. Cooper deferred her $120,000 retainer fees into 685 phantom stock units, Ms. Diamond deferred her $70,000 retainer fees into 411 phantom stock units, and Dr. Vasella deferred his $120,000 retainer fees into 685 phantom stock units. The number of phantom units of PepsiCo Common Stock Mr. Agbaje, Mmes. Bailey, Cooper, and Diamond, and Dr. Vasella deferred on June 1, 2023 and December 1, 2023 was determined by dividing the deferred cash compensation by the closing price of PepsiCo Common Stock on the grant date (or the next trading day), which was $182.19 and $168.69, respectively. | | (2) The amounts reported for stock awards represent the full grant date fair value of the phantom stock units granted in 2023 calculated in accordance with the accounting guidance on share-based payments. | | (3) The amounts reported in this column represent PepsiCo Foundation matching gifts, other charitable contributions or commitments, and the value of gifts. Under the matching gift program, the PepsiCo Foundation matches cash or stock donations to recognized tax-exempt organizations. The PepsiCo Foundation annual contributions are generally capped at a total of $10,000, which was increased by $20,000 in October 2023 during our annual corporate-wide giving campaign that encourages associates to give back, for a maximum of $30,000 for the fiscal year. PepsiCo Foundation matching gift contributions are available to all PepsiCo employees and PepsiCo non-employee directors. With respect to Mr. Cook, Mmes. Cooper, Diamond, and Dublon, and Drs. Page and Vasella, the PepsiCo Foundation made matching contributions of $30,000, $20,000, $30,000, $30,000, $10,000, and $20,000, respectively. | | (4) Upon joining the Board on May 3, 2023, Mmes. Bailey and Diamond each received the one-time grant of 1,000 shares of PepsiCo Common Stock granted to all new directors. Each also received a pro-rated annual cash retainer of $10,000 for service from May 3, 2023 through May 31, 2023, a pro-rated equity retainer of $83,334 for service from May 3, 2023 through September 30, 2023, the $200,000 annual equity retainer granted on October 1, 2023 for the period of October 1, 2023 through September 30, 2024, and the cash retainer of $60,000 on December 1, 2023 for service from June 1, 2023 to November 30, 2023. | | (5) Dr. Brown retired from the Board effective May 3, 2023; therefore, her cash retainer fee includes a pro-rata amount of $66,667 for service from December 1, 2022 to May 3, 2023. |

  38. 2023 Non-Employee Director Compensation

    | Ratification of Appointment of Independent Registered Public Accounting Firm (Proxy Item No. 2) |

  39. 2023 Non-Employee Director Compensation

    The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm (taking into account the vote on shareholder ratification). The Audit Committee has appointed KPMG LLP (“KPMG”) as PepsiCo’s independent registered public accounting firm for fiscal year 2024. KPMG has served as PepsiCo’s independent registered public accounting firm since 1990. While we are not required by our By-Laws or otherwise to seek shareholder ratification of the appointment of KPMG as our independent registered public accounting firm, we are doing so as a matter of good corporate governance. If the shareholders do not ratify the appointment, the Audit Committee will take the vote into consideration when determining whether or not to retain KPMG. The Audit Committee believes that the continued retention of KPMG as our independent registered public accounting firm is in the best interests of our shareholders. Even if the selection of KPMG is ratified by shareholders, the Audit Committee in its discretion may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its shareholders. Representatives of KPMG are expected to be present and available to answer appropriate questions at the 2024 Annual Meeting and will have an opportunity to make statements during the meeting if they desire to do so.

  40. 2023 Non-Employee Director Compensation

    | | Our Board of Directors recommends that shareholders vote “FOR” the ratification of the appointment of KPMG as PepsiCo’s independent registered public accounting firm for fiscal year 2024. |

  41. Compensation Discussion and Analysis

    | Pay for Performance | | ■Put the majority of executive officer pay at-risk, where both short-term and long-term incentives depend on performance relative to predetermined goals ■Annual awards granted to executive officers never vest exclusively on continued employment ■Payout at target when PepsiCo achieves its internal performance targets | | Alignment with Business Strategy | | ■Tie performance objectives directly to each Faster, Stronger and Better aspiration to drive forward our vision ■Top-line and market share metrics reinforce our need to be Faster, bottom-line and capital management metrics provide a balance to help us be Stronger, and integrating purpose into strategic business imperatives allows us to be Better | | Shareholder Value Creation | | ■Directly link pay to the achievement of performance goals designed to foster the creation of sustainable long-term shareholder value ■Maintain stock ownership requirements for senior leadership which extend beyond employment with PepsiCo | | Market Pay Competitiveness | | ■Provide market-competitive programs that enable PepsiCo to attract and retain highly qualified and talented individuals ■Reward overachievement allowing for differentiation in talent | | Delivering Individual and ESG Objectives | | ■Recognize the achievement of individual and ESG goals, tailored to each executive officer’s role and responsibilities, that advance PepsiCo’s strategic business imperatives ■Embed goals into individual objectives which are tied to one or more of agriculture, climate, water, packaging, people, expanded portfolio offerings, and/or positive brands for the planet and people |

  42. Compensation Discussion and Analysis

    Impact of 2023 PepsiCo Performance on CEO Pay Chairman and CEO Performance Summary The Board of Directors evaluates the performance of Mr. Laguarta through a rigorous assessment of achievements relative to predetermined operational measures established by the Compensation Committee, with adjustments for individual performance. The annual incentive is fully at-risk based on performance and can range from 0% to 200% of target. For 2023, Mr. Laguarta’s annual incentive was determined by reference to the Business Performance metrics and Business Results under the “2023 Annual Incentive Award” section beginning on page 56 of this Proxy Statement, with primary focus on achievement of predetermined goals for each of the following measures: ■Organic Revenue Growth[5] ■Free Cash Flow Excluding Certain Items[5] ■Relative Competitive Performance ■Core Constant Currency Net Income Growth[5][6] In addition to the Business Performance metrics, the Compensation Committee considered Mr. Laguarta’s individual performance by assessing his progress relative to PepsiCo’s short- and long-term business strategy with an emphasis on the delivery of our aspirations to be Faster, Stronger and Better for our associates, communities, consumers, customers, planet, and shareholders. In 2023, Mr. Laguarta provided strong strategic leadership in an ongoing challenging environment to drive PepsiCo to exceed most of its performance goals, while remaining focused on long-term value creation for its shareholders and navigating a dynamic operating environment. Financial, operational, and individual performance highlights under Mr. Laguarta’s leadership in 2023 include:

  43. Compensation Discussion and Analysis

    | What We Do Stringent clawback provisions: PepsiCo has robust clawback provisions, providing the right to cancel and recoup granted, earned, and vested awards, wholly or partly, with a look-back period in certain circumstances such as an act of gross misconduct. Clawback provisions apply to annual incentive, LTI, executive deferral programs, and non-qualified defined benefit pension programs Double trigger vesting: LTI awards provide for accelerated vesting only if an executive is involuntarily terminated without cause or resigns for good reason within two years of a change in control or if the awards are not assumed by the acquirer Responsible share usage: Share utilization remains below our peer group median due to our responsible usage of shares under the LTI Plan Rigorous stock ownership requirements: Executive officers are required to own PepsiCo stock worth two to eight times their base salary (depending on position), with holding requirements extending for 12 months beyond employment with PepsiCo Challenging incentive targets: Targets for incentive awards are set at the beginning of the performance period taking into consideration our business strategy, operating goals, and external guidance Risk mitigation: Our compensation programs include balanced performance metrics, clawback provisions, and an oversight process to identify risk | What We Don’t Do No employment agreements: None of our executive officers have an employment agreement, separation, or cash change in control agreement No supplemental executive retirement plans: We do not have any supplemental executive retirement plans, as our NEOs participate in the same pension programs as other similarly situated employees No tax gross-ups: We do not provide tax gross-ups on perks or benefits except in the case of standard expatriate tax equalization benefits available to all similarly situated employees No hedging and pledging: Under our Insider Trading Policy, executive officers are prohibited from hedging and pledging Company stock No resetting of financial targets: We do not reset internal incentive goals used to determine performance-based award payouts for executive officers once established at the beginning of the performance period No repricing: We do not reprice stock option awards and our plans expressly forbid exchanging underwater options for cash No cash severance above cap without seeking shareholder ratification: We do not enter into new arrangements with executive officers that would pay cash severance benefits in excess of 2.99 times the sum of an executive officer’s base salary plus annual incentive, without seeking shareholder ratification |

  44. Compensation Discussion and Analysis

    In the first quarter of 2024, Mr. Williams’ base salary was increased to $900,000 to maintain competitiveness with external peers. 2023 Annual Incentive Award We provide annual cash incentive opportunities to our NEOs under the PepsiCo, Inc. Executive Incentive Compensation Plan (“EICP”). Awards granted under the EICP are designed to drive Company, business unit, and individual performance. When determining the actual annual incentive award payable to each executive officer, the Compensation Committee considers both business and individual performance. The graphic below illustrates the calculation of the annual incentive award for each NEO, apart from the Chairman and CEO, whose compensation is discussed earlier. Business Performance Metrics. Our annual incentive program applies metrics that executives directly influence to ensure a link between annual performance and actual incentive payments. Compensation performance measures are selected taking our strategy and how shareholders evaluate the success of our business into consideration to drive effective execution and delivery of our performance goals. The Compensation Committee may make adjustments from time to time to facilitate year-over-year comparability of historical business performance and trends, which is consistent with how management evaluates performance results. The 2023 performance metrics which make up the Business Performance component of the annual incentive award are listed in the table below for each NEO:

  45. Compensation Discussion and Analysis

    | (1) Annual incentive award for Mr. Caulfield was based on Frito-Lay North America (“FLNA”) and Quaker Foods North America (“QFNA”) compensation performance measures prior to his promotion to EVP and CFO, PepsiCo on November 30, 2023. | | (2) Annual incentive award for Mr. Williams is based on FLNA and QFNA compensation performance measures. |

  46. Compensation Discussion and Analysis

    To determine Mr. Laguarta’s annual incentive, the Board of Directors reviews the above Business Performance metrics against predetermined targets as previously discussed in the “Chairman and CEO Performance Summary” section of this Proxy Statement. Business Performance for all other NEOs is calculated using a weighting established at the beginning of the performance period of 30% Organic Revenue Growth, 30% Core Constant Currency Net Income Growth[7]/Core Constant Currency Operating Profit Growth, 30% Relative Competitive Performance, and 10% Free Cash Flow Excluding Certain Items, with bonus scores capped at target if certain performance targets are not achieved. Business Results. In determining annual incentive awards for 2023, the Compensation Committee assessed actual Company performance against the pre-established performance targets noted in the table below. Performance targets are set taking external guidance into consideration, the likelihood of achievement based on industry and macro trends, and expected performance relative to peers. Performance targets are designed to be rigorous, requiring commitment from our NEOs to ensure they deliver on our performance goals communicated to shareholders.

  47. Compensation Discussion and Analysis

    | Performance Metrics[8] | Performance Targets | Actual Results | | Organic Revenue Growth | 6.0% | 9.5% | | Free Cash Flow Excluding Certain Items | $7.9 billion | $9.1 billion | | Core Constant Currency EPS Growth | 8% | 14% | | Core Constant Currency Net Income Growth[7] | 8% | 14% |

  48. Compensation Discussion and Analysis

    Relative Competitive Performance (“RCP”). In addition to the financial performance measures outlined above, RCP is also used to determine annual incentive award payouts. RCP is a measure that assesses year-over-year market share change in applicable food and beverage categories such as savory, liquid refreshment beverages, cereals, and/or modern dairy, based on market share data reported by independent market research leaders and our analysis of other relevant factors, including data availability, data quality, strategic importance to a category, consumer perception, and brand equity. Individual Performance Metrics. The Compensation Committee evaluates individual performance based on objectives related to an individual’s contribution to PepsiCo’s strategic business imperatives, such as improving performance efficiencies, driving innovation, increasing customer satisfaction, enhancing environmental sustainability, and managing and developing a diverse and talented workforce. The strategic business imperatives are intended to be challenging. They can be both quantitative and qualitative and vary for each executive officer. As pep+ is integrated into our core business strategy, executive officers are held accountable for strategic imperatives which drive action and progress towards our long-term sustainability goals. As such, all executive officers have ESG goals incorporated into their individual performance objectives, generally tailored to the scope of their respective responsibilities. The Compensation Committee thoroughly reviews all accomplishments for the performance year, evaluating each executive officer’s progress towards the achievement of our broader sustainability goals as described in PepsiCo’s ESG Summary, accessible through www.pepsico.com. Holistic accomplishments pertaining to each stage of our value chain are considered including, but not limited to: agriculture, climate, water, packaging, people, expanded portfolio offerings, and/or positive brands for the planet and people. These outcomes are taken into consideration by the Compensation Committee, in conjunction with the executive officer’s broader contributions to PepsiCo’s business imperatives, translating into their Individual Performance Multiplier, which ranges from 0% to 150% to allow for enhanced differentiation in payouts. NEO Performance Summary. In determining annual incentive awards for 2023, the Compensation Committee considered the following accomplishments by NEOs, other than the Chairman and CEO, who is discussed earlier.

  49. Compensation Discussion and Analysis

    Long-Term Incentive Awards PepsiCo’s LTI program is 100% performance-based. The design helps ensure an appropriate level of focus on successfully attaining critical performance goals and sustained appreciation in shareholder value relative to our peers. The vesting of LTI awards is 100% performance-based, subject to the achievement of ambitious three-year financial targets aligned with the terms and conditions of PepsiCo’s LTI program. The three-year cliff vesting provision also serves as a critical retention tool in an environment of competition for key talent.

  50. Compensation Discussion and Analysis

    | Awards granted include two distinct components: PSUs and LTC awards. Each executive’s target grant value is based on their role. | |

  51. Compensation Discussion and Analysis

    Performance Stock Units The PSUs incentivize our executive officers to focus on critical performance objectives that we believe translate to sustainable shareholder returns over the long term. The PSUs pay out in PepsiCo shares, plus dividends accrued over the vesting period on earned shares.

  52. Compensation Discussion and Analysis

    | 100% weighting | Relative TSR Performance TSR performance relative to our proxy peer group set at the time of grant over a 3-year performance period. | | | Above target payout requires us to deliver positive 3-year TSR. Linear interpolation is used when ranking falls between percentages shown. | | Payout | 0 - 200% of Target |

  53. Compensation Discussion and Analysis

    Long-Term Incentive Award Payouts 2021 PSU Payout As a result of strong three-year performance, the 2021 PSUs paid out at 200% of target.

  54. Compensation Discussion and Analysis

    | Name | PSUs Granted | PSUs Earned | Payout of Target | | Ramon L. Laguarta | 66,629 | 133,258 | 200% | | Jamie Caulfield(1) | 0 | 0 | N/A | | Steven Williams | 15,086 | 30,172 | 200% | | Kirk Tanner(2) | 14,701 | 29,402 | 200% | | Silviu Popovici | 15,086 | 30,172 | 200% | | Hugh F. Johnston | 35,200 | 70,400 | 200% |

  55. Compensation Discussion and Analysis

    | (1) Mr. Caulfield was not eligible for any PSUs granted in 2021 as he was not an executive officer at the time. | | (2) Mr. Tanner’s 2021 PSU award was pro-rated as a result of his retirement on February 2, 2024. |

  56. Compensation Discussion and Analysis

    | 3-YEAR RELATIVE TSR PERCENTILE VS. PROXY PEER GROUP | | | | ■Based on PepsiCo’s TSR of 24.4% for the three-year performance period ended on December 31, 2023, PepsiCo ranked at the 74th percentile relative to our proxy peer group |

  57. Compensation Discussion and Analysis

    | Name | LTC Granted ($000) | LTC Earned ($000) | Payout of Target | | Ramon L. Laguarta | 4,505 | 6,667 | 148% | | Jamie Caulfield(1) | 0 | 0 | N/A | | Steven Williams | 1,020 | 1,510 | 148% | | Kirk Tanner(2) | 994 | 1,471 | 148% | | Silviu Popovici | 1,020 | 1,510 | 148% | | Hugh F. Johnston | 2,380 | 3,522 | 148% |

  58. Compensation Discussion and Analysis

    Special Long-Term Incentive Awards Special PSU Award Grants No special PSU awards were granted to NEOs in 2023, and no special PSU awards remain outstanding for our NEOs.

  59. Compensation Discussion and Analysis

    | [10] | Please refer to Appendix A to this Proxy Statement for a description and reconciliation of these non-GAAP compensation performance measures relative to reported GAAP financial measures, and to pages 46-51 and 53 of PepsiCo’s 2023 Annual Report on Form 10-K for the fiscal year ended December 30, 2023 for a more detailed description of the items excluded from these measures. |

  60. Compensation Discussion and Analysis

    | Retirement and Post-Retiree Medical | Health and Mobility Benefits | | ■Our NEOs participate in the same retirement programs as other similarly situated employees and receive no enhancements in determining their benefits versus other employees ■PepsiCo maintains defined benefit pension plans for the majority of U.S. salaried employees hired before January 1, 2011 and defined contribution plans for U.S. salaried employees hired in 2011 or later ■A separate retirement plan is also maintained for certain employees working outside the U.S. who are unable to participate in their home country plans ■Effective December 31, 2025, accruals for salaried employees under the defined benefit pension plans in which NEOs participate will be frozen and employees will participate in the defined contribution plans going forward with details described in the “2023 Retirement Benefits” section beginning on page 73 ■Our NEOs are also eligible for retiree medical coverage on the same terms as other similarly situated employees ■No NEOs were provided enhanced coverage, such as executive life insurance | ■Executive officers receive the same healthcare benefits as other similarly situated employees ■U.S.-based medical benefits are generally the same for all participants in the Company’s healthcare program; however, our executive officers are required to pay two to three times as much as non-executive employees for their coverage ■International medical benefit plans vary, but executives typically receive the benefits offered in the relevant broad-based program ■PepsiCo’s global mobility program facilitates the assignment of global talent to positions in other countries by minimizing any financial detriment or gain to the employee from an international assignment ■Executive officers who relocate are supported under the mobility program available to all PepsiCo salaried employees, eligible for reimbursement of relocation expenses, such as household goods shipment and applicable taxes associated with moving | | Perquisites | Executive Income Deferral | | ■Consistent with our pay-for-performance philosophy, we limit executive perquisites to a Company car allowance, an annual physical, and personal use of Company aircraft ■Certain executive officers may also be required to use Company ground transportation ■Based on an independent security study, the Compensation Committee generally requires the CEO to use Company aircraft to enhance personal safety and to increase time available for business purposes ■Certain exceptions allow the use of commercial aviation by the CEO provided that the PepsiCo Global Security Team has assessed the risk and trip itinerary in advance, establishing a travel security protocol ■Executives are fully responsible for their personal income tax liability associated with personal use of Company aircraft ■A select few executive officers who are permitted to use Company aircraft, other than the CEO, must reimburse PepsiCo for the full variable operating cost of personal flights in excess of a limited number of hours per year as established by the Compensation Committee ■Personal use of Company aircraft above a predetermined hour threshold for executive officers other than the CEO must be approved by the CEO on a case-by-case basis | ■Under the PepsiCo Executive Income Deferral Program (the “EIDP”), eligible U.S.-based executives can elect to defer up to 75% of their base salary and up to 100% of their annual cash incentive awards into phantom investment funds on a tax-deferred basis ■Executives may elect to have their deferral accounts notionally invested in market-based funds, including the PepsiCo Common Stock Fund ■The EIDP does not guarantee a rate of return, does not match deferrals, and none of the funds provide “above market” earnings ■The EIDP is a non-qualified and unfunded program in which account balances are unsecured and at-risk, with its material features described in the “2023 Non-Qualified Deferred Compensation” section beginning on page 77 |

  61. Compensation Discussion and Analysis

    Peer Group The Compensation Committee assesses the composition of the proxy peer group annually.

  62. Compensation Discussion and Analysis

    | How the Compensation Peer Group is Selected | ■Comparable size (based on revenue and market capitalization) ■Strong consumer brands ■Innovative culture ■PepsiCo’s competitors for executive talent ■Primary focus on business-to-consumer model ■Significant international operations | | How Compensation Peer Group is Used | ■To help evaluate whether executive officer pay levels are aligned with Company performance on a relative basis ■To calculate our relative TSR performance over a three-year performance period and determine payout of the LTC award ■To assess competitiveness of executive compensation plan design and benefit prevalence |

  63. PEPSICO 2023 COMPENSATION PEER GROUP

    PEPSICO 2023 COMPENSATION PEER GROUP

  64. PEPSICO 2023 COMPENSATION PEER GROUP

    | 3M Company | Johnson & Johnson | The Procter & Gamble Company | | Anheuser-Busch InBev SA/NV | The Kraft Heinz Company | Starbucks Corporation | | The Coca-Cola Company | McDonald’s Corporation | Unilever PLC | | Colgate-Palmolive Company | Mondelēz International, Inc. | United Parcel Service, Inc. | | Danone S.A. | Nestlé S.A. | Verizon Communications Inc. | | FedEx Corporation | NIKE, Inc. | Walmart Inc. | | General Mills, Inc. | Pfizer Inc. | The Walt Disney Company |

  65. PEPSICO VS. 2023 PEER GROUP

    PEPSICO VS. 2023 PEER GROUP

  66. PEPSICO VS. 2023 PEER GROUP

    | * Based on the four fiscal quarters ended prior to December 30, 2023 and publicly available as of March 1, 2024 | | ** Based on 2023 year-end |

  67. PEPSICO VS. 2023 PEER GROUP

    Governance Features of Our Executive Compensation Programs We believe that PepsiCo’s compensation programs should ensure that our executives remain accountable for business results and take responsibility for the assets of the business and its employees. Consistent with this objective, our Board has incorporated strong governance features into our executive compensation programs. Risk Mitigation PepsiCo’s executive compensation programs include features intended to discourage employees from taking unnecessary and excessive risks that could threaten the financial health and viability of the Company.

  68. PEPSICO VS. 2023 PEER GROUP

    | | | | | | Balanced Performance Metrics | Accountability for Prior Business Unit Results | Emphasis on Long-Term Shareholder Value Creation | Stringent Clawback Provisions | | The annual incentive program utilizes balanced financial measures consisting of top-line metrics (such as organic revenue), bottom-line metrics (such as operating profit), and metrics designed to enhance capital management (such as cash flow). | All or a portion of the annual incentive award for any executive officer who assumes a new leadership position in a different business unit is generally determined based on the prior business unit’s results to hold the executive officer accountable for sustained performance. | LTI awards are the most significant element of executive officer pay and focus executives on creating long-term shareholder value, measured in terms of delivering exceptional long-term performance results and stock price performance relative to a peer group. | Under PepsiCo’s programs, the Company has the right to cancel and recoup awards and gains from an executive in certain circumstances, such as an act of gross misconduct. Recovery may be initiated even if there was no misconduct or failure of oversight on the part of an executive. |

  69. PEPSICO VS. 2023 PEER GROUP

    Stock Ownership Requirements Under PepsiCo’s stock ownership guidelines, executive officers are required to own shares of PepsiCo Common Stock equal in value to a specified multiple of their annual base salary, as set forth below:

  70. PEPSICO VS. 2023 PEER GROUP

    | CEO | | | CFO and Business Unit CEOs | | | All Other Executive Officers | |

  71. PEPSICO VS. 2023 PEER GROUP

    Shares of PepsiCo Common Stock or equivalents held by the executive officer (or immediate family members) in a 401(k) plan, in a deferred compensation account, or in a trust for the benefit of immediate family members count towards satisfying the requirement. Unexercised stock options and unvested PSUs and Restricted Stock Units (“RSUs”) granted under the LTI Plan do not count towards satisfying the applicable stock ownership requirement. Executive officers have five years from the date they first become subject to a particular level of stock ownership to meet the stock ownership requirement. All of PepsiCo’s executive officers have met or are on track to meet their ownership requirements within the five-year period. Executive officers who terminate or retire from PepsiCo are required to continue to hold 100% of the shares needed to meet the applicable level of stock ownership until at least six months after termination or retirement and to continue to hold at least 50% of the shares needed to meet the applicable level of stock ownership until at least twelve months after termination or retirement. Share Retention Policy To ensure that our executive officers exhibit a strong commitment to PepsiCo stock ownership, the Board adopted a Share Retention Policy. The policy limits the sale proceeds that an executive officer may receive in cash upon exercise of stock options during each calendar year to 20% of the aggregate value of all of the executive officer’s in-the-money vested stock options. Any sale proceeds in excess of this 20% limit must be held in shares of PepsiCo Common Stock for at least one year after the date of exercise. In addition, executive officers are required to hold at least 50% of the shares, net of applicable tax withholding, received upon the vesting and payout of PSUs in furtherance of PepsiCo’s stock ownership guidelines. Executive officers who maintain the required level of stock ownership are exempt from the Share Retention Policy. No Employment Contracts None of our NEOs have an employment contract or separation agreement, and we do not maintain formal programs or policies that guarantee cash severance or continued access to health and welfare benefits in the event of an involuntary termination of employment. Consistent with our approach of rewarding performance, employment is not guaranteed, and either the Company or the NEO may terminate the employment relationship at any time. In some cases, the Compensation Committee or the Board may agree to provide separation payments and benefits to departing executives upon their termination. Such terminations are addressed on a case-by-case basis, taking into consideration the nature of the termination and a variety of other factors. Cash Severance Policy The Compensation Committee adopted the PepsiCo, Inc. Executive Officer Cash Severance Policy under which the Company will seek shareholder ratification of any new employment, severance or separation agreement with an executive officer, or any new severance plan or policy covering an executive officer, that provides for “cash severance benefits” (as defined in such policy) 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). Under this policy, “cash severance benefits” include cash payments such as those made in connection with the termination of an executive officer’s employment or to secure an agreement with an executive officer to not compete with the Company. Certain payments are excluded from this policy, including those made in accordance with the terms of the shareholder-approved LTI Plan, settlements of claims asserted against the Company by an executive officer, payments for services provided following termination, and distributions made from the Company’s benefit programs. Clawback Provisions Compliance with our Global Code of Conduct, as well as Acting with Integrity, one of the seven guiding behaviors of The PepsiCo Way, are fundamental to doing business the right way. To reinforce the importance of this, PepsiCo’s executive compensation programs have stringent clawback provisions which allow the Company to cancel outstanding awards from the EICP and LTI Plan, to enforce the repayment of gains from the exercise of any stock options granted under the terms of the LTI Plan and to recoup the value of awards, regardless of whether they are performance- or time-based, that have vested and/or paid out from the EICP and LTI Plan. Clawback provisions are triggered in the event an executive engages in behavior that may be detrimental to the Company, such as the breaching of non-competition, non-solicitation or non-disclosure clauses, or an act of gross misconduct. In addition, the Compensation Committee adopted the PepsiCo, Inc. Compensation Recovery Policy for Covered Executives, effective October 2, 2023, which requires recovery of incentive-based compensation erroneously received by current and former executive officers, in the event of an accounting adjustment to the Company’s financial results, over the three years prior to an accounting restatement. This policy supplements the clawback provisions described above. In the case of erroneous payments, recovery is initiated even if there was no misconduct or failure of oversight on the part of an individual executive. Change in Control Provisions PepsiCo does not maintain formal policies for our NEOs that provide for predetermined cash severance, continued health and welfare benefits, pension service credit, tax gross-ups, or any other change in control benefits other than change in control protections under the shareholder-approved LTI Plan. The LTI Plan provides non-employee directors and all employees, including executive officers, change in control protection for their LTI awards. Outstanding unvested awards vest and performance-based awards are payable in accordance with their terms as if performance metrics have been achieved at the target performance level in the event that the participant is terminated without cause or resigns for good reason within two years following a change in control of PepsiCo (i.e., “double trigger” vesting) or if the acquiring entity fails to assume or replace the awards. We utilize “double trigger” vesting to ensure management talent will be available to assist in the successful integration following a change in control and to align with prevailing governance practices. Prohibition on Hedging and Pledging Our Insider Trading Policy prohibits employees, including executive officers, from engaging in activities that are designed to hedge or offset any decrease in the market value of PepsiCo stock (including purchasing financial instruments such as prepaid variable forward contracts, collars, exchange funds or equity swaps, or engaging in short sales). In addition, employees, including executive officers, may not hold PepsiCo securities in a margin account or pledge PepsiCo stock or PepsiCo stock options as collateral for a loan or otherwise. Limited Trading Windows Executive officers can only transact in PepsiCo securities during approved trading windows after satisfying mandatory clearance requirements. Responsible Equity Grant Practices PepsiCo’s equity grant practices ensure all grants are made on fixed pre-established grant dates and at exercise prices or grant prices equal to the “fair market value” of PepsiCo Common Stock on such dates.

  72. PEPSICO VS. 2023 PEER GROUP

    | ■ | Stock option, PSU, and RSU grants are awarded under our shareholder-approved LTI Plan at “fair market value,” defined as the average of the high and low stock prices rounded up to the nearest quarter on the date of grant. These formulas mitigate the impact of our stock price’s intra-day volatility when setting the grant price of equity awards. | | ■ | PepsiCo does not backdate, reprice, or grant stock options retroactively. Our shareholder-approved LTI Plan prohibits repricing of awards or exchanges of underwater options for cash or other securities without shareholder approval. | | ■ | Under our shareholder-approved LTI Plan, stock options, RSUs, PSUs, and LTC awards generally require a three-year minimum vesting period. | | ■ | PepsiCo is responsible in the use of shares under our LTI Plan, with share utilization below our peer group median. | | ■ | Equity award grants to executive officers are approved by a subcommittee of the Compensation Committee consisting entirely of non-employee directors, as that term is defined in Rule 16b-3 of the Exchange Act. |

  73. PEPSICO VS. 2023 PEER GROUP

    Tax Considerations Historically, the Compensation Committee has considered the impact of Section 162(m) of the Internal Revenue Code in establishing compensation for our executive officers, with a primary objective of supporting PepsiCo’s business needs and workforce strategy. Effective with the January 1, 2018 taxation year, the Section 162(m) performance-based exception is no longer applicable and the $1 million deduction limit applies to the CEO, CFO, and the top three other highest compensated executive officers in the year. The deduction limit also applies to all those who were subject to the limit in any prior year after 2016, and it continues to apply to compensation paid at any time, including after termination or retirement and after death. Our Decision-Making Process Compensation Committee

  74. PEPSICO VS. 2023 PEER GROUP

    | The Compensation Committee oversees and evaluates PepsiCo’s executive compensation programs against competitive practices, regulatory developments, and corporate governance trends. |

  75. PEPSICO VS. 2023 PEER GROUP

    | JAN | FEB | MAR | | APR | MAY | JUN | | JUL | AUG | SEP | | OCT | NOV | DEC | | February Meeting | | | March Meeting | | | | September Meeting | | | | November Meeting | | | | | ■Certifies performance-based incentive payouts ■Recommends CEO compensation to independent members of the Board without management input ■Approves performance goals and other objectives of the Chairman and CEO ■Approves executive officer compensation based on Company performance, market data, responsibilities, and other factors | | | ■Sets specific performance targets for executive officer incentive awards ■Reviews compensation-related disclosures for Proxy Statement | | | | ■Reports to the Board regarding director compensation and stock ownership guidelines ■Establishes peer group companies used to benchmark Company performance and executive officer compensation ■Reviews trends and best practices in executive compensation | | | | ■Reviews Committee Charter, Committee’s assessment results and work plan for the following year ■Reviews and approves executive compensation policies, such as stock ownership and clawback provisions, as needed | | | |

  76. PEPSICO VS. 2023 PEER GROUP

    Compensation Committee meetings may occur on a more frequent basis in the event of ad hoc matters for discussion or approval.

  77. PEPSICO VS. 2023 PEER GROUP

    | Independent Advisor | PepsiCo Management | | The Compensation Committee has engaged FW Cook as its independent external advisor, and considers analysis and advice from FW Cook when making compensation decisions | PepsiCo’s management team is responsible for providing input to the Compensation Committee with respect to compensation decisions for PepsiCo’s executive officers (other than the Chairman and CEO) | | ■Provides recommendations on Chairman and CEO compensation directly to the Compensation Committee ■Regularly reviews the Company’s executive compensation programs, in cooperation with management, and advises the Committee of changes that may be made to better reflect evolving best practices and improve effectiveness ■Regularly reviews the Company’s compensation philosophy, peer group, and target competitive positioning for reasonableness and appropriateness ■All services performed by FW Cook have been limited to executive and director compensation consulting ■FW Cook is prohibited from undertaking any other work with PepsiCo management or employees and has direct access to Compensation Committee members without management involvement ■The Compensation Committee assessed FW Cook’s independence under SEC regulations and Nasdaq listing standards, and concluded that there is no conflict of interest | ■Provides input regarding PepsiCo’s business strategy and performance ■Regularly reviews shareholder feedback which is taken into consideration when reevaluating and/or designing the Company’s executive compensation programs ■The Chairman and CEO provides the Compensation Committee with a self-assessment based on achievement of the agreed-upon objectives and other leadership accomplishments ■The Chairman and CEO provides the Compensation Committee with performance evaluations and pay recommendations for other executive officers |

  78. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table summarizes the compensation of the NEOs for the fiscal year ended December 30, 2023 in accordance with SEC rules. We encourage you to also review a summary of the Chairman and CEO’s performance and pay decisions beginning on page 52 for a description of how compensation is viewed by PepsiCo’s Board.

  79. 2023 Summary Compensation Table

    | Name and Principal Position | Year(1) | Salary ($)(2) | Bonus ($) | Stock Awards ($)(3) | Non-Equity Incentive Plan Compensation ($) | | | Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)(7) | All Other Compensation ($)(8) | Total ($) | | | | | | | Subtotal for Annual Payouts ($)(4) | Subtotal for Long- Term Payouts ($)(5) | Total for Annual and Long-Term Payouts ($)(6) | | | | | Ramon L. Laguarta Chairman of the Board and Chief Executive Officer | 2023 | 1,688,462 | — | 10,230,075 | 6,750,000 | 6,667,400 | 13,417,400 | 7,746,199 | 824,076 | 33,906,212 | | | 2022 | 1,644,712 | — | 9,404,937 | 6,320,000 | 6,164,200 | 12,484,200 | 4,251,779 | 602,600 | 28,388,228 | | | 2021 | 1,542,308 | — | 8,745,056 | 6,006,640 | 4,216,000 | 10,222,640 | 4,415,239 | 581,364 | 25,506,607 | | Jamie Caulfield EVP and CFO | 2023 | 498,615 | — | 1,261,467 | 612,100 | 210,540 | 822,640 | 638,757 | 125,770 | 3,347,249 | | Steven Williams CEO, PFNA | 2023 | 842,308 | — | 2,640,069 | 2,013,690 | 1,509,600 | 3,523,290 | 2,791,721 | 189,341 | 9,986,729 | | | 2022 | 815,385 | — | 2,310,036 | 2,594,880 | 1,761,200 | 4,356,080 | 484,099 | 146,890 | 8,112,490 | | | 2021 | 784,615 | — | 1,980,038 | 1,406,240 | 411,060 | 1,817,300 | 1,583,633 | 149,035 | 6,314,621 | | Kirk Tanner CEO, PBNA | 2023 | 842,308 | — | 2,640,069 | 1,430,410 | 1,471,068 | 2,901,478 | 1,474,557 | 89,650 | 7,948,062 | | | 2022 | 815,385 | — | 2,310,036 | 1,240,800 | 2,264,400 | 3,505,200 | — | 117,885 | 6,748,506 | | | 2021 | 800,000 | — | 1,980,038 | 2,535,000 | 1,328,040 | 3,863,040 | 1,589,710 | 157,918 | 8,390,706 | | Silviu Popovici CEO, Europe | 2023 | 791,667 | — | 2,112,021 | 2,434,380 | 1,509,600 | 3,943,980 | 385,513 | 414,260 | 7,647,441 | | | 2022 | 764,423 | — | 2,111,991 | 2,059,430 | 2,264,400 | 4,323,830 | 297,469 | 1,886,345 | 9,384,058 | | | 2021 | 750,000 | — | 1,980,038 | 1,584,000 | 1,264,800 | 2,848,800 | 264,701 | 2,632,231 | 8,475,770 | | Hugh F. Johnston Former Vice Chairman, EVP and CFO | 2023 | 919,231 | — | 4,620,078 | 2,598,750 | 3,522,400 | 6,121,150 | 3,952,559 | 160,870 | 15,773,888 | | | 2022 | 1,019,231 | — | 4,620,072 | 2,891,700 | 3,522,400 | 6,414,100 | 1,210,440 | 131,461 | 13,395,304 | | | 2021 | 1,000,000 | — | 4,620,000 | 2,958,380 | 2,635,000 | 5,593,380 | 1,849,787 | 141,198 | 13,204,365 |

  80. 2023 Summary Compensation Table

    | (1) Mr. Caulfield was not an NEO prior to 2023 and, as a result, only his 2023 compensation information is being disclosed in the Summary Compensation Table. | | (2) In 2022, the salary amounts reflect the actual base salary payments made to the NEOs during the fiscal year, which included a 53rd week. | | (3) The amounts reported for stock awards represent the aggregate grant date fair value of stock awards calculated in accordance with the accounting guidance on share-based payments. For a discussion of the assumptions and methodologies used in calculating the grant date fair value of these awards, please see Note 6 to the Company’s consolidated financial statements in the Company’s Annual Report on Form 10-K for the applicable fiscal year. For 2023, the amounts reported in this column represent the grant date fair value of PSU and RSU awards. If PepsiCo were to exceed its performance targets, grant recipients may earn up to 200% of the target number of PSUs granted. The following table reflects the grant date fair value of the PSU awards at below-threshold, target, and maximum performance earn-out levels. |

  81. 2023 Summary Compensation Table

    | | Value of 2023 PSU Awards | | | | Name | Below Threshold | At Target Level ($) | At Maximum 200% Level ($) | | Ramon L. Laguarta | — | 10,230,075 | 20,460,150 | | Jamie Caulfield | — | — | — | | Steven Williams | — | 2,640,069 | 5,280,138 | | Kirk Tanner | — | 2,640,069 | 5,280,138 | | Silviu Popovici | — | 2,112,021 | 4,224,042 | | Hugh F. Johnston | — | 4,620,078 | 9,240,156 |

  82. 2023 Summary Compensation Table

    | (4) As described in the “2023 Annual Incentive Award” section of the Compensation Discussion and Analysis beginning on page 56 of this Proxy Statement, the amounts reported reflect compensation earned for performance under the annual incentive compensation program for that year, paid in March of the subsequent year. | | (5) As described in the “Long-Term Incentive Award Payouts” section of the Compensation Discussion and Analysis on page 61 of this Proxy Statement, the Long-Term Payout amounts reported for 2023 reflect compensation earned for performance over a three-year period (2021-2023) under the LTC award granted in 2021 and paid in March 2024. The amount reported for Mr. Caulfield represents the aggregate amount which he earned under the Premium Bonus program for the 2023 performance period prior to his promotion to EVP and CFO, which is paid in equal thirds over three years, beginning in the first quarter following the performance year. | | (6) Represents the total of the Annual Payouts and Long-Term Payouts of Non-Equity Incentive Plan Compensation. | | (7) The amounts reported reflect the aggregate change in the actuarial present value of each NEO’s accumulated benefit under the defined benefit pension plans in which they participate. As PepsiCo does not provide above market or preferential rates on non-qualified deferred compensation, notional earnings are not included in this column for any NEOs who may participate in a non-qualified deferred compensation plan. The change in pension value reflects changes in age, service, earnings, and market-based assumptions used to determine present value in each year. These factors contributed to a negative change of $(243,204) in pension value for Mr. Tanner in 2022, and pursuant to SEC reporting rules, a negative change in pension value is reported in the Summary Compensation Table as a zero. | | (8) The following table provides the details for the amounts reported for 2023 for each NEO: |

  83. 2023 Summary Compensation Table

    | Name | Personal Use of Company Aircraft ($)(A) | Car Allowance and Personal Use of Ground Transportation ($)(B) | Global Mobility ($)(C) | Tax Equalization ($)(D) | Charitable Contributions ($)(E) | Total All Other Compensation ($) | | Ramon L. Laguarta(F) | 650,775 | 25,350 | 69,731 | 40,770 | 30,000 | 824,076 | | Jamie Caulfield | — | 22,970 | 102,800 | — | — | 125,770 | | Steven Williams | 133,991 | 25,350 | — | — | 30,000 | 189,341 | | Kirk Tanner | 61,800 | 25,350 | — | — | 2,500 | 89,650 | | Silviu Popovici(G) | — | 40,616 | 368,644 | — | 5,000 | 414,260 | | Hugh F. Johnston | 120,767 | 23,303 | — | — | 16,800 | 160,870 |

  84. 2023 Summary Compensation Table

    | (A) Personal use of Company aircraft is valued based on the aggregate incremental cost to the Company, which is generally allocated based on variable operating costs (such as fuel, maintenance, landing fees, crew expenses, catering, and en route charges) or the cost associated with the use of a charter aircraft. Infrequently, an executive’s spouse or other family member may fly on Company aircraft. The NEOs are fully responsible for all personal income taxes associated with any personal use of Company aircraft. | | (B) Car allowance and personal use of ground transportation includes cash allowance for car usage, cost associated with personal use of a Company-provided vehicle, or the aggregate incremental cost to the Company for Company-provided ground transportation (such as fuel and the driver’s compensation). The NEOs are fully responsible for all personal income taxes associated with any personal use of Company-provided ground transportation. The value shown for Mr. Popovici is the annual lease for his Company-provided vehicle as well as fuel used in 2023, converted into U.S. dollars based on an average monthly exchange rate of 1 CHF = 1.1152 USD for 2023. | | (C) The amounts reported reflect the expense for benefits provided pursuant to PepsiCo’s standard global mobility program as a result of Mr. Laguarta’s relocation to the United States, Mr. Caulfield’s relocation to New York, and Mr. Popovici’s global mobility benefits in Switzerland. These benefits include tax preparation assistance, housing, cost-of-living and home-leave allowances, and household goods storage. The global mobility program facilitates the assignment of employees to positions outside their home country by minimizing any financial detriment or gain to the employee from the international assignment. | | (D) For Mr. Laguarta, this reflects the total net amount of tax equalization designed to cover taxes on his compensation in excess of the taxes he would have incurred in his home country. | | (E) The amounts reported in this column represent PepsiCo Foundation matching gifts, and other charitable contributions or commitments. Under the matching gift program, the PepsiCo Foundation matches cash or stock donations to recognized tax-exempt organizations. The PepsiCo Foundation annual contributions are generally capped at a total of $10,000, which was increased by $20,000 in October 2023 during our annual corporate-wide giving campaign that encourages associates to give back, for a maximum of $30,000 for the fiscal year. PepsiCo Foundation matching gift contributions are available to all PepsiCo employees and PepsiCo non-employee directors. With respect to Messrs. Laguarta, Williams, Tanner, Popovici, and Johnston, the PepsiCo Foundation made matching contributions of $30,000, $30,000, $2,500, $5,000, and $16,800, respectively. | | (F) The total also includes the cost of an annual physical exam for Mr. Laguarta. | | (G) A portion of global mobility benefits provided to Mr. Popovici while in Switzerland was paid in Swiss Francs and converted into U.S. dollars based on an average monthly exchange rate of 1 CHF = 1.1152 USD for 2023. |

  85. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards The following table summarizes grants of annual incentive awards, LTC awards, PSUs, and RSUs provided to NEOs in 2023. The material terms of PepsiCo’s annual and LTI programs are described in the Compensation Discussion and Analysis beginning on page 50 of this Proxy Statement.

  86. 2023 Grants of Plan-Based Awards

    | Name | Grant Date(1) | Approval Date(1) | Grant Type | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards(2) | | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Ramon L. Laguarta | — | 2/1/2023 | Annual Incentive(3)(4) | — | 3,375,000 | 6,750,000 | | | | | | | | 3/1/2023 | 2/1/2023 | Long-Term Cash(5) | — | 5,270,000 | 10,540,000 | | | | | | | | 3/1/2023 | 2/1/2023 | PSUs(6) | | | | — | 59,825 | 119,650 | | 10,230,075 | | Jamie Caulfield | — | 2/1/2023 | Annual Incentive(3)(7) | — | 312,000 | 936,000 | | | | | | | | — | 2/1/2023 | Premium Bonus(7)(8) | — | 144,000 | 432,000 | | | | | | | | 3/1/2023 | 2/1/2023 | RSUs(9) | | | | | | | 7,377 | 1,261,467 | | Steven Williams | — | 2/1/2023 | Annual Incentive(3)(4) | — | 1,262,500 | 3,787,500 | | | | | | | | 3/1/2023 | 2/1/2023 | Long-Term Cash(5) | — | 1,360,000 | 2,720,000 | | | | | | | | 3/1/2023 | 2/1/2023 | PSUs(6) | | | | — | 15,439 | 30,878 | | 2,640,069 | | Kirk Tanner | — | 2/1/2023 | Annual Incentive(3)(4) | — | 1,262,500 | 3,787,500 | | | | | | | | 3/1/2023 | 2/1/2023 | Long-Term Cash(5) | — | 1,360,000 | 2,720,000 | | | | | | | | 3/1/2023 | 2/1/2023 | PSUs(6) | | | | — | 15,439 | 30,878 | | 2,640,069 | | Silviu Popovici | — | 2/1/2023 | Annual Incentive(3)(4) | — | 1,187,500 | 3,562,500 | | | | | | | | 3/1/2023 | 2/1/2023 | Long-Term Cash(5) | — | 1,088,000 | 2,176,000 | | | | | | | | 3/1/2023 | 2/1/2023 | PSUs(6) | | | | — | 12,351 | 24,702 | | 2,112,021 | | Hugh F. Johnston | — | 2/1/2023 | Annual Incentive(3)(7) | — | 1,750,000 | 5,250,000 | | | | | | | | 3/1/2023 | 2/1/2023 | Long-Term Cash(5) | — | 2,380,000 | 4,760,000 | | | | | | | | 3/1/2023 | 2/1/2023 | PSUs(6) | | | | — | 27,018 | 54,036 | | 4,620,078 |

  87. 2023 Grants of Plan-Based Awards

    | (1) Consistent with prior years, 2023 PSUs and LTC awards were approved by the Compensation Committee at its regularly scheduled meeting in February. The approval date for the awards was February 1, 2023 and the grant date was March 1, 2023. | | (2) The amounts reported represent the aggregate grant date fair value of all PSUs and RSUs granted to NEOs in 2023 calculated in accordance with the accounting guidance on share-based payments. For a discussion of the assumptions and methodologies used in calculating the grant date fair value of the PSUs and RSUs reported, please see Note 6 to the Company’s consolidated financial statements in the Company’s 2023 Annual Report on Form 10-K for the fiscal year ended December 30, 2023. | | (3) The amounts reported reflect the potential range of 2023 annual cash incentive awards under the EICP, as described in the “2023 Annual Incentive Award” section of the Compensation Discussion and Analysis beginning on page 56 of this Proxy Statement. | | (4) The target and maximum annual incentive for Messrs. Laguarta, Williams, Tanner, and Popovici reflect pro-rated increases due to base salary adjustments received in February 2023. | | (5) The amounts reported reflect the potential range of 2023 LTC award payouts under the shareholder-approved LTI Plan. The actual LTC award earned is determined based on the level of achievement attained with respect to the pre-established performance targets based on PepsiCo’s TSR relative to the proxy peer group over the three-year performance period and will be paid out on the third anniversary of the grant date. | | (6) The actual number of shares of PepsiCo Common Stock that are earned for the 2023 PSUs will be determined based on the level of achievement attained with respect to Core Constant Currency EPS Growth and Organic Revenue Growth consistent with the pre-established payout scale determined for the three-year performance period. If PepsiCo performs below the pre-established performance targets, the number of PSUs earned will be reduced below the target number. The amounts reported in the “target” column reflect the number of PSUs that may be paid out if the performance targets are achieved at 100%, and the amounts reported in the “maximum” column reflect the maximum number of PSUs that may be paid out if the performance targets are exceeded. The PSUs earned by NEOs will vest and be paid out in shares of PepsiCo Common Stock on the third anniversary of the grant date subject to pro-rata vesting upon retirement between ages 55 and 61, inclusive, with at least 10 years of service, and full vesting upon retirement at age 62 or older with at least 10 years of service, in each case subject to achievement of the applicable performance targets over the full three-year performance period. As of 2023 fiscal year-end, Messrs. Laguarta, Williams, Tanner, and Popovici are eligible for pro-rata vesting. Mr. Johnston’s PSUs are fully vested due to his retirement, and continue to be subject to achievement of applicable performance targets. Notwithstanding the level of performance achieved, the Compensation Committee retains the discretion to reduce the number of shares issued in settlement of the 2023 PSU awards. | | (7) The amounts disclosed are with respect to the Compensation Committee’s February 1, 2023 approval. Subsequent to this approval, Mr. Caulfield’s amounts changed in connection with his promotion to EVP and CFO, and Mr. Johnston’s amounts changed due to his retirement from the Company. | | (8) Mr. Caulfield was eligible for the Premium Bonus program prior to his promotion to his senior executive officer role and associated pay structure. The Premium Bonus payout is based on Mr. Caulfield’s target bonus amount and pre-established business and individual performance goals. | | (9) The RSUs granted to Mr. Caulfield were awarded prior to his promotion to his senior executive officer role and associated pay structure. These RSUs will vest in full on the earlier of March 1, 2024 and Mr. Caulfield’s retirement from the Company. |

  88. 2023 Outstanding Equity Awards at Fiscal Year-End

    2023 Outstanding Equity Awards at Fiscal Year-End The following table lists all outstanding stock option, PSU, and RSU awards as of December 30, 2023 for the NEOs. The material terms and conditions of the equity awards reported in this table are described in the “Long-Term Incentive Awards” section of the Compensation Discussion and Analysis beginning on page 60 of this Proxy Statement. No LTI award granted to an NEO has been transferred to any other person, trust, or entity.

  89. 2023 Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | | | Stock Awards(1)(2) | | | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Grant Date | Option Vesting Date | Option Expiration Date | Grant Date | Vesting Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(3) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Ramon L. Laguarta | | | | | | | 3/1/2023 | 3/1/2026 | — | — | 59,825 | 10,160,678 | | | | | | | | | 3/1/2022 | 3/1/2025 | — | — | 57,699 | 9,799,598 | | | | | | | | | 3/1/2021 | 3/1/2024 | — | — | 66,629 | 11,316,269 | | Jamie Caulfield | — | 14,581(4) | 131.25 | 3/1/2021 | 3/1/2024 | 2/28/2031 | | | | | | | | | 11,600 | — | 131.25 | 3/1/2020 | 3/1/2023 | 2/28/2030 | | | | | | | | | | | | | | | 3/1/2023 | 3/1/2024 | 7,377(4) | 1,252,910 | — | — | | Steven Williams | | | | | | | 3/1/2023 | 3/1/2026 | — | — | 15,439 | 2,622,160 | | | | | | | | | 3/1/2022 | 3/1/2025 | — | — | 14,172 | 2,406,972 | | | | | | | | | 3/1/2021 | 3/1/2024 | — | — | 15,086 | 2,562,206 | | Kirk Tanner | | | | | | | 3/1/2023 | 3/1/2026 | — | — | 15,439 | 2,622,160 | | | | | | | | | 3/1/2022 | 3/1/2025 | — | — | 14,172 | 2,406,972 | | | | | | | | | 3/1/2021 | 3/1/2024 | — | — | 15,086 | 2,562,206 | | Silviu Popovici | | | | | | | 3/1/2023 | 3/1/2026 | — | — | 12,351 | 2,097,694 | | | | | | | | | 3/1/2022 | 3/1/2025 | — | — | 12,957 | 2,200,617 | | | | | | | | | 3/1/2021 | 3/1/2024 | — | — | 15,086 | 2,562,206 | | Hugh F. Johnston | | | | | | | 3/1/2023 | 3/1/2026 | — | — | 27,018 | 4,588,737 | | | | | | | | | 3/1/2022 | 3/1/2025 | — | — | 28,344 | 4,813,945 | | | | | | | | | 3/1/2021 | 3/1/2024 | — | — | 35,200 | 5,978,368 |

  90. 2023 Outstanding Equity Awards at Fiscal Year-End

    | (1) Each of the PSU awards listed in the table vests three years after the grant date, subject to continued service with PepsiCo through the vesting date and achievement of applicable performance targets during a three-year performance period. Each of the awards will vest on a pro-rata basis upon retirement between ages 55 and 61, inclusive, with at least 10 years of service, and will vest in full upon retirement at age 62 or older with at least 10 years of service, subject to achievement of applicable performance targets. As of 2023 fiscal year-end, Messrs. Laguarta, Williams, Tanner, and Popovici are eligible for pro-rata vesting. Mr. Johnston’s PSUs are fully vested due to his retirement, and continue to be subject to achievement of applicable performance targets. | | (2) The market value of unvested PSUs and RSUs reflected in the table have been calculated by multiplying the number of unvested PSUs and RSUs by $169.84, PepsiCo’s closing stock price on December 29, 2023, the last trading day of the 2023 fiscal year. | | (3) The numbers displayed in this column reflect the target number of PSUs awarded. Notwithstanding the level of performance achieved, the Compensation Committee retains the discretion to reduce the number of shares issued in settlement of these awards. | | (4) The RSUs and stock options granted to Mr. Caulfield were awarded prior to his promotion to his senior executive officer role and associated pay structure. These RSUs and stock options will vest in full on the earlier of March 1, 2024 and Mr. Caulfield’s retirement from the Company. |

  91. 2023 Option Exercises and Stock Vested

    2023 Option Exercises and Stock Vested

  92. 2023 Option Exercises and Stock Vested

    | | Option Awards(1) | | Stock Awards(2) | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(3) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(4) | | Ramon L. Laguarta | — | — | 123,200 | 21,041,328 | | Jamie Caulfield | — | — | 8,538 | 1,458,205 | | Steven Williams | — | — | 35,200 | 6,011,808 | | Kirk Tanner | — | — | 45,258 | 7,729,614 | | Silviu Popovici | — | — | 45,258 | 7,729,614 | | Hugh F. Johnston | — | — | 70,400 | 12,023,616 |

  93. 2023 Option Exercises and Stock Vested

    | (1) Stock option exercises are executed in a manner consistent with PepsiCo’s Share Retention Policy, which is described in the “Governance Features of Our Executive Compensation Programs” section of the Compensation Discussion and Analysis beginning on page 64 of this Proxy Statement. | | (2) The following table lists PSU and RSU awards that vested in 2023 for the NEOs. |

  94. 2023 Option Exercises and Stock Vested

    | Name | Type | Grant Date | Payout Date | Number of Shares Granted (#) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | Dividend Equivalents Paid ($) | | Ramon L. Laguarta | PSUs | 3/1/2020 | 3/1/2023 | 61,600 | 123,200 | 21,041,328 | 1,576,344 | | Jamie Caulfield | PSUs(A) | 3/1/2020 | 3/1/2023 | 1,933 | 3,866 | 660,274 | 49,466 | | Jamie Caulfield | RSUs(A)(B) | 3/1/2022 | 3/1/2023 | 4,672 | 4,672 | 797,931 | 21,141 | | Steven Williams | PSUs | 3/1/2020 | 3/1/2023 | 17,600 | 35,200 | 6,011,808 | 450,384 | | Kirk Tanner | PSUs | 3/1/2020 | 3/1/2023 | 22,629 | 45,258 | 7,729,614 | 579,076 | | Silviu Popovici | PSUs | 3/1/2020 | 3/1/2023 | 22,629 | 45,258 | 7,729,614 | 579,076 | | Hugh F. Johnston | PSUs | 3/1/2020 | 3/1/2023 | 35,200 | 70,400 | 12,023,616 | 900,768 |

  95. 2023 Option Exercises and Stock Vested

    | (A) The awards granted to Mr. Caulfield were awarded prior to his promotion to his senior executive officer role and associated pay structure. | | (B) The RSU award granted on March 1, 2022 vested on March 1, 2023 as Mr. Caulfield was eligible for full vesting having reached age 62 with at least 10 years of service. |

  96. 2023 Option Exercises and Stock Vested

    | (3) The value realized on exercise of stock options is equal to the amount per share at which the NEO sold shares acquired on exercise (all of which occurred on the date of exercise), minus the exercise price of the stock options, times the number of shares acquired on exercise of the options. The number of shares and value realized on exercise include shares that were withheld at the time of exercise to satisfy tax withholding requirements. | | (4) The value realized on vesting of stock awards is equal to the average of the high and low market prices of PepsiCo Common Stock on the date of vesting, times the number of shares acquired upon vesting. The number of shares and value realized on vesting include shares that were withheld at the time of vesting to satisfy tax withholding requirements. |

  97. 2023 Retirement Benefits

    2023 Retirement Benefits A summary of defined benefit and defined contribution plans sponsored by PepsiCo that our NEOs participated in during 2023 are described in the tables below. Benefits for the NEOs who participate in these plans are generally determined using the same formula as for other eligible employees. NEOs receive no enhancements that are not available to other eligible employees in each plan. As disclosed in prior year Proxy Statements, in December 2020, PepsiCo announced that future service accruals for salaried employees would cease under the defined benefit pension plans outlined below, effective December 31, 2025, and going forward all salaried employees would participate in the defined contribution plans, which are also summarized below.

  98. 2023 Retirement Benefits

    | | PepsiCo Employees Retirement Plan I (“PERP-I”) | PepsiCo Pension Equalization Plan (“PEP”) | PepsiCo International Retirement Plan - Defined Benefit Program (“PIRP-DB”) | | Eligible NEOs | ■Ramon L. Laguarta (early retirement eligible) ■Jamie Caulfield (retirement eligible) ■Steven Williams (early retirement eligible) ■Kirk Tanner (early retirement eligible) ■Hugh F. Johnston (retired from the Company) | | ■Ramon L. Laguarta (frozen) | | Type of Plan | Qualified defined benefit pension plan | Non-qualified defined benefit pension plan | Non-qualified defined benefit pension plan | | Eligibility | U.S. salaried employees hired prior to January 1, 2011 | Employees eligible to participate in the PERP-I whose benefits under the PERP-I are affected by limitations imposed by the Internal Revenue Code on qualified plan compensation or benefits | Generally covers non-U.S. citizens hired prior to January 1, 2011 who were active participants in a defined benefit retirement plan sponsored by their home country and were unable to remain in that plan during their assignment outside their home country, designated for participation by PepsiCo | | Form of Payment Upon Retirement | Benefits generally payable as a single life annuity, a single lump sum distribution, a joint and survivor annuity, a 10-year certain annuity, or a combination of a partial lump sum and an annuity | ■Benefits accrued and vested by December 31, 2004 are generally paid in the same form and at the same time the PERP-I benefits are paid ■Benefits accrued or vested after December 31, 2004 are payable at termination (subject to a six-month delay under Section 409A of the Internal Revenue Code), in the form of a lump sum | Benefits payable as a single life annuity, a single lump sum distribution, a joint and survivor annuity, a 10-year certain annuity, or a combination of a partial lump sum and an annuity | | Benefit Timing | ■Normal retirement benefits payable at age 65 with 5 years of service ■Unreduced early retirement benefits payable as early as age 62 with 10 years of service ■Reduced early retirement benefit payable at age 55 with 10 years of service, determined by reducing the normal retirement benefit by 4% for each year benefits begin prior to age 62 | | |

  99. 2023 Retirement Benefits

    | | PepsiCo Employees Retirement Plan I (“PERP-I”) | PepsiCo Pension Equalization Plan (“PEP”) | PepsiCo International Retirement Plan - Defined Benefit Program (“PIRP-DB”) | | Retirement Benefit Formula | A single life annuity beginning at normal retirement age generally determined as follows: ■3% for each year of service up to 10 years, plus 1% for each year of service in excess of 10, multiplied by the executive’s highest consecutive five-year average monthly earnings (base salary and annual bonus compensation, limited by Internal Revenue Code regulations), based on service and earnings up to December 31, 2025 ■Reduced by 0.43% of the executive’s highest consecutive five-year average monthly earnings up to applicable monthly Social Security covered compensation, multiplied by the executive’s years of service up to 35, based on service and earnings up to December 31, 2025 | ■Same terms and conditions as the PERP-I as determined without regard to the Internal Revenue Code limitations on compensation and benefits ■Offset by the actual benefit payable under the PERP-I | ■Substantially the same as the formula under the PERP-I and the PEP, without the Social Security offset ■Offset by retirement benefits paid under any other Company plan or government mandated retirement program | | Disability/ Death Benefits | ■All participants who become disabled after 10 years of service and remain disabled until retirement generally receive continued service for the duration of their disability, but not past December 31, 2025 ■If an employee dies, the spouse or domestic partner of an employee who is retirement eligible is entitled to a pension equal to the survivor benefit under the 50% joint and survivor option. The surviving spouse, domestic partner, or estate of an active retirement-eligible participant is also entitled to a one-time payment equal to the lump sum benefit accrued at death, offset by the lump sum value of any surviving spouse’s or domestic partner’s benefit that might be payable. This special death benefit is paid by the Company and not from the plan | | If the participant dies, the spouse or domestic partner of an employee is entitled to a pension equal to the survivor benefit under the 50% joint and survivor option | | Deferred Vested Benefits | ■For a participant with five or more years of service who terminates employment prior to attaining either age 55 with 10 years of service or age 65 with 5 years of service ■Benefit is equal to the retirement benefit formula amount calculated using the potential years of credited service had the participant remained employed to age 65 pro-rated by a fraction, the numerator of which is the participant’s years of credited service at termination and the denominator of which is the participant’s potential years of credited service had the participant remained employed to age 65 ■Deferred vested benefits under the PERP-I and PIRP-DB are payable as an annuity commencing at age 65; however, a participant may elect to commence benefits as early as age 55 on an actuarially reduced basis to reflect the longer payment period. A participant who terminates from the PERP-I is eligible for a one-time lump sum benefit within 365 days of termination, provided that the participant does not have a PEP benefit that vested prior to 2005. A participant who terminates from the PIRP-DB is also eligible for a one-time lump sum benefit within 365 days of termination. Deferred vested benefits under PEP are payable at the later of age 55 or termination (subject to a six-month delay and form of payment restrictions under Section 409A of the Internal Revenue Code) | | |

  100. 2023 Retirement Benefits

    | | PepsiCo Savings Plan - Automatic Retirement Contribution Program (“ARC”) | PepsiCo International Retirement Plan - Defined Contribution Program (“PIRP-DC”) | | Eligible NEOs | ■None of the NEOs participate in the ARC | ■Silviu Popovici | | Type of Plan | Qualified defined contribution plan | Non-qualified defined contribution plan | | Eligibility | Generally covers U.S. salaried employees hired on or after January 1, 2011 | Generally covers non-U.S. citizens hired on or after January 1, 2011 who are unable to remain in their home country retirement plan during their assignment outside their home country and are designated for participation by PepsiCo | | Form of Payment Upon Retirement | Benefits are payable as a single lump sum distribution or in installments | Benefits are payable as a single lump sum distribution | | Benefit Timing | Vested account balance payable following retirement/termination | | | Retirement Benefit Formula | ■Contributions are determined by multiplying a percentage (range of 2% to 9% based on age and years of service) by eligible pay, subject to Internal Revenue Code limitations ■PepsiCo provides a matching contribution of 50% up to either 4% or 6% of eligible pay, based on years of service | ■Pay Credits are determined by multiplying the eligible pay credit percentage (ranging from 5% to 12%) by the eligible annualized pay ■Interest Credits are allocated based on the U.S. 30-year Treasury rate ■Offset by retirement benefits paid under any other Company plan or government mandated retirement program | | Disability/Death Benefits | If the participant dies, the spouse, domestic partner, or beneficiary is entitled to receive the vested account balance | | | Deferred Vested Benefits | Vested account balance payable following retirement/termination | |

  101. 2023 Retirement Benefits

    The Present Value of Accumulated Benefit reported in the 2023 Pension Benefits Table below represents the accumulated benefit obligation for benefits earned to date, based on age, service, and earnings through the measurement date of December 30, 2023.

  102. 2023 Retirement Benefits

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($)(1) | Payments During Last Fiscal Year ($) | | Ramon L. Laguarta(2) | PepsiCo International Retirement Plan - DB | 21.0 | 4,026,244 | — | | | PepsiCo Employees Retirement Plan I | 6.3 | 178,239 | — | | | PepsiCo Pension Equalization Plan | | 25,806,032 | — | | Jamie Caulfield | PepsiCo Employees Retirement Plan I | 30.1 | 1,643,281 | — | | | PepsiCo Pension Equalization Plan | | 3,475,772 | — | | Steven Williams | PepsiCo Employees Retirement Plan I | 27.0 | 1,269,917 | — | | | PepsiCo Pension Equalization Plan | | 7,444,000 | — | | Kirk Tanner | PepsiCo Employees Retirement Plan I | 31.5 | 1,210,075 | — | | | PepsiCo Pension Equalization Plan | | 8,992,930 | — | | Silviu Popovici | PepsiCo International Retirement Plan - DC | 6.3 | 1,579,332 | — | | Hugh F. Johnston | PepsiCo Employees Retirement Plan I | 33.7 | 1,894,508 | — | | | PepsiCo Pension Equalization Plan | | 21,519,357 | — |

  103. 2023 Retirement Benefits

    | (1) The amounts with respect to the defined benefit plan provisions have been calculated using actuarial methods and assumptions shown below in the fiscal year-end valuation under the guidance on employers’ accounting for pensions with the assumption, required by SEC disclosure rules, that each NEO remains in service until retirement at the earliest date when unreduced retirement benefits would be available (i.e., age 62 or older); discount rate of 5.15% for the PepsiCo Employees Retirement Plan I, 5.12% for the PepsiCo Pension Equalization Plan, and 5.16% for the PepsiCo International Retirement Plan; and benefits were converted to lump sums based on a 5.75% lump sum conversion rate at retirement. | | (2) The amounts reported for Mr. Laguarta above reflect his transition to the U.S. on September 1, 2017. In 2017, Mr. Laguarta was credited service under the PepsiCo International Retirement Plan - DB commencing on his hire date in lieu of end-of-service benefits under his prior Spanish employment terms that he ceased to be eligible for upon his relocation to the U.S. |

  104. 2023 Non-Qualified Deferred Compensation

    2023 Non-Qualified Deferred Compensation Executive Income Deferral Program

  105. 2023 Non-Qualified Deferred Compensation

    | Eligible NEOs | ■Jamie Caulfield ■Steven Williams ■Kirk Tanner ■Hugh F. Johnston |

  106. 2023 Non-Qualified Deferred Compensation

    | Description | Non-qualified and unfunded program that allows certain U.S.-based eligible employees to defer a portion of their annual compensation to a later date. The participants’ balances are unsecured, subject to the claims of PepsiCo’s creditors and may be forfeited in the event of the Company’s bankruptcy |

  107. 2023 Non-Qualified Deferred Compensation

    | Deferral Limits | Eligible PepsiCo executives may defer up to 75% of base salary and 100% of annual cash incentive compensation. The Company does not provide a matching contribution on any deferrals |

  108. 2023 Non-Qualified Deferred Compensation

    | Return on Plan Balance | Executives earn a return on their notional accounts based on investments in the phantom funds selected by the executives (listed in footnote 3 of the table below) from a list of phantom funds made available by the Company. The EIDP does not guarantee a rate of return and none of the funds provide above market earnings |

  109. 2023 Non-Qualified Deferred Compensation

    | Distributions | ■At the time of election to defer, executives are required to choose to receive future payments on either a specific date or upon separation from service ■Notwithstanding a participant’s payment election, deferrals made after 2000 are paid in a lump sum at the time of separation from service in cases in which separation (other than retirement) occurs prior to the elected payment date ■Payments of deferrals made after 2004 to executives who are specified employees under Section 409A of the Internal Revenue Code that are triggered by a separation from service are delayed six months following separation |

  110. 2023 Non-Qualified Deferred Compensation

    | Form of Payment | Made in cash and received as a lump sum or in installments (quarterly, semi-annually, or annually) over a period of up to 20 years and up to age 80 |

  111. 2023 Non-Qualified Deferred Compensation

    For additional detail on PepsiCo’s EIDP, refer to the “Executive Income Deferral” section of the Compensation Discussion and Analysis on page 62 of this Proxy Statement. Supplemental Savings Program

  112. 2023 Non-Qualified Deferred Compensation

    | Eligible NEOs | ■None of the NEOs participate in the PepsiCo Automatic Retirement Contribution Equalization Program (the “ARC-E”) |

  113. 2023 Non-Qualified Deferred Compensation

    | Description | The ARC-E is a non-qualified, non-elective defined contribution deferred compensation plan sponsored by PepsiCo to provide benefits to employees whose benefits under the ARC portion of the PepsiCo Savings Plan are limited due to Internal Revenue Code limitations on qualified plan compensation and contributions |

  114. 2023 Non-Qualified Deferred Compensation

    | Eligibility | U.S. salaried employees hired on or after January 1, 2011 |

  115. 2023 Non-Qualified Deferred Compensation

    | Form of Payment Upon Retirement | Benefits are payable as a single lump sum distribution |

  116. 2023 Non-Qualified Deferred Compensation

    | Benefits Timing | ■Vested account balance payable following retirement/separation from service ■Payments made to executives who are specified employees under Section 409A of the Internal Revenue Code that are triggered by a separation from service are delayed six months following separation |

  117. 2023 Non-Qualified Deferred Compensation

    | Retirement Benefits Formula | Contributions have the same terms and conditions as ARC described in the “2023 Retirement Benefits” section beginning on page 73 without regard to the Internal Revenue Code limitations on compensation and contributions, offset by actual contributions to the ARC |

  118. 2023 Non-Qualified Deferred Compensation

    | Disability/Death Benefits | A participant’s account balance vests upon long-term disability, and if the participant dies, the account balance vests and the spouse, domestic partner, or beneficiary is entitled to receive the vested account balance |

  119. 2023 Non-Qualified Deferred Compensation

    The following table provides information regarding participation by NEOs in our non-qualified deferred compensation programs during 2023 and at fiscal year-end.

  120. 2023 Non-Qualified Deferred Compensation

    | Name | Executive Contributions in Last Fiscal Year ($) | Registrant Contributions in Last Fiscal Year ($) | Aggregate Earnings in Last Fiscal Year ($)(1) | Aggregate Withdrawals/ Distributions ($)(2) | Aggregate Balance at Last Fiscal Year-End ($)(3) | | Jamie Caulfield | — | — | 89,706 | 109,311 | 469,887 | | Steven Williams | — | — | 452,183 | — | 2,875,145 | | Kirk Tanner | — | — | 78,188 | 285,791 | 91,891 | | Hugh F. Johnston | — | — | (119,645) | — | 3,483,170 |

  121. 2023 Non-Qualified Deferred Compensation

    | (1) PepsiCo does not provide above market or preferential rates and, as a result, the notional earnings are not included in the 2023 Summary Compensation Table. | | (2) The amount reported for Mr. Caulfield represents the distribution of his previously deferred 2018 annual incentive compensation. The amount reported for Mr. Tanner represents the distribution of his previously deferred 2004 annual incentive compensation. | | (3) None of the amounts reported in this column are reflected in the 2023 Summary Compensation Table with respect to Messrs. Caulfield, Williams, Tanner, and Johnston. Deferral balances of NEOs under the EIDP were notionally invested in the following phantom funds and earned the following rates of return in 2023: PepsiCo Common Stock Fund: -3.20%, BlackRock LifePath Retirement Fund: +11.13%, BlackRock International Equity Index Fund: +18.21%, BlackRock Small Cap Equity Index Fund: +16.78%, BlackRock Mid Cap Equity Index Fund: +16.37%, BlackRock Large Cap Equity Index Fund: +26.28%, BlackRock Total U.S. Equity Index Fund: +25.99%, Security Plus Fund: +2.59%, Dodge & Cox Bond Separate Account: +8.07%, and Defined Applicable Federal Rate (AFR) Fund: +4.96%. |

  122. Potential Payments on Termination or Change in Control

    Potential Payments on Termination or Change in Control Termination of Employment/Retirement None of our NEOs have any arrangement that provides for severance payments or severance benefits. In the event an NEO retires, terminates, or resigns from PepsiCo for any reason as of fiscal year-end, they would be entitled to a retirement benefit and any outstanding balance calculated in accordance with the terms and conditions disclosed in the “2023 Retirement Benefits” section beginning on page 73 of this Proxy Statement and in the “2023 Non-Qualified Deferred Compensation” section beginning on page 77 of this Proxy Statement. Our NEOs’ unvested annual LTI awards vest on a pro-rata basis upon retirement between ages 55 and 61, inclusive, and fully vest upon death, disability, or retirement on or after age 62. In order to be retirement eligible, an executive must be at least age 55 with 10 or more years of service. For special awards, no accelerated vesting occurs upon retirement. In the event of death or long-term disability, special awards fully vest. Even after vesting, PSUs and LTC awards remain subject to the achievement of pre-established performance targets. The following table sets forth, for each NEO, the value of the unvested stock options, PSUs, RSUs, and LTC awards, and accrued dividend equivalents on PSUs and RSUs that would vest or be forfeited if the NEO’s employment terminated on December 30, 2023, the last day of the 2023 fiscal year, due to termination without cause, retirement, death, or long-term disability:

  123. Potential Payments on Termination or Change in Control

    | | Termination/Retirement ($ in millions)(1) | | Death/Long-Term Disability ($ in millions)(1) | | | Name | Vest | Forfeit | Vest | Forfeit | | Ramon L. Laguarta | 29.4 | 18.2 | 18.2 | — | | Jamie Caulfield | 1.3 | — | — | — | | Steven Williams | 7.0 | 4.6 | 4.6 | — | | Kirk Tanner | 7.0 | 4.6 | 4.6 | — | | Silviu Popovici | 6.6 | 3.9 | 3.9 | — | | Hugh F. Johnston | 23.4 | — | — | — |

  124. Potential Payments on Termination or Change in Control

    | (1) The PSUs and RSUs were valued at a price of $169.84, PepsiCo’s closing stock price on December 29, 2023, the last trading day of the 2023 fiscal year. Death and Long-Term Disability vesting amounts do not include the value of vested stock options that have already been earned or unvested PSUs, RSUs, and LTC awards that an executive may have earned due to fulfilling the retirement eligibility criteria. As of 2023 fiscal year-end, Messrs. Laguarta, Williams, Tanner, and Popovici are eligible for pro-rata vesting of annual LTI awards, and Messrs. Caulfield and Johnston are eligible for full vesting of annual LTI awards. |

  125. Potential Payments on Termination or Change in Control

    Change in Control PepsiCo has a long history of maintaining a “double trigger” vesting policy. This means that unvested stock options, PSUs, RSUs, and LTC awards only vest if the participant is terminated without cause or resigns for good reason within two years following a change in control of PepsiCo or if the acquirer fails to assume or replace the outstanding awards. For each NEO, the following table illustrates:

  126. Potential Payments on Termination or Change in Control

    | ■ | the value of the stock options, PSUs, RSUs, LTC awards, and accrued dividend equivalents on PSUs and RSUs that would vest upon a change in control of PepsiCo without termination of employment; and | | ■ | the value of the stock options, PSUs, RSUs, LTC awards, and accrued dividend equivalents on PSUs and RSUs that would vest upon an NEO’s termination without cause or resignation for good reason or if the acquirer does not assume or replace the outstanding awards at the time of the change in control. |

  127. Potential Payments on Termination or Change in Control

    | | Change in Control ($ in millions) | | | Name | Total Benefit: Change in Control Only | Total Benefit: Qualifying Termination upon Change in Control(1) | | Ramon L. Laguarta | — | 18.2 | | Jamie Caulfield | — | — | | Steven Williams | — | 4.6 | | Kirk Tanner | — | 4.6 | | Silviu Popovici | — | 3.9 | | Hugh F. Johnston | — | — |

  128. Potential Payments on Termination or Change in Control

    | (1) The amounts reported in this column assume that both the change in control and termination occurred on December 30, 2023, the last day of the 2023 fiscal year. The stock options, PSUs, and RSUs were valued based on PepsiCo’s $169.84 closing stock price on December 29, 2023, the last trading day of the 2023 fiscal year. Amounts do not include vested options that have already been earned due to continued service or unvested PSUs, RSUs, and LTC awards that an executive may have earned due to fulfilling the retirement eligibility criteria. As of 2023 fiscal year-end, Messrs. Laguarta, Williams, Tanner, and Popovici are eligible for pro-rata vesting of annual LTI awards, and Messrs. Caulfield and Johnston are eligible for full vesting of annual LTI awards. |

  129. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing disclosure regarding the ratio of the annual total compensation of our CEO to that of our median employee. As a global organization, we have employees operating in 79 countries serving customers and consumers in more than 200 countries and territories. Our objective is to provide competitive compensation commensurate with an employee’s position and geographic location, while also linking compensation to Company and individual performance. To provide context for this disclosure, it is important to understand the scope of our operations.

  130. CEO Pay Ratio

    | ■ | Globally Diverse Workforce. More than half of our employees are located outside the United States in locations where the cost of living is significantly below the U.S., including developing and emerging markets such as Brazil, China, Mexico, Russia, and South Africa. The compensation elements and pay levels of our employees can vary dramatically from country to country based on market trends, cost of living, and cost of labor. These factors, along with fluctuations in currency exchange rates, impact the median employee compensation and the resulting ratio. | | ■ | Frontline is a Strategic Advantage. PepsiCo has a large global frontline employee population driven by our direct-store-delivery model and in-house manufacturing and supply chain in many markets. We believe our frontline employees who make, merchandise, move, and sell our products represent a strategic advantage for PepsiCo. PepsiCo’s integrated approach enables us to bring innovative products to market faster, allows us to react more quickly to changes in the marketplace, and builds unmatched customer relationships at the store level. |

  131. CEO Pay Ratio

    Calculating Methodology In 2023, to identify our median employee and calculate such employee’s annual total compensation, we used consistent methodologies, estimates, and assumptions that were used prior to 2023 to identify any previous median employees. Gathering Data on our Worldwide Employee Population. Due to the complexity of collecting compensation information across all the countries in which we have employees and the limited employee headcount in some of those countries, we used the de minimis exemption permitted under applicable SEC rules to exclude approximately 5,667 employees from 42 countries and territories as detailed below, bifurcated into our reportable segments in effect for 2023.

  132. CEO Pay Ratio

    | ■ | Africa, Middle East and South Asia - 860: Bangladesh, Ethiopia, Lebanon, Nigeria, United Arab Emirates | | ■ | Asia Pacific, Australia and New Zealand and China Region - 1,587: Hong Kong, Indonesia, Japan, Malaysia, New Zealand, Philippines, Singapore, South Korea, Taiwan, Vietnam | | ■ | Europe - 2,085: Austria, Azerbaijan, Belarus, Bosnia and Herzegovina, Cyprus, Czech Republic, Denmark, Estonia, Finland, Georgia, Hungary, Italy, Kazakhstan, Kyrgyzstan, Lithuania, Luxembourg, Norway, Sweden, Switzerland, Uzbekistan | | ■ | Latin America - 1,135: Bermuda, Bolivia, Costa Rica, El Salvador, Panama, Paraguay, Uruguay |

  133. CEO Pay Ratio

    The excluded employees represented less than 5% of our total global population of 321,923 as of October 3, 2023. In certain countries, our employment levels are subject to seasonal variations. After our use of the de minimis exemption, our employee population from which we determined our median employee consisted of 316,256 individuals from 37 countries. We collected full-year 2022 compensation data for the October 3, 2023 employee population, relying on our internal payroll and tax records, rather than using statistical sampling. Consistently Applied Compensation Measure. Our employees are compensated through multiple compensation elements that are highly dependent on the role, market practices, and statutory requirements within each country where our employees are located. Because of the differences in compensation elements globally, we identified all cash-based compensation plus equity-based compensation that was realized in the measurement period as an appropriate representation of the annual total compensation for our employees in accordance with SEC rules.

  134. CEO Pay Ratio

    | ■ | Compensation was annualized on a straight-line basis for full-time and part-time new hire employees who did not work a full fiscal year. | | ■ | We used the 12-month average exchange rate to convert each non-U.S. employee’s total compensation to U.S. dollars, enabling the median to be identified. | | ■ | We calculated the total compensation for the median employee in the same manner in which we determine the compensation shown for our NEOs in the Summary Compensation Table, including the value of retirement benefits. |

  135. CEO Pay Ratio

    The Ratio The following ratio of Mr. Laguarta’s annual total compensation to the median employee’s for our last completed fiscal year is a reasonable estimate calculated in a manner consistent with applicable SEC rules.

  136. CEO Pay Ratio

    | ■ | The median employee’s total compensation was $52,356. | | ■ | The total compensation was calculated in the same manner in which we determine the compensation shown for our NEOs in the Summary Compensation Table, including the value of retirement benefits. | | ■ | As reported in the Summary Compensation Table on page 68, our CEO’s compensation was $33,906,212. |

  137. CEO Pay Ratio

    Based on this information, the ratio of Mr. Laguarta’s annual total compensation to the median employee compensation for 2023 was estimated to be 648 to 1.

  138. Pay Versus Performance

    Pay Versus Performance The following table and graphs below summarize the relationship between executive compensation “actually paid” (referred to as “Compensation Actually Paid” or the “CAP Amounts”) to the Principal Executive Officer (“PEO”) and the Non-PEO Named Executive Officers (“Non-PEO NEOs”), and the financial performance of the Company over the time horizon set forth below in accordance with SEC rules. The Compensation Committee does not use the CAP Amounts as a basis for making compensation decisions. For a discussion of how our Compensation Committee seeks to align pay with performance when making compensation decisions, please review the Compensation Discussion and Analysis beginning on page 50 of this Proxy Statement. The financial performance measures used are the Company’s TSR, the peer group TSR (as disclosed under Item 201(e) of Regulation S-K), and the Company’s Net Income, each of which are required financial performance measures under the SEC rules. The SEC rules also require an issuer to select its most important other financial performance measure that is used to link the CAP Amounts paid to these officers to the Company’s performance, which is Core Constant Currency EPS Growth, as reflected in the SEC-required table below.

  139. Pay Versus Performance

    | | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(1) | Average Compensation Actually Paid to Non-PEO NEOs ($)(2) | Value of Initial Fixed $100 Investment Based On: | | GAAP Net Income ($ Millions) | Company Selected Measure: Core Constant Currency EPS Growth(4) | | Year | | | | | TSR ($) | Peer Group TSR ($)(3) | | | | 2023 | 33,906,212 | 36,541,470 | 8,940,674 | 9,643,270 | 139.01 | 125.66 | 9,155 | 14% | | 2022 | 28,388,228 | 39,459,410 | 9,410,089 | 13,789,185 | 143.76 | 132.87 | 8,978 | 11% | | 2021 | 25,506,607 | 42,875,825 | 9,096,366 | 15,171,885 | 134.65 | 122.05 | 7,679 | 12% | | 2020 | 21,486,982 | 22,842,981 | 8,459,321 | 9,727,328 | 111.71 | 106.77 | 7,175 | 10% |

  140. Pay Versus Performance

    | (1) The PEO was Ramon L. Laguarta for all years in the table. The Non-PEO NEOs were Kirk Tanner (all years), Silviu Popovici (all years), Hugh F. Johnston (all years), Steven Williams (2023, 2022, and 2021), Jamie Caulfield (2023), and David Yawman (2020). |

  141. Pay Versus Performance

    | (2) The following table describes the adjustments for 2023, each of which is prescribed by SEC rules, to calculate the CAP Amounts from the Summary Compensation Table (“SCT”) Amounts. The SCT Amounts and the CAP Amounts do not reflect the actual amount of compensation earned by or paid to our executives, but rather are amounts determined in accordance with Item 402 of Regulation S-K under the Exchange Act. Pursuant to the applicable rules, the amounts in the “Stock Awards” and “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” columns from the Summary Compensation Table are subtracted from the SCT Amounts and the values reflected in the table below are added or subtracted as applicable: |

  142. Pay Versus Performance

    | | 2023 | | | Adjustments ($) | PEO | Non-PEO NEOs* | | SCT Amounts | 33,906,212 | 8,940,674 | | Adjustments for defined benefit and actuarial pension plans | | | | Aggregate change in actuarial present value included in “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” column in SCT | (7,746,199) | (1,848,621) | | Service cost for the covered fiscal year | 932,487 | 295,364 | | Prior service cost for the covered fiscal year | — | — | | Adjustments for stock awards | | | | Aggregate value for stock awards included in “Stock Awards” column in SCT | (10,230,075) | (2,654,741) | | Fair value at year-end of awards granted during the covered fiscal year that were outstanding and unvested at the covered fiscal year-end | 17,608,867 | 4,385,877 | | Year-over-year change in fair value at covered fiscal year-end of awards granted in any prior fiscal year that were outstanding and unvested at the covered fiscal year-end | 1,709,818 | 412,722 | | Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered fiscal year | (1,215,984) | (403,987) | | Dividends or other earnings paid on stock awards in the covered fiscal year prior to vesting if not otherwise included in the total compensation for the covered fiscal year | 1,576,344 | 515,982 | | Compensation Actually Paid (as calculated) | 36,541,470 | 9,643,270 |

  143. Pay Versus Performance

    | * Amounts presented are averages for the entire group of Non-PEO NEOs. |

  144. Pay Versus Performance

    | The valuation assumptions used to calculate the fair values of stock awards for Compensation Actually Paid differ from those used to calculate the fair values at the time of grant as reflected in the SCT Amounts. Instead of using the target value for stock-settled compensation, Compensation Actually Paid reflects the fiscal year-end performance forecast for each outstanding award. Performance forecasts are not disclosed because such disclosure would result in competitive harm to the Company; however, as of fiscal year-end 2023, all outstanding stock awards are forecasted to pay out above target. In addition, instead of using the grant price for stock-settled compensation, Compensation Actually Paid reflects the stock price of $169.84 on December 29, 2023, the last trading day of the 2023 fiscal year. |

  145. Pay Versus Performance

    | (3) The peer group is the S&P Average of Industry Groups, which is derived by weighting the returns of two applicable S&P Industry Groups (the S&P 500 Soft Drinks & Non-alcoholic Beverages and S&P 500 Packaged Foods and Meats indices) based on PepsiCo’s sales in its beverage and foods businesses. The returns for PepsiCo and the S&P Average of Industry Groups are calculated through December 30, 2023. |

  146. Pay Versus Performance

    | (4) Please refer to Appendix A to this Proxy Statement for a description and reconciliation of this non-GAAP compensation performance measure relative to the reported GAAP financial measure. In calculating this compensation performance measure, PepsiCo’s 2020 Core Constant Currency EPS Growth was adjusted to exclude certain charges taken as a result of COVID-19 in 2020. |

  147. Pay Versus Performance

    The following table lists the seven performance measures that, in our assessment, represent the most important performance measures we used to link compensation for our Named Executive Officers in 2023 to Company performance.

  148. Pay Versus Performance

    | Most Important Performance Measures | | | Core Constant Currency EPS Growth(5) | Organic Revenue Growth(5) | | Core Constant Currency Net Income Growth(5)(6) | Relative Competitive Performance | | Core Constant Currency Operating Profit Growth(5) | Relative Total Shareholder Return | | Free Cash Flow Excluding Certain Items(5) | |

  149. Pay Versus Performance

    The following charts show graphically the relationships over the past four years of the CAP Amounts for our PEO and Non-PEO NEOs as compared to our cumulative TSR, Peer Group TSR, GAAP Net Income, and Core Constant Currency EPS Growth(5), as well as the relationship between TSR and Peer Group TSR:

  150. Pay Versus Performance

    | CAP VERSUS CORE CONSTANT CURRENCY EPS GROWTH(5) (2020 - 2023) | | |

  151. Pay Versus Performance

    | CAP VERSUS GAAP NET INCOME (2020 - 2023) | | |