DEF 14A of Pepsico Inc, Mar 28, 2025

DEF 14A of Pepsico Inc

Filed Mar 28, 2025 · FY20240001308179-25-000289

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  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 backgrounds, viewpoints, skills 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 | | | Committee Membership | | | | | Name | Primary Occupation | Since | Age* | Independent | AC | CC | NCG | SPP | | Segun Agbaje | Group Chief Executive Officer, Guaranty Trust Holding Company Plc (GTCO Plc) | 2020 | 60 | | E | | | | | Jennifer Bailey | Vice President, Internet Services, Apple Pay, Apple, Inc. | 2023 | 62 | | | | | | | Cesar Conde | Chairman, NBCUniversal News Group | 2016 | 51 | | | | | | | Ian Cook (Presiding Director) | Former Chairman, President and Chief Executive Officer, Colgate-Palmolive Company | 2008 | 72 | | | | | | | Edith W. Cooper | Former Executive Vice President and Global Head, Human Capital Management, The Goldman Sachs Group, Inc. | 2021 | 63 | | | | | | | Susan M. Diamond | Former Chief Financial Officer, Humana Inc. | 2023 | 51 | | E | | | | | Dina Dublon | Former Executive Vice President and Chief Financial Officer, JPMorgan Chase & Co. | 2005 | 71 | | | | | | | Michelle Gass | President and Chief Executive Officer, Levi Strauss & Co. | 2019 | 57 | | | | | | | Ramon L. Laguarta | Chairman of the Board and Chief Executive Officer, PepsiCo | 2018 | 61 | | | | | | | Sir Dave J. Lewis | Former Group Chief Executive Officer, Tesco PLC; Chair, Haleon plc; Chairman, Xlinks | 2020 | 60 | | | | | | | David C. Page, MD | Professor, Massachusetts Institute of Technology; Former Director and President, Whitehead Institute for Biomedical Research | 2014 | 68 | | | | | | | Robert C. Pohlad | President and Chief Executive Officer of various family-owned entities; Former Chairman and Chief Executive Officer, PepsiAmericas, Inc. | 2015 | 70 | | | | | | | Daniel Vasella, MD | Former Chairman and Chief Executive Officer, Novartis AG | 2002 | 71 | | | | | | | Darren Walker | President, Ford Foundation | 2016 | 65 | | | | | | | Alberto Weisser | Former Chairman and Chief Executive Officer, Bunge Limited | 2011 | 69 | | E | | | |

  3. Director Nominees

    | * Ages are as of March 28, 2025 | | = Committee Chair | AC | = Audit Committee | | | | = Committee Member | CC | = Compensation Committee | | | E | = Audit Committee Financial Expert | NCG | = Nominating and Corporate Governance Committee | | | | | SPP | = Sustainability 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 backgrounds in light of the Company’s strategy and evolving needs. We believe our 15 director nominees bring a well-rounded range of backgrounds, viewpoints, skills and experiences, and represent an effective mix of deep Company knowledge and fresh perspectives.

  5. Director Nominee Highlights

    | Range of Tenures* | Mix of Ages* | Independent Oversight | | Average Tenure: 8.9 Years | Average Age: 63.4 60% are 65 or younger | 14 of 15 independent director nominees All 4 Board Committees are independent |

  6. Director Nominee Highlights

    * Tenure and age are as of March 28, 2025.

  7. Director Nominee Highlights

    | Backgrounds and Experiences | | |

  8. Director Nominee Highlights

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

  9. Director Nominee Highlights

    | Diverse Representation | Global Perspective | | female and/or racially/ethnically diverse | 11 of 15 director nominees with significant global experience |

  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: 60 | 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 as the Chairman of the board of Guaranty Trust Bank (UK) Limited. He also serves on the boards of 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. Mr. Agbaje has been involved in multiple debt and equity fund raisings and possesses deep knowledge of emerging market economies. | |

  13. Director Nominees

    | Jennifer Bailey Director Since: 2023 Age: 62 | 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 80 countries; Apple Wallet, which now enables millions of customers to securely store and access transit cards, mobile IDs, digital keys, 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 served on the board of governors for the American Red Cross from 2015 to 2024. 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 twenty years of experience leading various functions at Apple Inc. PepsiCo benefits from Ms. Bailey’s significant business and technological innovation expertise, which 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 previous role as a director at one of the largest, U.S.-based non-profit organizations. | |

  14. Director Nominees

    | Cesar Conde Director Since: 2016 Age: 51 | 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. 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 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): None | 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: 72 | 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: 63 | Independent Committee Memberships: ■ Audit | | | Edith W. Cooper has spent over two decades of her career with The Goldman Sachs Group, Inc., including 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 is currently a Senior Director at Goldman Sachs. She 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. 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: 51 | Independent Committee Memberships: ■ Audit | | | Susan M. Diamond previously served as Chief Financial Officer of Humana Inc., an integrated health and wellness company, from 2021 to January 2025, and currently serves in an advisory role at Humana. 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 Gentiva Health Services and JenCare Senior Medical Center, private entities in which Humana has an ownership interest. Ms. Diamond also serves on the boards of the Louisville Orchestra and the Louisville Economic Development Alliance. 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 previous 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, obtained through her experience at Humana. Ms. Diamond’s previous experience serving as a Chief Financial Officer and President of an operating unit of a large public company has equipped her with 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: 71 | Independent Committee Memberships: ■ Compensation ■ Sustainability 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. Ms. Dublon currently serves on the independent audit quality committee of Ernst & Young LLP. 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 is a member of the board of directors of The Hastings Center and the Westchester Land Trust. 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: 57 | Independent Committee Memberships: ■ Sustainability and Public Policy | | | Michelle Gass has served as President and Chief Executive Officer of Levi Strauss & Co. since 2024. Ms. Gass previously served as President of Levi’s in 2023. Prior to joining Levi’s, 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 the 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: 61 | | | 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: 60 | Independent Committee Memberships: ■ Sustainability 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 as Chair to the UK World Wildlife Fund and as a trustee of the Royal Foundation. 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 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 the Champions 12.3 UN program 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 initiatives and pursue strategies to drive sustainable long-term growth. | |

  22. Director Nominees

    | David C. Page, MD Director Since: 2014 Age: 68 | Independent Committee Memberships: ■ Compensation ■ Sustainability 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 initiatives in an environment of shifting consumer preferences and regulatory initiatives. | |

  23. Director Nominees

    | Robert C. Pohlad Director Since: 2015 Age: 70 | Independent Committee Memberships: ■ Compensation ■ Nominating and Corporate Governance CHAIR | | | Robert C. Pohlad has served since 1987 as President and Chief Executive Officer 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 was a member of the Board of Trustees of the University of Puget Sound and is currently 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: 71 | 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 ■ Previous (During Past 5 Years): SciClone Pharmaceuticals (Holdings) Limited (until 2024) | 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: 65 | Independent Committee Memberships: ■ Nominating and Corporate Governance ■ Sustainability 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 and Friends of the High Line. Mr. Walker 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 and talent development, and insights on public policy and sustainability-related matters that are particularly valuable as PepsiCo continues to focus on its sustainability initiatives 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 international operations. | |

  26. Director Nominees

    | Alberto Weisser Director Since: 2011 Age: 69 | 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

    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, viewpoints, backgrounds and experiences. To promote thoughtful Board refreshment, we have:

  28. Director Nominees

    | ■ | Developed a comprehensive, ongoing Board succession planning process; | | ■ | Implemented an annual Board and Committee assessment process; and | | ■ | Adopted a policy under 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. |

  29. Director Nominees

    Five of the director nominees joined the Board since the beginning of 2020. The average age of our director nominees and our independent director nominees is 63.4 years and 63.6 years, respectively. The average tenure of all our director nominees and our independent director nominees is 8.9 years and 9.1 years, respectively.

  30. 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 2024, our Board of Directors held five meetings and our Committees held nineteen meetings in the aggregate. In fiscal year 2024, no incumbent director attended fewer than 75% of the total number of Board and applicable Committee meetings. All fifteen directors then serving attended the 2024 Annual Meeting of Shareholders.

  31. Transactions with Related Persons

    Mr. Pohlad is and was not involved in negotiating any of these arm’s-length transactions. The Board thoroughly considered these relationships and determined that they do not impair Mr. Pohlad’s independence or his ability to exercise independent judgment in carrying out the responsibilities as a director of the Company. In addition, Meaghan Spillane is a Key Account Manager, PepsiCo Beverages North America (PBNA) at PepsiCo and daughter of Marie T. Gallagher, who serves as Senior Vice President and Controller of PepsiCo. Ms. Spillane received total compensation of approximately $161,500 in fiscal year 2024, and participates in the general welfare and benefit plans of PepsiCo. Ms. Spillane’s compensation was established in accordance with PepsiCo’s employment and compensation practices applicable to employees with equivalent qualifications and responsibilities and holding similar positions. Ms. Gallagher does not have a material interest in her daughter’s employment, nor does she share a household with her.

  32. 2024 Director Compensation

    2024 Director Compensation Non-employee directors are compensated for their service on the Board as described below. Directors who are employees of the Company receive no additional compensation for serving as directors.

  33. Annual Compensation

    | ANNUAL DIRECTOR COMPENSATION | ADDITIONAL COMPENSATION | | | An additional $30,000 annual cash retainer ■ Nominating and Corporate Governance Committee Chair ■ Sustainability 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. 2024 Director Compensation

    2024 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. 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. 2024 Non-Employee Director Compensation

    2024 Non-Employee Director Compensation The following table summarizes the compensation of the non-employee directors for the fiscal year ended December 28, 2024.

  36. 2024 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 | 120,000 | 200,000 | — | 320,000 | | Cesar Conde | 160,000 | 200,000 | — | 360,000 | | Ian Cook | 170,000 | 200,000 | 30,310 | 400,310 | | Edith W. Cooper | 120,000 | 200,000 | 30,310 | 350,310 | | Susan M. Diamond | 120,000 | 200,000 | 30,310 | 350,310 | | Dina Dublon | 120,000 | 200,000 | 30,310 | 350,310 | | Michelle Gass | 120,000 | 200,000 | — | 320,000 | | Dave J. Lewis | 120,000 | 200,000 | — | 320,000 | | David C. Page | 120,000 | 200,000 | 20,310 | 340,310 | | Robert C. Pohlad | 150,000 | 200,000 | — | 350,000 | | Daniel Vasella | 120,000 | 200,000 | 30,310 | 350,310 | | Darren Walker | 150,000 | 200,000 | — | 350,000 | | Alberto Weisser | 160,000 | 200,000 | — | 360,000 |

  37. 2024 Non-Employee Director Compensation

    | (1) The retainer fee reflects a payment of $60,000 made in arrears in June 2024 for service during the period December 1, 2023 through May 31, 2024 and a payment of $60,000 made in arrears in December 2024 for service during the period June 1, 2024 through November 30, 2024. The following directors elected to defer all of their 2023-2024 cash compensation into PepsiCo’s director deferral program: Mr. Agbaje deferred his $120,000 retainer fees into 718 phantom stock units, Ms. Bailey deferred her $120,000 retainer fees into 718 phantom stock units, Ms. Diamond deferred her $120,000 retainer fees into 718 phantom stock units, Sir Dave deferred his $120,000 retainer fees into 718 phantom stock units, and Dr. Vasella deferred his $120,000 retainer fees into 718 phantom stock units. The number of phantom units of PepsiCo Common Stock Mr. Agbaje, Mmes. Bailey and Diamond, Sir Dave, and Dr. Vasella deferred on June 1, 2024 and December 1, 2024 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 $171.23 and $163.05, respectively. | | (2) The amounts reported for stock awards represent the full grant date fair value of the phantom stock units granted in 2024 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 2024 during our annual Company-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, $30,000, $30,000, $30,000, $20,000, and $30,000, respectively. |

  38. 2024 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 2025. 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 2025 Annual Meeting and will have an opportunity to make statements during the meeting if they desire to do so.

  39. 2024 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 2025. |

  40. PepsiCo Compensation Principles

    | 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 Objectives | | ■ Recognize the achievement of individual 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 sustainability initiatives, people, expanded portfolio offerings, and/or brands with positive impact |

  41. Chairman and CEO Performance Summary

    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 2024, Mr. Laguarta’s annual incentive was determined by reference to the Business Performance metrics and Business Results under the “2024 Annual Incentive Award” section beginning on page 57 of this Proxy Statement, with primary focus on achievement of predetermined goals for each of the following measures:

  42. Strong Compensation Governance

    | What We Do | What We Don’t 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 financial guidance Risk mitigation: Our compensation programs include balanced performance metrics, clawback provisions, and an oversight process to identify risk | 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 |

  43. 2024 Annual Incentive Award

    2024 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 2024 performance metrics that make up the Business Performance component of the annual incentive award are listed in the table below for each NEO:

  44. 2024 Annual Incentive Award

    | | Ramon L. Laguarta PepsiCo | Jamie Caulfield PepsiCo | Steven Williams PFNA(1) | Silviu Popovici Europe | Becky Schmitt PepsiCo | | Organic Revenue Performance | | | | | | | Free Cash Flow Excluding Certain Items | | | | | | | Core Constant Currency EPS Growth | | | | | | | Relative Competitive Performance | | | | | | | Core Constant Currency Net Income Growth[7] | | | | | | | Core Constant Currency Operating Profit Growth | | | | | |

  45. 2024 Annual Incentive Award

    | (1) Annual incentive award for Mr. Williams is based on Frito-Lay North America (“FLNA”) and QFNA compensation performance measures. |

  46. 2024 Annual Incentive Award

    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 Performance, 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 2024, 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. While external guidance may be updated during the fiscal year, internal incentive goals used to determine performance-based award payouts for executive officers are not reset.

  47. 2024 Annual Incentive Award

    | Performance Metrics[8] | Performance Targets | Actual Results | | Organic Revenue Performance | 4.5% | 2.0% | | Free Cash Flow Excluding Certain Items | $9.1 billion | $8.7 billion | | Core Constant Currency EPS Growth | 8.5% | 9% | | Core Constant Currency Net Income Growth[7] | 8.6% | 8% |

  48. 2024 Annual Incentive Award

    Business unit performance targets and Relative Competitive Performance expectations, which were intended to be challenging, are not disclosed because such disclosure would result in competitive harm to the Company. These targets were set at levels necessary to deliver our consolidated performance goals and generate value for shareholders. In determining final annual incentive award payouts, the Compensation Committee considers actual business results relative to the performance targets outlined in the previous table, in addition to other quantitative and qualitative factors. The Compensation Committee engages in a robust and rigorous review of any exclusions made from results of operations for compensation purposes. If exercised, these adjustments may be positive or negative to ensure that executives are neither rewarded nor penalized for extraordinary factors outside of their control.

  49. 2024 Annual Incentive Award

    | [7] | Refers to Core Constant Currency Net Income attributable to PepsiCo growth. | | [8] | Please refer to Appendix A to this Proxy Statement for a description and reconciliation of these non-GAAP financial measures relative to reported GAAP financial measures, and to pages 47-52 and 54 of PepsiCo’s 2024 Annual Report on Form 10-K for the fiscal year ended December 28, 2024 for a more detailed description of the items excluded from these measures. |

  50. 2024 Annual Incentive Award

    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, and implementing sustainability initiatives. 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 sustainability initiatives. 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 initiatives as described in PepsiCo’s ESG Summary, accessible through www.pepsico.com. 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 2024, the Compensation Committee considered the following accomplishments by NEOs, other than the Chairman and CEO, who is discussed earlier.

  51. 2024 Annual Incentive Award

    | | NEO Performance | 2024 Compensation ($000) | | Jamie Caulfield EVP and CFO, PepsiCo | ■Enabled PepsiCo to increase its dividend for the 52nd consecutive year in 2024, returning $8.2 billion in cash to shareholders ■Continued supporting technical and digital transformation of the organization through rigorous planning and fund allocation ■Refreshed spending policies and led initiatives to improve spend capabilities and compliance | | | Steven Williams CEO, PFNA | ■Faced headwinds in 2024, resulting in Organic Revenue Performance[9] of -0.5% and -14% for FLNA and QFNA, respectively, given the cumulative impacts of inflationary pressures and higher borrowing costs on consumer budgets ■Made significant investments behind our Lay’s brand which delivered notable improvement in performance trends ■Built presence in multicultural and value conscious segments, improving in-store availability ■Led negotiations to acquire Siete Foods and Sabra to expand and strengthen PFNA’s brand ■Enabled progress resuming production of certain products affected by the QFNA recall | | | Silviu Popovici CEO, Europe | ■Continued to deliver Organic Revenue Performance, remaining resilient in a volatile economy and precarious geopolitical environment, while leading the expansion of Core Operating Margin across PepsiCo ■Gained or held savory share in Poland and beverages share in the U.K., Germany, and Poland ■Announced a long-term partnership with Yara, the leading crop nutrition company in Europe, aimed at providing farmers with crop nutrition programs to help with decarbonization ■Began initiative to increase chips and snacks production by 35% through investments in production processes, factory expansion, improved staff facilities, and a new warehouse in West Flanders | | | Becky Schmitt EVP and CPO, PepsiCo | ■Supported global productivity initiatives, rolling out programs that met demands of the business while minimizing negative associate impact ■Expanded flexible benefits, increasing global footprint and providing associates with the option to personalize their benefits and participate in programs they find most valuable ■Implemented Workforce Management program that resulted in notable improvements to the employee experience and payroll execution | Ms. Schmitt also received a $1,800,000 cash sign-on award payment in 2024 to offset compensation that was forfeited in connection with her departure from her prior employer |

  52. 2024 Annual Incentive Award

    | [9] | Please refer to Appendix A to this Proxy Statement for a description and reconciliation of these non-GAAP financial measures relative to reported GAAP financial measures, and to pages 47-52 and 54 of PepsiCo’s 2024 Annual Report on Form 10-K for the fiscal year ended December 28, 2024 for a more detailed description of the items excluded from these measures. |

  53. Long-Term Incentive Awards

    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.

  54. Long-Term Incentive Awards

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

  55. Performance Stock Units

    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.

  56. Performance Stock Units

    | 50% weighting | Earnings Per Share Growth 3-year average of annual Core Constant Currency EPS Growth rates A metric followed by shareholders that incorporates key elements of financial success, including top-line growth in revenue, expense control, the effectiveness of investments made in the business over time, and bottom-line profitability. | | | Organic Revenue Performance 3-year average of annual Organic Revenue Performance rates A metric followed by shareholders that focuses on accelerated top-line growth and enhanced shareholder returns. | | 50% weighting | | | | 0 - 200% of Target | | Payout | |

  57. Long-Term Cash Award

    Long-Term Cash Award The LTC award focuses on relative TSR performance, strengthening alignment with long-term shareholder value creation. The LTC award is denominated and pays out in cash, reflecting PepsiCo’s responsible use of shares under our LTI program.

  58. Long-Term Cash Award

    | 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 |

  59. Long-Term Incentive Award Payouts

    Long-Term Incentive Award Payouts

  60. 2022 PSU Payout

    2022 PSU Payout As a result of strong three-year performance driven by investments made to fortify our businesses, the 2022 PSUs paid out at 200% of target.

  61. 2022 PSU Payout

    | 3-YEAR AVERAGE OF ANNUAL CORE CONSTANT CURRENCY EPS GROWTH[10] | 3-YEAR AVERAGE OF ANNUAL ORGANIC REVENUE PERFORMANCE[10] | | | | | ■PepsiCo’s three-year (2022-2024) average Core Constant Currency EPS Growth[10] compensation performance measure of 11.2% was above the maximum of 10.3% set by the Compensation Committee in 2022 | ■PepsiCo’s three-year (2022-2024) average Organic Revenue Performance[10] compensation performance measure of 8.6% was above the maximum of 6.8% set by the Compensation Committee in 2022 |

  62. 2022 PSU Payout

    | Name | PSUs Granted | PSUs Earned | Payout of Target | | Ramon L. Laguarta | 57,699 | 115,398 | 200% | | Jamie Caulfield(1) | 0 | 0 | N/A | | Steven Williams | 14,172 | 28,344 | 200% | | Silviu Popovici | 12,957 | 25,914 | 200% | | Becky Schmitt(2) | 0 | 0 | N/A |

  63. 2022 PSU Payout

    | (1) Mr. Caulfield was not eligible for any PSUs granted in 2022 as he was not an executive officer of PepsiCo at the time. | | (2) Ms. Schmitt was not eligible for any PSUs granted in 2022 as she was not employed by or an executive officer of PepsiCo at the time. |

  64. 2022 Long-Term Cash Award Payout

    2022 Long-Term Cash Award Payout The 2022 LTC award paid out at 70% of target in light of our total return to shareholders, including dividends, in comparison to our proxy peer group over the three-year performance period.

  65. 2022 Long-Term Cash Award Payout

    | 3-YEAR RELATIVE TSR PERCENTILE VS. PROXY PEER GROUP | | | | ■Based on PepsiCo’s TSR of -4.6% for the three-year performance period ended on December 31, 2024, PepsiCo ranked at the 35th percentile relative to our proxy peer group |

  66. 2022 Long-Term Cash Award Payout

    | Name | LTC Granted ($000) | LTC Earned ($000) | Payout of Target | | Ramon L. Laguarta | 4,845 | 3,392 | 70% | | Jamie Caulfield(1) | 0 | 0 | N/A | | Steven Williams | 1,190 | 833 | 70% | | Silviu Popovici | 1,088 | 762 | 70% | | Becky Schmitt(2) | 0 | 0 | N/A |

  67. 2022 Long-Term Cash Award Payout

    | (1) Mr. Caulfield was not eligible for any LTC award granted in 2022 as he was not an executive officer of PepsiCo at the time. | | (2) Ms. Schmitt was not eligible for any LTC award granted in 2022 as she was not employed by or an executive officer of PepsiCo at the time. |

  68. Special Long-Term Incentive Awards

    Special Long-Term Incentive Awards

  69. Special PSU Award Grants

    Special PSU Award Grants No special PSU awards were granted to NEOs in 2024, and no special PSU awards remain outstanding for our NEOs.

  70. Special PSU Award Grants

    | [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 47-52 and 54 of PepsiCo’s 2024 Annual Report on Form 10-K for the fiscal year ended December 28, 2024 for a more detailed description of the items excluded from these measures. |

  71. Retirement and Benefit Programs

    | 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 “2024 Retirement Benefits” section beginning on page 74 ■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 “2024 Non-Qualified Deferred Compensation” section beginning on page 78 |

  72. Peer Group

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

  73. Peer Group

    | 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 |

  74. PEPSICO 2024 COMPENSATION PEER GROUP

    PEPSICO 2024 COMPENSATION PEER GROUP

  75. PEPSICO 2024 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 |

  76. PEPSICO VS. 2024 PEER GROUP

    PEPSICO VS. 2024 PEER GROUP

  77. PEPSICO VS. 2024 PEER GROUP

    | * Based on the four fiscal quarters ended prior to December 28, 2024 and publicly available as of March 1, 2025 | | ** Based on 2024 year-end |

  78. Risk Mitigation

    | | | | | | 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. |

  79. Share Retention Policy

    Share Retention Policy To ensure that our executive officers exhibit a strong commitment to PepsiCo stock ownership, the Board adopted the 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.

  80. Cash Severance Policy

    Cash Severance Policy The Compensation Committee adopted the PepsiCo, Inc. Executive Officer Cash Severance Policy in 2024 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.

  81. Change in Control Provisions

    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.

  82. Responsible Equity Grant Practices

    Responsible Equity Grant Practices PepsiCo’s equity grant practices include generally making grants on fixed pre-established grant dates and ensuring all grants are made at exercise prices or grant prices equal to the “fair market value” of PepsiCo Common Stock on such dates. PepsiCo grants stock options to employees on an annual basis; however, executive officers do not receive stock options. PepsiCo currently does not grant stock appreciation rights or similar option-like instruments. During the last fiscal year, the Compensation Committee did not take material nonpublic information into account when determining the timing or terms of stock options, nor did the Company time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  83. Responsible Equity Grant Practices

    | ■ | Under the Company’s equity grant practices, stock options are granted only on pre-determined dates. The terms and conditions of stock option grants to employees are generally approved at a meeting of the Compensation Committee that is held during February, and the grants are made effective on March 1, July 1, and October 1. During 2024, PepsiCo did not grant stock options, stock appreciation rights or similar option-like instruments to any NEO. | | ■ | 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. | | ■ | 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. |

  84. Compensation Committee

    | 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 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 | | | |

  85. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table summarizes the compensation of the NEOs for the fiscal year ended December 28, 2024 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 53 for a description of how compensation is viewed by PepsiCo’s Board.

  86. 2024 Summary Compensation Table

    | | | | | | Non-Equity Incentive Plan Compensation ($) | | | Change in | | | | Name and Principal Position | Year(1) | Salary ($)(2) | Bonus ($)(3) | Stock Awards ($)(4) | Subtotal for Annual Payouts ($)(5) | Subtotal for Long- Term Payouts ($)(6) | Total for Annual and Long-Term Payouts ($)(7) | Pension Value and Non-Qualified Deferred Compensation Earnings ($)(8) | All Other Compensation ($)(9) | Total ($) | | Ramon L. Laguarta Chairman of the Board and Chief Executive Officer | 2024 | 1,763,462 | — | 11,005,571 | 3,375,000 | 3,391,500 | 6,766,500 | 8,741,242 | 537,984 | 28,814,759 | | | 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 | | Jamie Caulfield EVP and CFO | 2024 | 700,000 | — | 2,144,941 | 850,500 | — | 850,500 | 669,477 | 48,542 | 4,413,460 | | | 2023 | 498,615 | — | 1,261,467 | 612,100 | 210,540 | 822,640 | 638,757 | 125,770 | 3,347,249 | | Steven Williams CEO, PFNA | 2024 | 892,308 | — | 2,969,969 | 770,400 | 833,000 | 1,603,400 | 2,464,533 | 138,240 | 8,068,450 | | | 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 | | Silviu Popovici CEO, Europe | 2024 | 800,000 | — | 2,177,955 | 1,713,600 | 761,600 | 2,475,200 | 458,721 | 360,462 | 6,272,338 | | | 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 | | Becky Schmitt EVP and CPO | 2024 | 725,000 | 1,800,000 | 1,715,920 | 861,300 | — | 861,300 | — | 170,632 | 5,272,852 |

  87. 2024 Summary Compensation Table

    | (1) Mr. Caulfield and Ms. Schmitt were not NEOs prior to 2023 and 2024, respectively, and as a result, only the compensation information for the years they were NEOs is included 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. Mr. Caulfield’s salary in 2023 reflects his promotion to EVP and CFO, PepsiCo effective November 30, 2023. | | (3) The amount reported for Ms. Schmitt is a payment made to offset compensation that was forfeited in connection with her departure from her prior employer, which she received on the first anniversary of her start date. | | (4) 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 2024, the amounts reported in this column represent the grant date fair value of PSU 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. |

  88. 2024 Summary Compensation Table

    | | Value of 2024 PSU Awards | | | | Name | Below Threshold | At Target Level ($) | At Maximum 200% Level ($) | | Ramon L. Laguarta | — | 11,005,571 | 22,011,142 | | Jamie Caulfield | — | 2,144,941 | 4,289,882 | | Steven Williams | — | 2,969,969 | 5,939,938 | | Silviu Popovici | — | 2,177,955 | 4,355,910 | | Becky Schmitt | — | 1,715,920 | 3,431,840 |

  89. 2024 Summary Compensation Table

    | (5) As described in the “2024 Annual Incentive Award” section of the Compensation Discussion and Analysis beginning on page 57 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. | | (6) As described in the “Long-Term Incentive Award Payouts” section of the Compensation Discussion and Analysis on page 62 of this Proxy Statement, the Long-Term Payout amounts reported for 2024 reflect compensation earned for performance over a three-year period (2022-2024) under the LTC award granted in 2022 and paid in March 2025. Mr. Caulfield and Ms. Schmitt were not executive officers in 2022 and did not receive a LTC award that year. | | (7) Represents the total of the Annual Payouts and Long-Term Payouts of Non-Equity Incentive Plan Compensation. |

  90. 2024 Summary Compensation Table

    | (8) 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. Ms. Schmitt was hired after December 31, 2010 and is therefore not eligible to participate in any defined benefit pension plans sponsored by PepsiCo. | | (9) The following table provides the details for the amounts reported for 2024 for each NEO: |

  91. 2024 Summary Compensation Table

    | Name | Personal Use of Company Aircraft ($)(A) | Car Allowance and Personal Use of Ground Transportation ($)(B) | Global Mobility ($)(C) | Company Contributions to Defined Contribution Plans ($)(D) | Charitable Contributions ($)(E) | Total All Other Compensation ($) | | Ramon L. Laguarta | 392,694 | 27,394 | 105,896 | — | 12,000 | 537,984 | | Jamie Caulfield | — | 25,350 | 23,192 | — | — | 48,542 | | Steven Williams | 82,890 | 25,350 | — | — | 30,000 | 138,240 | | Silviu Popovici(F) | — | 39,284 | 321,178 | — | — | 360,462 | | Becky Schmitt | — | 25,350 | — | 144,282 | 1,000 | 170,632 |

  92. 2024 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 estimated fuel and the driver’s compensation). Infrequently, an executive’s spouse or other family member may use a Company-provided vehicle. 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 estimated fuel used in 2024, converted into U.S. dollars based on an average monthly exchange rate of 1 CHF = 1.1345 USD for 2024. | | (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 U.S., 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 within and outside their home country by minimizing any financial detriment or gain to the employee from the assignment. | | (D) Ms. Schmitt participated in the ARC and ARC-E programs described under the “2024 Retirement Benefits” section beginning on page 74 of this Proxy Statement and the “2024 Non-Qualified Deferred Compensation” section beginning on page 78 of this Proxy Statement. | | (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 2024 during our annual Company-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 and Williams and Ms. Schmitt, the PepsiCo Foundation made matching contributions of $12,000, $30,000, and $1,000, respectively. | | (F) 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 = 1.1345 USD for 2024. |

  93. 2024 Grants of Plan-Based Awards

    2024 Grants of Plan-Based Awards The following table summarizes grants of annual incentive awards, LTC awards, and PSUs provided to NEOs in 2024. The material terms of PepsiCo’s annual and LTI programs are described in the Compensation Discussion and Analysis beginning on page 51 of this Proxy Statement.

  94. 2024 Grants of Plan-Based Awards

    | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | Grant Date Fair Value | | Name | Grant Date(1) | Approval Date(1) | Grant Type | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | of Stock and Option Awards(2) | | Ramon L. Laguarta | — | 2/7/2024 | Annual Incentive(3)(4) | — | 3,525,000 | 7,050,000 | | | | | | | 3/1/2024 | 2/7/2024 | Long-Term Cash(5) | — | 5,669,500 | 11,339,000 | | | | | | | 3/1/2024 | 2/7/2024 | PSUs(6) | | | | — | 67,005 | 134,010 | 11,005,571 | | Jamie Caulfield | — | 2/7/2024 | Annual Incentive(3) | — | 1,050,000 | 3,150,000 | | | | | | | 3/1/2024 | 2/7/2024 | Long-Term Cash(5) | — | 1,105,000 | 2,210,000 | | | | | | | 3/1/2024 | 2/7/2024 | PSUs(6) | | | | — | 13,059 | 26,118 | 2,144,941 | | Steven Williams | — | 2/7/2024 | Annual Incentive(3)(4) | — | 1,337,500 | 4,012,500 | | | | | | | 3/1/2024 | 2/7/2024 | Long-Term Cash(5) | — | 1,530,000 | 3,060,000 | | | | | | | 3/1/2024 | 2/7/2024 | PSUs(6) | | | | — | 18,082 | 36,164 | 2,969,969 | | Silviu Popovici | — | 2/7/2024 | Annual Incentive(3) | — | 1,200,000 | 3,600,000 | | | | | | | 3/1/2024 | 2/7/2024 | Long-Term Cash(5) | — | 1,122,000 | 2,244,000 | | | | | | | 3/1/2024 | 2/7/2024 | PSUs(6) | | | | — | 13,260 | 26,520 | 2,177,955 | | Becky Schmitt | — | 2/7/2024 | Annual Incentive(3) | — | 870,000 | 2,610,000 | | | | | | | 3/1/2024 | 2/7/2024 | Long-Term Cash(5) | — | 884,000 | 1,768,000 | | | | | | | 3/1/2024 | 2/7/2024 | PSUs(6) | | | | — | 10,447 | 20,894 | 1,715,920 |

  95. 2024 Grants of Plan-Based Awards

    | (1) Consistent with prior years, 2024 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 7, 2024 and the grant date was March 1, 2024. | | (2) The amounts reported represent the aggregate grant date fair value of all PSUs granted to NEOs in 2024 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 reported, please see Note 6 to the Company’s consolidated financial statements in the Company’s 2024 Annual Report on Form 10-K for the fiscal year ended December 28, 2024. | | (3) The amounts reported reflect the potential range of 2024 annual cash incentive awards under the EICP, as described in the “2024 Annual Incentive Award” section of the Compensation Discussion and Analysis beginning on page 57 of this Proxy Statement. | | (4) The target and maximum annual incentive for Messrs. Laguarta and Williams reflect pro-rated increases due to base salary adjustments received in February 2024. | | (5) The amounts reported reflect the potential range of 2024 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 2024 PSUs will be determined based on the level of achievement attained with respect to Core Constant Currency EPS Growth and Organic Revenue Performance 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 2024 fiscal year-end, Messrs. Laguarta, Williams, and Popovici are eligible for pro-rata vesting and Mr. Caulfield is eligible for full vesting. |

  96. 2024 Outstanding Equity Awards at Fiscal Year-End

    2024 Outstanding Equity Awards at Fiscal Year-End The following table lists all outstanding stock option, PSU, and RSU awards as of December 28, 2024 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 61 of this Proxy Statement. No LTI award granted to an NEO has been transferred to any other person, trust, or entity.

  97. 2024 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 | | | | | | | 3/1/2024 | 3/1/2027 | — | — | 67,005 | 10,244,394 | | | | | | | | | 3/1/2023 | 3/1/2026 | — | — | 59,825 | 9,146,644 | | | | | | | | | 3/1/2022 | 3/1/2025 | — | — | 57,699 | 8,821,600 | | Jamie Caulfield | 14,581 | — | 131.25 | 3/1/2021 | 3/1/2024 | 2/28/2031 | | | | | | | | | 11,600 | — | 131.25 | 3/1/2020 | 3/1/2023 | 2/28/2030 | | | | | | | | | | | | | | | 3/1/2024 | 3/1/2027 | — | — | 13,059 | 1,996,591 | | Steven Williams | | | | | | | 3/1/2024 | 3/1/2027 | — | — | 18,082 | 2,764,557 | | | | | | | | | 3/1/2023 | 3/1/2026 | — | — | 15,439 | 2,360,469 | | | | | | | | | 3/1/2022 | 3/1/2025 | — | — | 14,172 | 2,166,757 | | Silviu Popovici | | | | | | | 3/1/2024 | 3/1/2027 | — | — | 13,260 | 2,027,321 | | | | | | | | | 3/1/2023 | 3/1/2026 | — | — | 12,351 | 1,888,344 | | | | | | | | | 3/1/2022 | 3/1/2025 | — | — | 12,957 | 1,980,996 | | Becky Schmitt | | | | | | | 3/1/2024 | 3/1/2027 | — | — | 10,447 | 1,597,242 | | | | | | | | | 6/1/2023 | 3/1/2026 | — | — | 9,442 | 1,443,587 | | | | | | | | | 6/1/2023 | 6/1/2025 | 2,751(4) | 420,600 | — | — |

  98. 2024 Outstanding Equity Awards at Fiscal Year-End

    | (1) Each of the PSU awards listed in the table vests three years after the grant date (with the exception of Ms. Schmitt’s 2023 PSU award which was granted upon hire with a vesting period of 33 months), 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 2024 fiscal year-end, Messrs. Laguarta, Williams, and Popovici are eligible for pro-rata vesting and Mr. Caulfield is eligible for full vesting. | | (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 $152.89, PepsiCo’s closing stock price on December 27, 2024, the last trading day of the 2024 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 reported award reflects RSUs granted to Ms. Schmitt to offset compensation that was forfeited in connection with her departure from her prior employer. 50% of this award vested on June 1, 2024 and the remaining 50% is scheduled to vest on June 1, 2025, subject to continued employment. |

  99. 2024 Option Exercises and Stock Vested

    2024 Option Exercises and Stock Vested

  100. 2024 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 | — | — | 133,258 | 21,870,969 | | Jamie Caulfield | — | — | 7,377 | 1,210,750 | | Steven Williams | — | — | 30,172 | 4,951,980 | | Silviu Popovici | — | — | 30,172 | 4,951,980 | | Becky Schmitt | — | — | 2,751 | 471,095 |

  101. 2024 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 65 of this Proxy Statement. | | (2) The following table lists PSU and RSU awards that vested in 2024 for the NEOs. |

  102. 2024 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 | 3/1/2021 | 3/1/2024 | 66,629 | 133,258 | 21,870,969 | 1,996,538 | | Jamie Caulfield | RSUs(A) | 3/1/2023 | 3/1/2024 | 7,377 | 7,377 | 1,210,750 | 45,811 | | Steven Williams | PSUs | 3/1/2021 | 3/1/2024 | 15,086 | 30,172 | 4,951,980 | 452,052 | | Silviu Popovici | PSUs | 3/1/2021 | 3/1/2024 | 15,086 | 30,172 | 4,951,980 | 452,052 | | Becky Schmitt | RSUs(B) | 6/1/2023 | 6/1/2024 | 5,502 | 2,751 | 471,095 | 13,920 |

  103. 2024 Option Exercises and Stock Vested

    | (A) The award granted to Mr. Caulfield was awarded prior to his promotion to his senior executive officer role and associated pay structure. The RSU award granted on March 1, 2023 vested on March 1, 2024 as Mr. Caulfield was eligible for full vesting having reached age 62 with at least 10 years of service. | | (B) The RSU award granted to Ms. Schmitt was granted on her date of hire to offset compensation that was forfeited in connection with her departure from her prior employer. 50% of this award vested on June 1, 2024 and the remaining 50% is scheduled to vest on June 1, 2025, subject to continued employment. |

  104. 2024 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. |

  105. 2024 Retirement Benefits

    2024 Retirement Benefits A summary of defined benefit and defined contribution plans sponsored by PepsiCo that our NEOs participated in during 2024 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.

  106. 2024 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) | | ■ 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 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 | | 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 | | |

  107. 2024 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) | | |

  108. 2024 Retirement Benefits

    | | PepsiCo Savings Plan - Automatic Retirement Contribution Program (“ARC”) | PepsiCo International Retirement Plan - Defined Contribution Program (“PIRP-DC”) | | Eligible NEOs | ■ Becky Schmitt | ■ 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 | |

  109. 2024 Retirement Benefits

    The Present Value of Accumulated Benefit reported in the 2024 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 28, 2024.

  110. 2024 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 | 4,212,832 | — | | | PepsiCo Employees Retirement Plan I | 7.3 | 227,087 | — | | | PepsiCo Pension Equalization Plan | | 34,311,838 | — | | Jamie Caulfield | PepsiCo Employees Retirement Plan I | 31.1 | 1,700,371 | — | | | PepsiCo Pension Equalization Plan | | 4,088,159 | — | | Steven Williams | PepsiCo Employees Retirement Plan I | 28.0 | 1,415,757 | — | | | PepsiCo Pension Equalization Plan | | 9,762,693 | — | | Silviu Popovici | PepsiCo International Retirement Plan - DC | 7.3 | 2,038,053 | — |

  111. 2024 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 5.70% for the PepsiCo Employees Retirement Plan I, 5.61% for the PepsiCo Pension Equalization Plan, and 5.70% 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. |

  112. 2024 Non-Qualified Deferred Compensation

    2024 Non-Qualified Deferred Compensation

  113. Potential Payments on Termination or Change in Control

    Potential Payments on Termination or Change in Control

  114. 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.

  115. 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. |

  116. CEO Pay 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. |

  117. The Ratio

    | ■ | Although we concluded there were no changes to our employee population or employee compensation arrangements that would significantly impact our pay ratio disclosure, the median employee referenced above is different than the median employee identified in the 2024 Proxy Statement. The prior median employee’s compensation for the last fiscal year significantly changed during 2024, primarily because the employee went on a leave of absence. As permitted by the SEC rules, the median employee identified above is the one whose compensation is substantially similar to the median employee referenced in the 2024 Proxy Statement based on the compensation measure used to first select a median employee. |

  118. 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 51 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.

  119. Pay Versus Performance

    | Year | 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) | | | | | | | TSR ($) | Peer Group TSR ($)(3) | | | | 2024 | 28,814,759 | 12,937,279 | 6,006,775 | 3,876,107 | 128.46 | 121.78 | 9,626 | 9% | | 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% |

  120. Pay Versus Performance

    | (1) The PEO was Ramon L. Laguarta for all years in the table. The Non-PEO NEOs were Silviu Popovici (all years), Steven Williams (2021 to 2024), Hugh F. Johnston (2020 to 2023), Kirk Tanner (2020 to 2023), Jamie Caulfield (2023 and 2024), Becky Schmitt (2024), and David Yawman (2020). |

  121. Pay Versus Performance

    | (2) The following table describes the adjustments for 2024, 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: |

  122. Pay Versus Performance

    | | 2024 | | | Adjustments ($) | PEO | Non-PEO NEOs* | | SCT Amounts | 28,814,759 | 6,006,775 | | 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 | (8,741,242) | (898,183) | | Service cost for the covered fiscal year | 1,087,331 | 202,346 | | Prior service cost for the covered fiscal year | — | — | | Adjustments for stock awards | | | | Aggregate value for stock awards included in “Stock Awards” column in SCT | (11,005,571) | (2,252,196) | | Fair value at year-end of awards granted during the covered fiscal year that were outstanding and unvested at the covered fiscal year-end | 7,517,089 | 1,538,308 | | 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 | (5,970,056) | (866,112) | | 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 | (761,569) | (95,790) | | 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 | 1,996,538 | 240,959 | | Compensation Actually Paid (as calculated) | $12,937,279 | $3,876,107 |

  123. Pay Versus Performance

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

  124. 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 2024, 2022 and 2023 stock awards are forecasted to pay out above target, whereas 2024 stock awards are forecasted to pay out below target. In addition, instead of using the grant price for stock-settled compensation, Compensation Actually Paid reflects the stock price of $152.89 on December 27, 2024, the last trading day of the 2024 fiscal year. |

  125. 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 and 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 for Industry Groups are calculated through December 31, 2024. |

  126. 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. |

  127. 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 2024 to Company performance.

  128. Pay Versus Performance

    | Most Important Performance Measures | | | Core Constant Currency EPS Growth(5) | Organic Revenue Performance(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) | |

  129. Pay Versus Performance

    The following charts show graphically the relationships over the past five 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:

  130. Pay Versus Performance

    | CAP VERSUS CORE CONSTANT CURRENCY EPS GROWTH(5) (2020 - 2024) | CAP VERSUS GAAP NET INCOME (2020 - 2024) | | | |