PepsiCo : Notice of 2025 PepsiCo Annual Meeting and Proxy Statement
PEP
Notice of 2025 Annual Meeting of Shareholders and Proxy Statement
winning with
Announced our 53rd consecutive annualized dividend per share increase, effective with the expected June 2025 dividend payment
Dear Fellow PepsiCo Shareholders:
Ramon L. Laguarta Chairman of the Board of Directors and
Chief Executive Officer
I am pleased to invite you to our 2025 Annual Meeting of Shareholders on Wednesday, May 7, 2025 at 9:00 a.m. Eastern Daylight Time. This year's event can be accessed atwww.virtualshareholdermeeting.com/PEP2025.
We continue to advance our strategic initiatives by Winning with pep+, our strategy to transform PepsiCo from end-to-end to create sustainable growth and value
Winning with pep+ (PepsiCo Positive) has been the cornerstone of our long-term success. It's the way we are transforming our supply chain, evolving our portfolio, and striving to make sure we have the right capabilities to support our people and our business everywhere in the world.
This includes elevating our Positive Choices by continuously improving our recipes to reduce sodium, saturated fat, and added sugar, while incorporating more diverse ingredients. It also includes reaching consumers everywhere by growing our presence in Away from Home channels to capture additional opportunities and by leveraging our iconic brands into new occasions and experiences.
We've made tremendous progress in our journey to invest in our businesses and accelerate growth - while also having to navigate through a global pandemic and periods of abnormally high levels of inflation. Over the past five years, our net revenue has increased 37 percent to nearly $92 billion, while reported and core EPS have increased 34 and 48 percent, respectively.
This is a testament to the long-term resilience of our categories, our product and geographic diversification, the agility of our business model and our ability to deliver profitable growth.
Our International business has been an especially important contributor to our growth as we have continued to build our presence outside of North America. In 2024, our International businesses delivered net revenue of $37 billion, representing 40 percent of our total net revenue and 40 percent and 39 percent of our reported and core division operating profit mix, respectively.
As we look ahead, we believe the runway for growth remains vast. We operate in two large and attractive categories - global beverage and convenient foods - which represent a $1.3 trillion global opportunity. Accelerating the pace of our portfolio innovation and transformation will play an important role for our marketplace presence and future growth - especially in segments consumers are telling us they want more of, like zero sugar, functional hydration, sports nutrition, fiber and protein as well as portion control.
To support these initiatives and investments, while positioning us to deliver long-term profitable growth, we will continue to elevate and accelerate our multi-year, corporate-wide transformation and productivity programs.
This includes modernizing our Company with digital platforms that help us better leverage data to improve our competitiveness in the marketplace by improving our agility, speed to market and precision execution at the store level. It also includes simplifying and harmonizing our IT systems and standardizing our ways of working.
We have beloved brands, a talented team of associates around the world and advantaged capabilities. As the external landscape continues to evolve, we believe we have the right strategies, tools, and capabilities in place to capture additional opportunities for growth.
Our Board of Directors is actively engaged in our strategy
As stewards of our Company, our Board plays an essential role in guiding our overall long-term strategy. Our Board has deep experience in strategy development and risk oversight and offers insights into the most important issues facing the Company. Throughout yet another year of uncertainty and challenges, our Board has continued to be an invaluable resource, offering their expertise and providing tireless support. I am grateful to each member for their availability and their counsel.
Your feedback is important to us
The feedback we receive from our shareholders and other stakeholders is critical to PepsiCo's success. We have a longstanding practice of engaging regularly with our shareholders and other stakeholders. These important external viewpoints help inform our decisions and our strategy. Through ongoing dialogue, we hope to continue broadening our perspective and strengthening our corporate governance framework. We believe this helps ensure we have the right strategy in place to meet the evolving needs of our rapidly changing business environment and remain responsive to the priorities and long-term interests of our shareholders and other stakeholders.
Your vote is important
Whether or not you plan to attend the Annual Meeting virtually, we encourage you to vote promptly. You may vote by telephone or online, or, if you requested to receive printed proxy materials, by completing, signing, dating, and returning the enclosed proxy card or voting instruction form.
On behalf of our Board of Directors and all PepsiCo associates, thank you for your support and the faith and confidence you place in us with your investment.
Sincerely,
Ramon L. Laguarta
Chairman of the Board of Directors and Chief Executive Officer
March 28, 2025
"Over the past five years, our net revenue has increased 37 percent to nearly $92 billion, while reported and core EPS have increased 34 and 48 percent, respectively. This is a testament to the long-term resilience of our categories, our product and geographic diversification, the agility of our business model and our ability to deliver profitable growth."
700 Anderson Hill Road Purchase, New York 10577
Notice of 2025 Annual Meeting of Shareholders
Date and Time
Wednesday, May 7, 2025 9:00 a.m. Eastern Daylight Time
Place
www.virtualshareholdermeeting.com/PEP2025.
A list of shareholders entitled to vote at the Annual Meeting will be available for inspection during the Annual Meeting at the link provided above.
Items to be Voted On
1
Elect as directors the 15 nominees named in the attached Proxy Statement.
2
Ratify the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2025.
3
Provide advisory approval of executive compensation.
4-7
Act upon four shareholder proposals described in the attached Proxy Statement, if properly presented.
Proxy Voting
Your vote is very important. Whether or not you plan to attend the Annual Meeting, please promptly vote by telephone or over the Internet, or by completing, signing, dating and returning your proxy card or voting instruction form so that your shares will be represented at the Annual Meeting.
Voting Methods
Via the Internet in Advance Visitwww.proxyvote.com.
By Telephone
Call the phone number located on your proxy card or voting instruction form.
By Mail
Complete, sign, date and return your proxy card or voting instruction form in the envelope provided.
At the Meeting
You will need the 16-digit number included in your proxy card, voting instruction form or notice
Attend the Annual Meeting virtually. See page 101 for additional details on how to vote during the meeting.
Record Date
Holders of record of our Common Stock as of the close of business on February 27, 2025 will be entitled to notice of, and to vote at, the Annual Meeting.
By Order of the Board of Directors,
David Flavell Corporate Secretary March 28, 2025
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on May 7, 2025.
Our Notice of Annual Meeting, Proxy Statement and Annual Report for the fiscal year ended December 28, 2024 ("2024 Annual Report") are available atwww.pepsico.com/proxy25.
We are making the Proxy Statement and the form of proxy first available on or about March 28, 2025.
Table of Contents
Proxy Statement Summary5
Election of Directors (Proxy Item No. 1) 11
Director Election Requirements and Majority-Vote Policy 12
Director Nominees 12
Board Composition and Refreshment 20
Comprehensive, Ongoing Process for Board Succession
Planning and Selection and Nomination of Directors 20
Directors' Backgrounds and Experiences 21
Attributes of Individual Nominees 21
Director Orientation and Continuing Education 22
Board and Committee Assessments 22 Shareholder Recommendations and Nominations of
Director Candidates 23
Corporate Governance at PepsiCo 24
Our Governance Philosophy 24
Our Standards of Conduct 24
Our Board of Directors 25
Board Leadership Structure 25
Director Independence 27
Related Person Transactions 28
Committees of the Board of Directors 30
The Board's Role in Strategy Oversight 33
The Board's Oversight of Risk Management 34 The Board's Role in Human Capital Management and
Talent Development 36
Shareholder and Stakeholder Engagement 39
Our Sustainable Business Practices 42
Political Contributions Policy 44
Communications with the Board 44
2024 Director Compensation 45
Ratification of Appointment of Independent Registered
Public Accounting Firm (Proxy Item No. 2) 47
Audit Committee Report 47
Audit and Other Fees 49
Advisory Approval of Executive Compensation
(Proxy Item No. 3) 50
Executive Compensation 51
Compensation Discussion and Analysis 51
2024 Summary Compensation Table 69
2024 Grants of Plan-Based Awards 71
2024 Outstanding Equity Awards at Fiscal Year-End 72
2024 Option Exercises and Stock Vested 73
2024 Retirement Benefits 74
2024 Non-Qualified Deferred Compensation 78
Potential Payments on Termination or Change in Control 80
Compensation Committee Report 81
CEO Pay Ratio 82
Pay Versus Performance 84 Securities Authorized for Issuance under Equity
Compensation Plans 86
Shareholder Proposals (Proxy Item Nos. 4-7) 87
Ownership of PepsiCo Common Stock 99
Information About the Annual Meeting 101
Voting Procedures 101
Attending the Annual Meeting 103
2025 Proxy Materials 103
Other Matters 105
2026 Shareholder Proposals and Director Nominations 105
Appendix A - Reconciliation of GAAP and
Non-GAAP Information
A-1
This Proxy Statement of PepsiCo, Inc. ("PepsiCo," the "Company," "we," "us" or "our") contains statements reflecting our views about our future performance that constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 ("Reform Act"). Statements that constitute forward-looking statements within the meaning of the Reform Act are generally identified through the inclusion of words such as "aim," "anticipate," "believe," "drive," "estimate," "expect," "expressed confidence," "forecast," "future," "goal," "guidance," "intend," "may," "objective," "outlook," "plan," "position," "potential," "project," "seek," "should," "strategy," "target," "will" or similar statements or variations of such words and other similar expressions. Forward-looking statements are based on currently available information, operating plans and projections about future events and trends. They inherently involve risks and uncertainties that could cause actual results to differ materially from those predicted in any such forward-looking statement. Such risks and uncertainties include, but are not limited to: future demand for PepsiCo's products; damage to PepsiCo's reputation or brand image; product recalls or other issues or concerns with respect to product quality and safety; PepsiCo's ability to compete effectively; PepsiCo's ability to attract, develop and maintain a highly skilled workforce or effectively manage changes in our workforce; water scarcity; changes in the retail landscape or in sales to any key customer; disruption of PepsiCo's manufacturing operations or supply chain, including increased commodity, packaging, transportation, labor and other input costs; political, social or geopolitical conditions in the markets where PepsiCo's products are made, manufactured, distributed or sold; PepsiCo's ability to grow its business in developing and emerging markets; changes in economic conditions in the countries in which PepsiCo operates; future cyber incidents and other disruptions to our information systems; failure to successfully complete or manage strategic transactions; PepsiCo's reliance on third-party service providers and enterprise-wide systems; climate change or measures to address climate change and other sustainability matters; strikes or work stoppages; failure to realize benefits from PepsiCo's productivity initiatives or organizational changes; deterioration in estimates and underlying assumptions regarding future performance of our business or investments that can result in impairment charges; fluctuations or other changes in exchange rates; any downgrade or potential downgrade of PepsiCo's credit ratings; imposition or proposed imposition of new or increased taxes aimed at PepsiCo's products; imposition of limitations on the marketing or sale of PepsiCo's products; changes in laws and regulations related to the use or disposal of plastics or other packaging materials; failure to comply with personal data protection and privacy laws; increase in income tax rates, changes in income tax laws or disagreements with tax authorities; failure to adequately protect PepsiCo's intellectual property rights or infringement on intellectual property rights of others; failure to comply with applicable laws and regulations; and potential liabilities and costs from litigation, claims, legal or regulatory proceedings, inquiries or investigations. For additional information on these and other factors that could cause PepsiCo's actual results to materially differ from those set forth herein, please see PepsiCo's filings with the Securities and Exchange Commission, including its most recent annual report on Form 10-K and subsequent reports on
Forms 10-Q and 8-K. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. PepsiCo undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
Proxy Statement Summary
This summary highlights certain information contained in this Proxy Statement. You should read the entire Proxy Statement and 2024 Annual Report carefully before you vote.
Vision: Winning with pep+ (PepsiCo Positive)
Guiding PepsiCo is our vision to Be the Global Leader in Beverages and Convenient Foods by Winning with pep+.
pep+ is our strategic end-to-end transformation that puts sustainability and human capital at the center of how PepsiCo plans to create value and growth over the long-term. We are continuing to transform our business to drive positive change, working to implement a set of focused initiatives to help build a more sustainable food system.
For more information regarding our pep+ initiatives (including how we define certain terms), please refer to "Our Sustainable
Business Practices" beginning on page 42 and visitwww.pepsico.com/PepsiCoPositive.[1]
Matters to Be Voted on at Our 2025 Annual Meeting of Shareholders
Shareholders will be asked to vote on the following matters at the Annual Meeting of Shareholders:
Proxy Item
Board Recommendation
More Information Beginning on page
1
Election of 15 director nominees
FOR each director nominee
11
Ratification of appointment of KPMG LLP as our independent registered public accounting firmfor fiscal year 2025
2
FOR
47
3
Advisory approval of executive compensation
FOR
50
4-7
Shareholder proposals
AGAINST
87
[1]
The information on any website mentioned in this Proxy Statement is not, and shall not be deemed to be, a part of this Proxy Statement or incorporated herein or into any of our other filings with the Securities and Exchange Commission (the "SEC").
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.
Committee Membership Director Name
Primary Occupation
Since Age* Independent
Segun Agbaje
Group Chief Executive Officer, Guaranty Trust Holding Company Plc (GTCO Plc)
2020
60
%
Jennifer Bailey
Vice President, Internet Services, Apple Pay, Apple, Inc.
2023
62
%
Cesar Conde
Chairman, NBCUniversal News Group
2016
51
%
Ian Cook
Former Chairman, President and
(Presiding Director) Chief Executive Officer,
2008
72
%
Colgate-Palmolive Company
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
%
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
%
* Ages are as of March 28, 2025
= Committee Chair = Committee Member AC = Audit Committee
CC = Compensation Committee
E = Audit Committee Financial Expert
NCG = Nominating and Corporate Governance Committee SPP = Sustainability and Public Policy Committee
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.
Range of Tenures*Mix of Ages*Independent Oversight
* Tenure and age are as of March 28, 2025.
Backgrounds and Experiences
Public Company CEO
Financial Expertise/Financial
Community Consumer Products
6
898
Risk Management
23
Public Policy
Science/Medical/Research/Innovation
Technology/Data Analytics/ e-commerce/Digital Marketing/Cyber
Developing and Emerging Markets/
8
11
International Residence
7
7
2
2
2
3
2
2
For further information on these backgrounds and experiences, see page 21.
Diverse RepresentationGlobal Perspective
Executive Compensation At-a-Glance
2024 PepsiCo Performance Highlights
PepsiCo faced multiple challenges that led to certain business disruptions in 2024, including the ongoing inflationary pressure felt by consumers, continued geopolitical tensions, and the impact of the Quaker Foods North America ("QFNA") recall. Despite these challenges, we remained committed and focused on growth and creating value for shareholders. Highlights of our 2024 performance include:
Core Constant
Free Cash Flow Organic RevenuePerformance[2]
Currency Earnings
Excluding Certain
Per Share ("EPS") Total Shareholder Return ("TSR") Cash Returned toShareholders
Items[2]
Growth[2]
2.0%
9%
$8.7 Billion-7.6%
$8.2 Billion
Noteworthy accomplishments in 2024 that continued to foster sustainable shareholder value include:
ƒ Continued expanding our presence and scale across geographies by offering tailored assortments of products, flavors, and packages that make our global brands locally relevant
ƒ Achieved significant progress on our enterprise transformation journey, advancing several initiatives across cost transformation and digital transformation
ƒ Continued to strengthen the business, investing in and delivering on critical digital capabilities, modernizing our business for growth and efficiency, and progressing our pep+ transformation
ƒ Elevated and accelerated productivity initiatives across the organization to support disciplined commercial and advertising and marketing investment
We continued to deliver on our Faster, Stronger and Better aspirations to Be the Global Leader in Beverages and Convenient Foods by Winning with pep+.
FASTER
STRONGER
BETTER
Execution: Named number one supplier by our retail partners in Kantar's 2024 PoweRanking for the 9th consecutive year
Data Analytics: Embedded an end-to-end process in the business that analytically assesses and works to efficiently deliver what consumers value most
Digital Transformation: Reorganized our Strategy and Transformation function to build a future-fit, integrated, and simplified business unit-centric engagement model
Productivity: Delivered increased productivity to support reinvestment in top-line growth
pep+: Sustained pep+ progress in key areas (including emissions and virgin plastic reduction) and ensured each of our top markets delivered meaningful progress
Frontline: Transformed for growth and flexibility with a focus on frontline experience and turnover reduction through continuous investments in technology and digital infrastructure, relevant compensation and benefit offerings, and cross-training
The Principles of Our Executive Compensation Program
Our executive compensation program is designed to align the interests of PepsiCo's executive officers with those of our shareholders. The Compensation Committee oversees and evaluates the program against competitive practices, regulatory developments, and corporate governance trends.
The Compensation Committee has incorporated market-leading governance features into our programs that include stringent clawback policies, rigorous stock ownership requirements, and challenging targets for incentive awards set at the beginning of the performance period taking into consideration our business strategy, operating goals, and external financial guidance.
Our executive compensation program avoids shareholder-unfriendly features. For our executive officers, we do not have employment agreements or supplemental retirement plans, and we prohibit hedging or pledging of Company stock.
[2]
To evaluate performance in a manner consistent with how management evaluates our performance results and trends, the Compensation Committee applies certain Business Performance metrics that are not in accordance with U.S. Generally Accepted Accounting Principles ("GAAP") as compensation performance measures to both long-term and annual incentive awards. 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.
Disclaimer
PepsiCo Inc. published this content on March 28, 2025, and is solely responsible for the information contained herein. Distributed via , unedited and unaltered, on March 28, 2025 at 22:14 UTC.