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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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PepsiCo, Inc.

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

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NoticeTable of 2021Contents

Annual Meeting of
Shareholders and
Proxy Statement

Dear Fellow PepsiCo Shareholders:

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Creating More Smiles with

Every Sip and Every Bite^SM

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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 20212024 Annual Meeting of Shareholders on Wednesday, May 5, 20211, 2024 at 9:00 a.m. Eastern Daylight Time. In light of ongoing concern regarding COVID-19, we have planned for thisThis year’s event tocan be virtual-only. You can access the meetingaccessed at www.virtualshareholdermeeting.com/PEP2021.PEP2024.

We believe our strategy and our people allowed us to be resilient

At the outsetdelivered another year of 2020, few could have imagined what the year would have in store for our Company and our world. From a global pandemic that cost millions of lives and unleashed an economic catastrophe, to tragic examples of systemic racial inequality, to an escalating climate crisis, and even the passing of PepsiCo’s patriarch and first CEO, Donald M. Kendall, the past 12 months have been among the most challenging in recent memory.

Whilst the state of the world has evolved substantially over the past year, PepsiCo continues to be driven by the approach we call Winning with Purpose — our guide for achieving accelerated, sustainable growth.

Looking back on our progress, I am confident that this approach and our efforts to become a Faster, Stronger and Better company laid a solid foundation that enabled us to continue to perform through the significant challenges and wide-scale disruptions brought by 2020.

Last year, we delivered strong operational performance despitein a dynamic and complex operating environment

We are proud of what we achieved during another challenging year, marked by economic uncertainties, gaining or holding market share across manyinstability, geopolitical tensions and high levels of inflation. Despite these challenges, we exceeded most of our priorityperformance goals and delivered 5.9% and 9.5% reported and organic revenue growth, respectively, and 2% and 14% reported and core constant currency earnings per share (EPS) growth, respectively – our third consecutive year of delivering double-digit core constant currency EPS growth.

Our results and progress support our belief that we have the right strategic foundation in place by becoming a Faster, Stronger and Better company by Winning with pep+(PepsiCo Positive) – our strategic end-to-end business transformation agenda designed to drive long-term sustainable performance and value throughout our organization.

Winning with pep+ has served as a powerful strategic foundation and continues to guide our evolution as we look to perform to potential

Driven by Winning with pep+, PepsiCo made great strides in 2023 towards becoming an even Faster, even Stronger, and even Better company.

To become even Faster, we continued to be laser-focused on our market performance, including by:

■	Providing more Positive Choices for consumers, such as reducing sodium in some of our biggest brand products like Lay’s Classic and Doritos Nacho Cheese, and expanding zero sugar offerings across our beverage portfolio;

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

PepsiCo became even Stronger by continuing to advance and elevate our productivity initiatives, accelerate implementation of our digital strategy, and redefine key aspects of our people strategy. This included expanding the deployment of critical digital programs in more markets within both snacksto provide us with better data and beverages. Our diversified portfolio of large brands that consumers trust, agile supply chain, flexible go-to-market systems and incredibly dedicated associates were all critical contributors in an environment where consumer behaviors and customer demand rapidly evolved. For example, our teams, supply chain and go-to-market systems wereimprove the ways we are able to adapt and:and make business decisions, and re-envisioning Global Business Services – a program that helps reduce inefficiencies across the Company. We also continued to focus on investing in both our frontline and professional employees and creating an even better workplace with more opportunities for career advancement.

•	Meet the elevated at-home consumption demand needs for meals such as breakfast and dinner;
•	Drive innovation in our core brands, with a special focus on no sugar beverages and flavors that celebrate local food cultures;
•	Continue to drive SodaStream — a rapidly growing and profitable business — as a sustainable and personalized beverage system;
•	Pivot our resources to provide first-class service levels for our customers; and
•	Increase our presence and availability across packages and channels where consumers migrated, such as multipacks and e-commerce.

In addition, we returned a total of $7.5 billion in cashWe became even Better by continuing to shareholders through dividends and share repurchases and, earlier this year, announced a 5% increase in our annualized dividend per share, effective withput pep+ at the expected June 2021 dividend payment — our 49th consecutive annual dividend increase.

These outcomes underscore our commitment to creating smiles for our shareholders, whilst confirming the strength and resiliencecenter of our business and affirming that our strategy is the right one in good times and in bad.

I am very proud of what we have been able to achieve, whilst staying focused on the issues that matter to our society and planet. Most of all, I am extremely proud of how our associates have gone above and beyond to continue serving our customers, consumers and communities. I am honored to work with individuals who demonstrate this level of passion and commitment, regardless of the circumstances, to keep our Company moving forward.

We strived to drive positive change even during a challenging year

In 2020, it was more important than ever for our Company to stay focused on delivering sustainable performance and driving positive change, not only for our shareholders, but also for our associates and communities, consumers, customers, and the planet.

prioritizing decisions around its three core pillars, including by:

•■	Protecting Our Associates and Communities: We created safe working environments through social distancing and distribution of personal protective equipment (PPE), especially for our frontline associates, and donated PPEPositive Agriculture

–	Forming a transformational collaboration with Walmart to fellow frontline workers around the world. We expanded benefits for associates who became sick or had to care for a sick family member, and The PepsiCo Foundation investedspread regenerative agriculture practices across more than $602 million acres of farmland in the U.S. and provided over 145 million meals to families impacted by COVID-19.Canada;
•–	Striving for Racial Equality: In 2020, we launchedCommitting to a multi-year investment in strategic partnership agreements with three of the most well-respected U.S. farmer-facing organizations – Practical Farmers of Iowa, the Soil and Water Outcomes Fund, and the IL Corn Growers Association – to drive adoption of regenerative agriculture practices across the United States;
–	Announcing the third year of our Positive Agriculture Outcomes accelerator with investments in new projects across nine countries, offering co-investment to farming communities and projects to support farmer livelihoods, help scale sustainable innovation, and accelerate regenerative agriculture;

■	Positive Value Chain

–	31 markets now have at least one product packaged with 100% recycled PET;
–	Continuing to scale new business models that require little or no single-use packaging, such as SodaStream, already sold in more than $570 million Racial Equality Journey,40 countries, and through Gatorade and Propel enhancers, tablets and powders;
–	Opening an effortindustry-leading Greenhouse Learning Center for the Frito-Lay and Quaker R&D teams to break down systemic barriers to opportunity. We’re starting with a setstudy compostable packaging, aimed at speeding up the rate of initiatives in the United States focused on increasing Black and Hispanic representation at PepsiCo, supporting Black- and Hispanic-owned businesses, and lifting up Black and Hispanic communities over the next five years. Going forward, we will aim to bring this same commitment to racial equality to other markets around the world. To build greater trust and accountability regarding our progress, we also published on our website a global workforce demographics data report and our 2019 U.S. Consolidated EEO-1 Report, which will be submitted to the U.S. Equal Employment Opportunity Commission.

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innovation for packaging solutions;

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

•■	Helping to BuildPositive Choices

–

Announcing a More Sustainable Food System: We continued to integrate purpose into our business strategy and brands, delivering positive outcomesnew sodium reduction goal, aiming for people and the environment, whilst enabling us to be a faster-growing and more resilient company. This included continued efforts to advance more sustainable and resilient agriculture, lower greenhouse gas emissions, curb packaging waste and create a circular economy for plastics, use water more efficiently and reduce added sugars, sodium and saturated fat in manyat least 75% of our products. During 2020, we released a Green Bond Report, which provides an update on the 2019 allocation of net proceeds from our first-ever Green Bondglobal convenient foods portfolio volume to meet or be below category sodium targets by 2030; and the environmental impact of the funded projects.

–

We also recently announced two ambitiousRolling out a new sustainability goals: 1) We willdiverse ingredient goal with the aim to cut absolute greenhouse gas emissions across our value chainof delivering 145 billion portions of diverse ingredients in global convenient foods annually by more than 40% by 2030 — more than doubling our science-based climate objective. Our target is to achieve net-zero emissions across our global operations by 2040, a full decade earlier than called for in the Paris Agreement. 2) We will strive to use 100% rPET for our key Pepsi brands in nine EU markets by 2022. We estimate that this will eliminate over 70,000 tons of virgin, fossil-fuel based plastic per year, moving us closer to our goal of a world where plastic never becomes waste and lowering carbon emissions per bottle by approximately 40%.2030.

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 the area of strategy development and risk oversight and offers insights into the most important issues facing the Company. In particular, a numberThroughout yet another year of our Board members have scienceuncertainty and public policy expertise that has informed PepsiCo’s response to COVID-19 and racial equality issues. Throughout 2020,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 throughout this extraordinary time.

The core of resilience is good governance. We believe that to deliver long-term value, sustainability must be woven into all aspects of our business strategy and brands and overseen at the Board level. That is why in 2017 we established a Public Policy and Sustainability Committee to assist the Board in providing more focused oversight over sustainability and public policy matters. In 2020, we amended the Committee’s charter to reflect its ongoing oversight over diversity and inclusion matters and changed the Committee’s name to the Sustainability, Diversity and Public Policy Committee in order to highlight these oversight responsibilities.

We value the diversity of thought, experience and background in our Boardroom

As our Company’s long-term strategy evolves, so do the skills, qualifications, attributes and experiences that the Board seeks in its director nominees. We are proud of the ongoing evolution of our Board and its track record on refreshment. We believe our director nominees bring diverse opinions and perspectives and a well-rounded range of attributes, viewpoints and experiences that are reflective of our global businesses.

Your feedback is important to us

We elected Michelle Gass in 2019 and Segun Agbaje and Dave Lewis in 2020, further bolstering the Board’s understanding of the complex business environment in Sub-Saharan Africa and providing valuable perspectives on the consumer retail environment and sustainability initiatives.

One of our directors, Richard W. Fisher, is not standing for re-election to the Board and will retire from the Board as of the 2021 Annual Meeting. We thank Richard for his many years of service and are grateful for his valuable contributions to our Company.

Looking ahead

We know that the recovery of our society and our economies will take time, but PepsiCo is committed to playing our part. We will continue to concentrate on the values and behaviors that served us so well during the past year, and I believe we will ultimately emerge from this pandemic even Faster, Stronger and Better than we were before, growing our business long into the future.

We value your views

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 on all aspects of our business.stakeholders. These important external viewpoints help inform our decisions and our strategy, including Winning with Purpose.strategy. Through ongoing dialogue, we hope to continue broadening our perspective and strengthening our corporate governance framework. Doing so willWe 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.

Looking ahead

The external landscape will evolve in upcoming years, and we must adapt to seize the new opportunities that arise. In 2024, we will focus on providing consumer-centric products that offer compelling value while also elevating our focus on productivity, so we can continue to invest in critical capabilities and advance our pep+ agenda. I am confident we can perform to our full potential and deliver sustainable, long-term results for our shareholders, our consumers, our customers, and our communities.

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. Please continue to stay healthy and safe.

Sincerely,

Sincerely,

Ramon L. Laguarta

Chairman of the Board of Directors and

Chief Executive Officer

March 24, 202122, 2024

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700 Anderson Hill Road
Purchase, New York 10577

2	PEPSICO 2021 PROXY STATEMENTNotice of 2024 Annual Meeting of Shareholders

Notice of 2021 Annual Meeting of Shareholders

Date and Time

Wednesday, May 5, 2021
1, 2024
9:00 a.m. Eastern Daylight Time

Place

Place^*www.virtualshareholdermeeting.com/PEP2024.

This year’s meeting will be a virtual shareholder meeting at www.virtualshareholdermeeting.com/PEP2021.

Items to be Voted On

1	Elect as directors the 1315 nominees named in the attached Proxy Statement.
2	Ratify the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2021.2024.
3	Provide advisory approval of executive compensation.
4-64	Approve the amended and restated PepsiCo, Inc. Long-Term Incentive Plan.
5-12	Act upon threeeight shareholder proposals described in the attached Proxy Statement, if properly presented.

Record Date

Holders of record of our Common Stock as of the close of business on March 1, 20212024 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 24, 202122, 2024

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

	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 Visit www.proxyvote.com.www.proxyvote.com		.
		By Telephone Call the phone number located on your proxy card or voting instruction form.		You will need the 16-digit number included in your proxy card, voting instruction form or notice
		By Mail Complete, sign, date and return your proxy card or voting instruction form in the envelope provided.
				At the Meeting Attend the Annual Meeting virtually. See page 93119 for additional details on how to vote during the meeting.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on May 5, 2021.1, 2024.

Our Notice of Annual Meeting, Proxy Statement and Annual Report for the fiscal year ended December 26, 202030, 2023 (“2023 Annual Report”) are available at www.pepsico.com/proxy21proxy24.

We are making the Proxy Statement and the form of proxy first available on or about March 24, 2021.22, 2024.

PEPSICO 2024 Proxy Statement | 3

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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: the impact of COVID-19;risks associated with the deadly conflict in Ukraine; 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 and diverse 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;chain, including continued increased commodity, packaging, transportation, labor and other input costs; political, social or socialgeopolitical 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;disruptions to our information systems; failure to successfully complete or manage strategic transactions; PepsiCo’s reliance on third-party service providers;providers and enterprise-wide systems; climate change or measures to address climate change;change and other sustainability matters; strikes or work stoppages; failure to realize benefits from PepsiCo’s productivity initiatives; deterioration in estimates and underlying assumptions regarding future performance of our business or investments that can result in an impairment charge;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 of PepsiCo’s products;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.

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Proxy Statement Summary

This summary highlights certain informationcontained in this Proxy Statement. You should read the entire Proxy Statement and 20202023 Annual Report carefully before you vote.

Vision: Winning with pep+ (PepsiCo Positive)

Guiding PepsiCo Strategyis our vision to Be the Global Leader in Beverages and Vision

Convenient Foods by Winning with pep+. pep+ is our strategic end-to-end transformation with sustainability and human capital at the center of how PepsiCo plans to create growth and shared value over the long-term. We are driven by an approach we call Winning with Purpose, which is designedcontinuing to help us meettransform our business to drive positive change, working to deliver progress against our goals under each of the needs of our shareholders, customers, consumers and communities, while caring for our planet and inspiring our associates. This approach proved prescient and powerful in 2020 as we delivered strong operating performance during a challenging year while focusing on the issues that matter most to our society and the planet.

pep+ pillars.

MISSION
		CreatePositive Agriculture Work to source our crops and ingredients in ways that help restore the earth and strengthen farming communities		Positive Value Chain Make products in a way that helps build a circular and inclusive value chain		Positive Choices Inspire people through our brands to make choices that create more smiles with every sipfor them and every bitethe planet
	VISION	Sustainable Sourcing; Regenerative Practices; Improved Livelihoods		Net Zero Emissions; Net Water Positive; Sustainable Packaging; Meaningful Growth Opportunities; Diversity, Equity and Inclusion	Be the global leader in convenient foods and beverages by winning with purpose
THE PEPSICO WAY		FASTER Winning in the marketplace, being more consumer-centric and accelerating investment for top-line growth		STRONGER Transforming our capabilities, cost and culture by operating as one PepsiCo, leveraging technology, winning locally and globally enabled		BETTER Integrating purpose into our business strategy and doing even more for the planet and our people
		Expanded Offerings; Planet + People Brands

For more information regarding our pep+ initiatives (including how we define certain terms), please visit
www.pepsico.com/PepsiCoPositive.^[1]

Matters to Be Voted on at Our 20212024 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 13 director nominees		FOR each director nominee	11
2	Ratification of appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2021		FOR	41
3	Advisory approval of executive compensation		FOR	44
4-6	Shareholder proposals		AGAINST	84

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	Proxy Item			Board Recommendation			More Information
							Beginning on page
	1	Election of 15 director nominees			FOR each director nominee		11
	2	Ratification of appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2024			FOR		46
	3	Advisory approval of executive compensation			FOR		49
	4	Approval of the amended and restated PepsiCo, Inc. Long-Term Incentive Plan			FOR		86
	5-12	Shareholder proposals			AGAINST		94

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Proxy Statement Summary

Director Nominees

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

		Director			Committee Membership
Name	Primary Occupation	Since	Age*	Independent	AC	CC	NCG	SDPP
Segun Agbaje	Managing Director and Chief Executive Officer, Guaranty Trust Bank plc	2020	56		E
Shona L. Brown	Independent Advisor; Former Senior Advisor, Google Inc.	2009	55					l
Cesar Conde	Chairman, NBCUniversal News Group	2016	47		l
Ian Cook (Presiding Director)	Former Chairman, President and Chief Executive Officer, Colgate-Palmolive Company	2008	68				l
Dina Dublon	Former Executive Vice President and Chief Financial Officer, JPMorgan Chase & Co.	2005	67			l
Michelle Gass	Chief Executive Officer, Kohl’s Corporation	2019	53		E
Ramon L. Laguarta	Chairman of the Board and Chief Executive Officer, PepsiCo	2018	57
Sir Dave Lewis	Former Group Chief Executive Officer, Tesco PLC	2020	56		E
David C. Page, MD	Professor, Massachusetts Institute of Technology; Former Director and President, Whitehead Institute for Biomedical Research	2014	64			l		l
Robert C. Pohlad	President of various family-owned entities; Former Chairman and Chief Executive Officer, PepsiAmericas, Inc.	2015	66				l
Daniel Vasella, MD	Former Chairman and Chief Executive Officer, Novartis AG	2002	67			l
Darren Walker	President, Ford Foundation	2016	61				l	l
Alberto Weisser	Former Chairman and Chief Executive Officer, Bunge Limited	2011	65		E

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

*	Ages are as of March 24, 2021.22, 2024	=		= Committee Chair	AC =	AC	= Audit Committee
				E = Committee Member		CC	= Compensation Committee
			E	= Audit Committee Financial Expert	CC =	NCG	Compensation Committee
			NCG =	Nominating and Corporate Governance Committee
						SDPP		SDPP =	Sustainability, Diversity and Public Policy Committee

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6	PEPSICO 2021 PROXY STATEMENT

Proxy Statement Summary

Director Nominee Highlights

Director succession planning is a robust, ongoing process at PepsiCo. Our Board regularly evaluates desired attributes in light of the Company’s strategy and evolving needs. We believe our 1315 director nominees bring a diverse and well-rounded range of attributes, viewpoints and experiences, and represent an effective mix of deep company knowledge and fresh perspectives.

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

Range of Tenures*

Mix of Ages*

Independent Oversight

Average Tenure: 7.27.9 Years

Average Age: 60.2 69.2%62.4 60% are 65 or younger

12 14 of 13 15 independent director nominees All 4 Board Committees are independent

* Tenure and age are as of March 24, 2021.

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

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

For further information on these attributes and experiences, see page 20.21.

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Proxy Statement Summary

Executive Compensation At-a-Glance

20202023 PepsiCo Performance Highlights

PepsiCo delivered solid operatingexceeded most of its performance goals in 20202023 despite the ongoing challenging macroeconomic challengesenvironment and economic uncertainty associated with the COVID-19 pandemic. To incentivize executive officers to deliver sustainable long-term value to shareholders, compensation is measured against key metrics which are critical for the execution of the Company’s strategy.inflationary pressures. We continued our progress on accelerating growth, while improving our revenue management capabilities. Highlights of our 20202023 performance include:

Organic Revenue Growth[2]

Core Constant Currency Earnings Per Share (“EPS”) Growth[2]

Free Cash Flow Excluding Certain Items[2]

Total Shareholder Return (“TSR”)

Cash Returned to Shareholders

9.5%

14%

$9.1 Billion

-3.3%

$7.7 Billion

Organic Revenue Growth[1]

Core Constant Currency Earnings Per Share (”EPS”) Growth[1]

Free Cash Flow Excluding Certain Items[1]

Total Shareholder Return (”TSR”)

Cash Returned to Shareholders

4.3%

2%

$7.0 Billion

11.7%

$7.5 Billion

Noteworthy accomplishments in 2020 which continue to create2023 that foster sustainable shareholder value over the long-term include the following:

include:

•■	Gained meaningful market share inSignificant progress towards initiatives related to pep+, our strategic end-to-end transformation agenda with sustainability and human capital at the macro-snackcenter of how we plan to create growth and savory categories within Frito-Lay North America (“FLNA”)shared value over the long-term
•■	Improved market share trends globally withinContinued investments in digital capabilities to strengthen all areas of the Liquid Refreshment Beverages (“LRB”) category; in particular for the total juices and juice drinks, ready-to-drink tea and coffee, and sparkling water categories in North Americabusiness
•■	Delivered approximately $1.8 billionBroadening of global productivity savings in 2020holistic cost management initiatives to strengthendrive greater supply chain and distribution efficiencies, identify key areas for improvement throughout our beverage, foodvalue chain, and snack businessesaccelerate our Global Business Services model to further reduce general and administrative expenses

We continued to deliver on our Faster, Stronger and Betteraspirations to Be the Global Leader in Beverages and Convenient Foods and Beverages by Winning with Purposepep+, as well as took actions to keep our associates safe, support our communities and meet our consumers’ and customers’ needs during the COVID-19 pandemic.

.

FASTER		STRONGER		BETTER
Execution: RecognizedRemained consumer-centric by focusing on driving our iconic brands, accelerating portfolio transformation, delivering results through our geographic growth model, and achieving strong performance in high-growth channels Data Analytics: Leveraged analytics and data-driven capabilities to enable faster decision making, optimize our go-to-market distribution, and improve in-store execution		Digital Transformation: Accelerated our digital strategy by expanding the Gartner Supply Chain Top 25 listdeployment of critical digital solutions to enable growth and productivity Productivity: Implemented robust initiatives that helped unlock efficiencies and provided funding for sustained supply chain excellencekey investments in our businesses to further support margin expansion		pep+: Achieved significant progress across all three pep+ pillars, including expanding regenerative agriculture, creating a circular water system, reducing added sugar, and solid best practices. Brand Building: Stepped upinvesting in our level of advertising and marketing supportcommunities Frontline: Focused on our human-centric employee value proposition for our brands to 7% of Net Revenuefrontline which included learning solutions for career advancement and investments in 2020 and delivered innovative products representing 8% of Net Revenue in 2020.		Productivity: Continued to roll out our Global Business Services platform to support operations, enabling us to reinvest in our brands. Digitalization: Launched two direct-to-consumer websites where shoppers may order PepsiCo’s food and beverage products.		Sustainability: Improved operational water-use efficiency by 15% in high water-risk areas since 2015, achieving progress towards our goal of 25%. People: Provided paid leave for up to 12 weeks to our associates impacted by COVID-19 and additional compensation to more than 90,000 frontline associates in North America. work schedule flexibility

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 a stringent clawback policy,policies, rigorous stock ownership requirements, and challenging targets for incentive awards tied to certain financial goals typically communicated to shareholdersset at the beginning of the year.performance period taking into consideration our business strategy, operating goals, and external guidance.
	Our executive compensation program avoids shareholder-unfriendly features. For our executive officers, we do not have employment agreements or supplemental retirement plans, and we prohibit hedging or pledging of Company stock.

_____________________

[1]2]

To evaluate performance in a manner consistent with how management evaluates our operatingperformance 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 42-4646-51 and 4953 of PepsiCo’s 20202023 Annual Report on Form 10-K for the fiscal year ended December 26, 202030, 2023 for a more detailed description of the items excluded from these measures.

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8	PEPSICO 2021 PROXY STATEMENT

2020Proxy Statement Summary

2023 Target Pay Mix for Named Executive Officers

To align pay levels for Named Executive Officers (“NEOs”) with the Company’s performance, our pay mix places the greatest emphasis on performance-based incentives.

CHAIRMAN AND CEO TARGET PAY MIX	NEO AVERAGE TARGET PAY MIX (EXCLUDING CHAIRMAN AND CEO)
Performance-Based Compensation 91%92%	Performance-Based Compensation 85%87%

Compensation Highlights

Reflecting our pay-for-performance compensation philosophy the strongand based on performance summarized above and presented in detail below, our sustained results delivered to shareholders in spite of the COVID-19 pandemic translated into above-target payouts of annual incentive awards, Performance Stock Units, and Long-Term Cash awards. Due to increased investments in our businesses, long-term incentive award payments were around or below target.

Annual Incentive		1-year performance period		20202023 Annual Incentive Overall, PepsiCo achieved strong operating performance for the year.		Payout (% of target)
		118%167%	Average for all NEOs

Long-Term Incentives
Long-Term Incentives		3-year performance period

Performance Stock Units (“PSU”)			Long-Term Cash (“LTC”) Awards
3-Yr Average of Annual Core Constant Currency EPS Growth[3]			3-Yr Relative TSR Percentile vs. Proxy Peer Group
3-Yr Average of Annual Organic Revenue Growth[3]
Payout (% of target)		200%	Payout (% of target)	148%

Performance Stock Units			Long-Term Cash Awards
3-Yr Average Core Constant Currency EPS Growth[2]			3-Yr Relative TSR Percentile vs. Proxy Peer Group
3-Yr Core Net Return on Invested Capital (“ROIC”) Improvement[3]
Payout (% of target)		52.6%	Payout (% of target)	110%

_____________________

[2]3]

For further information on PepsiCo’s three-year average Core Constant Currency EPS Growth and Organic Revenue Growth compensation performance measure,measures, which is aare non-GAAP financial measure,measures, please refer to Appendix A to this Proxy Statement.

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Upon the recommendation of the Nominating and Corporate Governance Committee, our Board of Directors has nominated the 15 persons identified on the following pages for election at the 2024 Annual Meeting. If elected, the nominees will hold office as directors from election until the next Annual Meeting of Shareholders and until their successors are elected and qualified or until their death, resignation or removal. All of the nominees are currently PepsiCo directors who were elected by shareholders at the 2023 Annual Meeting.

Our Board has a comprehensive, ongoing director succession planning process designed to provide for a highly independent, well-qualified Board, with the diversity, experience and background to be effective and to provide strong oversight. Our Board regularly evaluates the needs of the Company and adds new attributes, viewpoints and experiences to the Board as necessary to best position the Company to navigate through a constantly changing global landscape.

Our Nominating and Corporate Governance Committee and our Board have determined that the director nominees possess a diverse and balanced mix of attributes, viewpoints and experiences to effectively oversee PepsiCo’s long-term business strategy. Biographical information about each nominee, as well as highlights of certain notable skills, qualifications, attributes and experiences that contributed to the nominee’s selection for election at our 2024 Annual Meeting, are included on the following pages.

Our Nominating and Corporate Governance Committee and our Board are keenly focused on ensuring that a wide range of backgrounds, attributes, viewpoints and experiences are represented on our Board. The chart below summarizes certain notable attributes and experiences of each director nominee and highlights the diverse and balanced mix of attributes and experiences of the Board as a whole. These are the same attributes that the Board considers as part of its ongoing director succession planning process and align with the needs of PepsiCo’s long-term business strategy. This high-level summary is not intended to be an exhaustive list of each director nominee’s contributions to the Board.

Attributes/Experiences

Agbaje

Bailey

Conde

Cook

Cooper

Diamond

Dublon

Gass

Laguarta

Lewis

Page

Pohlad

Vasella

Walker

Weisser

Public Company CEO

Financial Expertise/Financial Community

Consumer Products

Risk Management

Public Policy

Science/Medical/Research/Innovation

Technology/Data Analytics/e-commerce/Digital Marketing/Cyber

Diversity

Developing and Emerging Markets/International Residence

Demographic Background

African American or Black

Hispanic or Latinx

White

Two or More Races or Ethnicities

Gender

Female

Male

Our Nasdaq Board Diversity Matrix is posted on our website at www.pepsico.com/our-impact/esg-topics-a-z/employee-demographics#nasdaq-matrix.

Diverse Board Representation

Range of Tenures*

Mix of Ages*

Average Tenure: 7.9 Years

Average Age: 62.4 60% are 65 or younger

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Additionally, all directors are expected to possess personal traits such as candor, integrity and professionalism and must be able to commit significant time to the Company’s oversight. For additional information on the Board selection process, including the Board’s consideration of diversity, see “Board Composition and Refreshment” on pages 20-23 of this Proxy Statement.

Although our Board does not anticipate that any of the nominees will be unable to stand for election as a director at our Annual Meeting, if this occurs, proxies will be voted in favor of such other person or persons as may be designated by our Nominating and Corporate Governance Committee and our Board.

Director Election Requirements and Majority-Vote Policy

All members of the Board are elected annually by our shareholders by a majority of the votes cast in an uncontested election (i.e., an election where the number of nominees is not greater than the number of directors to be elected), meaning that the number of votes cast “for” a director must exceed the number of votes cast “against” that director in order to elect the director to the Board. In a contested election, where the number of director nominees exceeds the number of directors to be elected, directors would be elected by a plurality vote.

Under our Director Resignation Policy set forth in our Corporate Governance Guidelines, if a director nominee in an uncontested election who is an incumbent director receives more votes “against” than votes “for” election, he or she must offer to resign from the Board. The Nominating and Corporate Governance Committee will make a recommendation to the Board on the resignation offer. Within 90 days following certification of the shareholder vote, the independent directors will determine whether to accept the director’s resignation, considering the best interests of the Company and its shareholders, including but not limited to: (i) the level of shareholder support the director has received in prior elections, (ii) any stated reasons why shareholders voted against such director, (iii) any alternatives for curing the underlying cause of the “against” votes, (iv) the director’s tenure and qualifications; (v) the director’s past and expected future contributions to the company; and (vi) the overall composition of the Board. To be responsive to the theoretical concern raised in a shareholder proposal received this year about directors failing to receive majority support for multiple years, the Board amended the Corporate Governance Guidelines earlier in 2024 to explicitly state that the Board will consider the level of shareholder support the director has received in prior elections.

The Company will promptly publicly disclose such determination. A director who offers to resign pursuant to this Policy may not be present during the deliberations or voting by the Nominating and Corporate Governance Committee or the Board as to whether to accept the resignation offer.

Director Nominees

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

Segun Agbaje Director Since: 2020 Age: 59	Independent Committee Memberships: ■Audit
Segun Agbaje has served since 2021 as Group Chief Executive Officer of Guaranty Trust Holding Company Plc (GTCO Plc), a Nigerian multinational financial institution. He previously served as Managing Director and Chief Executive Officer of Guaranty Trust Bank plc from 2011 to 2021. Mr. Agbaje joined Guaranty Trust Bank as a pioneer staff member in 1991 and held positions of increasing responsibility, including as Executive Director from 2000 to 2002, Deputy Managing Director from 2002 to 2011 and as Acting Managing Director in 2011. Prior to joining Guaranty Trust Bank, Mr. Agbaje served as an auditor at Ernst & Young LLP from 1988 to 1990. Mr. Agbaje currently serves on the boards of Guaranty Trust Bank (UK) Limited, Guaranty Trust Bank (Rwanda) Limited, and Guaranty Trust Bank (Tanzania) Limited. He is also a director on the MasterCard Advisory Board (the Middle East and Africa). In calculating this compensation performance measure, PepsiCo’s 2018 Core Constant Currency EPS Growth2024, Mr. Agbaje was adjustedappointed 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 exclude certain gains associated withour Board of Directors deep knowledge of financial and banking matters and financial expertise gained from his over 30 years of experience in the salefinancial services industry. He also contributes a valuable understanding of assetscomplex businesses and insurance claimsfast-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 settlement recoveries,experience of embracing and PepsiCo’s 2020 Core Constant Currency EPS Growthscaling new technologies and critical capabilities are valuable as PepsiCo continues to invest in opportunities that create shareholder value.

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Jennifer Bailey Director Since: 2023 Age: 61	Independent Committee Memberships: ■Audit
Jennifer Bailey has served as Vice President, Internet Services, Apple Pay at Apple Inc., an American multinational technology company, since 2014. Ms. Bailey oversaw the launches of: Apple Pay, Apple’s transformative category of mobile payments services which is available in more than 70 countries; Apple Wallet, which now enables millions of customers to securely store and access transit cards, loyalty cards, contactless tickets and more on their iPhones or Apple Watch; and Apple Card, which was adjusteddesigned to exclude certain charges takenhelp customers lead healthier financial lives through a digital-first, no fee, credit card. She leads global teams across Apple’s payment and commerce services, including Apple Pay, Apple Wallet, Apple Card, Apple Cash, Tap to Pay on iPhone, and Apple Gift Cards, and oversees the expansion of such services. Ms. Bailey previously served as Vice President, WW Online Stores at Apple from 2003 to 2014. Prior to Apple, Ms. Bailey was Senior Vice President, Online Services and Operations at myCFO, a financial services firm, from 1999 to 2001. She also served as Senior Vice President, Netcenter at Netscape Communications Inc. from 1995 to 1999. Ms. Bailey currently serves on the board of governors for the American Red Cross. Other Public Company Directorships: ■Current: None ■Previous (During Past 5 Years): None	Skills and Qualifications Ms. Bailey brings to our Board of Directors extensive knowledge of the information technology field, including digital and payments expertise, and consumer marketing gained from her over 20 years of experience leading various functions at Apple Inc. PepsiCo benefits from Ms. Bailey’s experience and deep interest in contributing to environmental, social, and governance initiatives for Apple and significant business and technological innovation expertise that helps the Company successfully navigate the rapidly changing digital landscape. In addition, Ms. Bailey possesses a strong international management and consumer business background, as well as board oversight experience as a result of COVID-19,her role as a director at one of the largest, U.S.-based non-profit organizations.

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

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

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

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

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

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

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

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

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

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Election of Directors (Proxy Item No. 1)

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

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

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Election of Directors (Proxy Item No. 1)

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

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

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

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

Comprehensive, Ongoing Process for Board Succession Planning and Selection and Nomination of Directors

The Board regularly evaluates its composition, assessing individual director’s skills, qualifications, attributes and experiences to ensure the overall Board composition is aligned with the needs of PepsiCo’s long-term business strategy. Each year, the Board assesses the directors to be nominated at the annual meeting. The Board reviews potential director vacancies in light of its ongoing evaluation and regularly reviews potential candidates at Board meetings. The Nominating and Corporate Governance Committee assists this process by considering prospective candidates and identifying appropriate individuals for the Board’s further consideration. From time to time, the Nominating and Corporate Governance Committee engages independent third-party consulting firms to help identify, evaluate and conduct due diligence on potential director candidates who meet the current needs of the Board.

The Nominating and Corporate Governance Committee also assists the Board in considering succession planning for Board positions such as the Presiding Director and Chairs of the Committees.

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Board Composition and Refreshment

Directors’ Attributes and Experiences

The Board looks for its current and potential directors to have a broad range of attributes, viewpoints and experiences that can be leveraged in order to benefit PepsiCo and its shareholders and align with the evolving needs of PepsiCo’s long-term business strategy. Currently, the Board is particularly interested in maintaining a mix of attributes and experiences that include the following:

Attributes of Individual Nominees

All directors are also expected to possess certain personal traits and, in fulfilling its responsibility to identify qualified candidates for membership on the Board, the Nominating and Corporate Governance Committee considers the following attributes of candidates:

In addition, the Nominating and Corporate Governance Committee regularly considers each incumbent director’s length of service on the Board and contributions, as well as the overall mix of tenures on the Board and the average tenure of all independent directors, in connection with determining whether an incumbent director should be renominated.

Consideration of Board Diversity

The Nominating and Corporate Governance Committee and the Board are keenly focused on ensuring that a wide range of backgrounds and experience are represented on our Board. 60% of our director nominees are women and/or racially/ethnically diverse individuals.

Throughout the director selection and nomination process, the Nominating and Corporate Governance Committee and the Board seek to achieve diversity within the Board with a broad array of viewpoints and perspectives that are representative of our global business. The Nominating and Corporate Governance Committee adheres to the Company’s philosophy of maintaining an environment free from discrimination on the basis of race, color, religion, sex, sexual orientation, gender identity, age, national origin, disability, veteran status or any other protected category under applicable law. This process is designed to provide that the Board includes members with diverse backgrounds, perspectives and experience, including appropriate financial and other expertise relevant to the business of the Company.

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Board Composition and Refreshment

While not a formal policy, PepsiCo’s director nomination processes call for the consideration of a range of types of diversity, including race, gender, ethnicity, culture, nationality and geography. In fact, diversity is one of the enumerated criteria that the Board has identified as critical in maintaining among its current and potential directors. Accordingly, the Nominating and Corporate Governance Committee is committed to actively seeking out highly qualified women and minority candidates, as well as candidates with diverse backgrounds, skills and experience, to include in the pool from which Board nominees are chosen. The Board also annually assesses the diversity of its members as part of its assessment process.

Director Orientation and Continuing Education

We have a comprehensive orientation program for all new directors with respect to their role as directors and as members of the particular Board committees on which they will serve. This orientation program includes one-on-one meetings with senior management, visits to PepsiCo’s operations and extensive written materials to familiarize new directors with PepsiCo’s business, financial performance, strategic plans, executive compensation program, corporate governance policies and practices and sustainability agenda and initiatives. Additional training is also provided when a director assumes a leadership role, such as becoming a Committee Chair.

We also offer continuing education programs to assist directors in enhancing their skills and knowledge to better perform their duties and to recognize, and deal appropriately with, issues that may arise. These programs may be part of regular Board and Committee meetings or provided by qualified third parties on various topics. In addition, the Company pays for all reasonable expenses for any director who wishes to attend an external director continuing education program.

Board and Committee Assessments

Our Board continually seeks to improve its performance. A formal evaluation is conducted on an annual basis, and directors share perspectives, feedback and suggestions year-round, both during and outside of Board and Committee meetings. Pursuant to PepsiCo’s Corporate Governance Guidelines and the Charters of each of the Board’s Committees, the Board and each of its Committees conduct an evaluation at least annually.

Our processes enable directors to provide anonymous and confidential feedback on topics including:

To promote effectiveness of the Board and each Committee, the results of the assessment are reviewed, and addressed by the Nominating and Corporate Governance Committee, the members of each Committee and the independent directors both alone in an executive session led by the independent Presiding Director and with members of management.

In 2023, in addition to the written Board and Committee evaluations, we conducted individual director assessments facilitated by a third party.

This process of actively engaging in thoughtful discussions, including on topics ranging from Board and Committee composition to overall performance of Board members, has had a meaningful impact on Board refreshment and succession planning. As a testament to the effectiveness of this assessment process, six of the director nominees joined the Board since the beginning of 2019, including four female directors. This refreshment demonstrates the Board’s focus on maintaining an appropriate balance of attributes, viewpoints and experiences that align with the evolving needs of PepsiCo’s long-term business strategy.

The Nominating and Corporate Governance Committee annually reviews the format of the evaluation process. As a result of the evaluation process, which helps identify opportunities to continue to improve the performance of the Board and the Committees, the Board and Committees continue to enhance practices and procedures as appropriate. The Board also reviews the Nominating and Corporate Governance Committee’s periodic recommendations concerning the performance of the Board, each of its Committees and the Presiding Director.

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Board Composition and Refreshment

Shareholder Recommendations and Nominations of Director Candidates

The Nominating and Corporate Governance Committee will consider recommendations for director nominees made by shareholders and evaluate them using the same criteria as for other candidates. Recommendations received from shareholders are reviewed by the Chair of the Nominating and Corporate Governance Committee to determine whether each candidate meets the minimum criteria set forth in the Corporate Governance Guidelines, and if so, whether the candidate’s expertise and particular set of skills and background fit the current needs of the Board. Any shareholder recommendation must be sent to the Corporate Secretary of PepsiCo at 700 Anderson Hill Road, Purchase, New York 10577, and must include detailed background information regarding the suggested candidate that demonstrates how the individual meets the Board membership criteria.

Our By-Laws permit proxy access for shareholders. Shareholders who wish to nominate directors for inclusion in our Proxy Statement or directly at an Annual Meeting in accordance with the procedures in our By-Laws and Rule 14a-19 under the Exchange Act should see “2025 Shareholder Proposals and Director Nominations” on page 123 of this Proxy Statement for further information.

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Our Governance Philosophy

Strong corporate governance and a steadfast commitment to doing business the right way are and have been longstanding priorities at PepsiCo. Our strong tone at the top begins with our Board of Directors, which has demonstrated its focus on advancing openness, honesty, fairness and integrity in the Boardroom and across the Company through such actions as:

Key Corporate Governance Documents. The following key corporate documents are available at www.pepsico.com under “Who We Are”—“Corporate Governance” and are also available in print upon written request to the Corporate Secretary of PepsiCo at 700 Anderson Hill Road, Purchase, New York 10577: Corporate Governance Guidelines; the Global Code of Conduct; and the Charters of our Audit, Compensation, Nominating and Corporate Governance, and Sustainability, Diversity and Public Policy Committees of the Board.

Our Global Code of Conduct

This commitment is evidenced in part by our robust Global Code of Conduct, which is designed to provide our directors and employees with guidance on how to act legally and ethically while performing work for PepsiCo. PepsiCo works hard to communicate its values clearly and regularly throughout its operations, including by conducting an annual Global Code of Conduct training program for employees. Annually, all of PepsiCo’s directors and executives, including all of our executive officers, certify their compliance with our Global Code of Conduct. Through these efforts, we are focused on developing a culture of empowering people across the Company to act with responsibility and to build trust by embracing the principles of our Global Code of Conduct and our core values: respect in the workplace; trust in the marketplace; fairness in our business relationships, honesty in business conduct; and purpose in our world.

Prohibition on Hedging and Pledging. To further align the interests of PepsiCo’s directors, officers and employees with those of our shareholders, under PepsiCo’s Global Code of Conduct and Insider Trading Policy, the Company prohibits all directors, officers and employees from engaging in activities that are designed to hedge or offset any decrease in the market value of PepsiCo stock (including purchasing financial instruments such as prepaid variable forward contracts, collars, exchange funds or equity swaps or engaging in short sales). In addition, directors, officers and employees may not hold PepsiCo securities in a margin account or pledge PepsiCo stock or PepsiCo stock options as collateral for a loan or otherwise.

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Corporate Governance at PepsiCo

Our Board of Directors

Our Board of Directors represents the interests of our shareholders and oversees the Company’s business and affairs pursuant to the North Carolina Business Corporation Act and our governing documents. Members of the Board, all of whom are elected annually, oversee the Company’s business and affairs by, among other things, participating in Board and Committee meetings, reviewing materials provided to them, engaging with the Chairman and CEO and with key members of management and associates, bringing in outside experts, and discussing feedback from shareholders and other stakeholders.

Outstanding Board Member Attendance. Regular attendance at Board meetings and the Annual Meeting of Shareholders is expected of each director. In fiscal year 2023, our Board of Directors held seven meetings and our Committees held 20 meetings in the aggregate. In fiscal year 2023, no incumbent director attended fewer than 75% of the total number of Board and applicable Committee meetings (in each case held during the period that such director served). Thirteen of fourteen directors then serving attended the 2023 Annual Meeting of Shareholders.

Board Leadership Structure

PepsiCo’s governing documents enable the Board to determine the appropriate Board leadership structure for the Company and allow the roles of Chairman of the Board and CEO to be filled by the same or different individuals. This approach allows the Board the opportunity to determine whether the two roles should be separate or combined based upon the Company’s needs in light of the dynamic environment in which we operate and the Board’s assessment of the Company’s leadership from time to time.

The Board regularly considers and is open to different structures as circumstances may warrant. During its most recent evaluation of its leadership structure, the Board determined that the current combined Chairman and CEO structure, together with a strong independent Presiding Director with clearly defined and robust responsibilities as set forth on page 26, strikes the right balance between effective independent oversight of PepsiCo’s business and Board activities and strong and consistent corporate leadership, and provides the best leadership structure for the Company at this time. This structure enables a clear and unified strategic vision and is beneficial at this time given the complex and dynamic consumer and retail landscape. This leadership structure, along with having independent directors chair each of the Company’s four Committees, also enhances the Board’s oversight of material risks because the Chairman and CEO is uniquely positioned to identify emerging risks while the Presiding Director and Committee Chairs provide independent oversight of the Company’s risk management programs.

In making the leadership structure determination, the Board gave thorough consideration to a number of factors, including: (i) the strategic goals of the Company, (ii) the unique opportunities and challenges PepsiCo is facing, (iii) the breadth and complexity of PepsiCo’s business and global footprint, (iv) the various capabilities of our directors, (v) the dynamics of our Board, (vi) best practices in the market, (vii) PepsiCo’s shareholder base and investor feedback, (viii) the current industry environment and (ix) the status of PepsiCo’s progress with respect to key strategic initiatives. The Board also reflected upon the Company’s strong, independent oversight function exercised by our actively engaged Board, which consists entirely of independent directors other than our Chairman and CEO, as well as the independent leadership provided by our independent Presiding Director and each of the four standing Board Committees, which consist solely of, and are chaired by, independent directors.

The Board recognizes the importance of the Company’s leadership structure to our shareholders and will continue to regularly assess the Board leadership structure with careful consideration of the input obtained through engagement with our shareholders.

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Corporate Governance at PepsiCo

Ramon L. Laguarta CHAIRMAN AND CEO		Ian Cook PRESIDING DIRECTOR Former Chairman, President and Chief Executive Officer, Colgate-Palmolive Company
The independent directors believe that our current Chairman of the Board and CEO, Ramon L. Laguarta, as an experienced leader with deep operational experience, particularly in international markets, and extensive knowledge of the Company, food and beverage industry and risk management practices that Mr. Laguarta gained from working over 20 years at PepsiCo in a variety of executive and general management roles, serves as a highly effective bridge between the Board and management. In his role as Chairman and CEO, Mr. Laguarta is in the best position to be aware of key issues facing the Company, and to effectively communicate with various internal and external constituencies about critical business matters. During this period of significant change for PepsiCo as we implement key strategic and ongoing transformation initiatives and navigate the rapidly evolving business environment, the independent directors believe that the Company is best served by having one clear leader in both the Chairman and CEO roles who has the vision and leadership to execute on the Company’s strategy and create shareholder value.		As a result of his extensive experience leading a multinational consumer products company during 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, and his deep understanding of PepsiCo and its business acquired from his years of service on our Board, Mr. Cook is uniquely positioned to work collaboratively with our Chairman and CEO, while providing strong independent oversight of management. In addition to his core responsibilities as Presiding Director as described further below, Mr. Cook is an actively engaged director who regularly communicates with the Chairman and CEO and other members of the senior management on various topics of importance to the Company, including business strategy and the Company’s approach to identifying and mitigating key risks. In recognition of Mr. Cook’s strong leadership stemming from his industry-relevant knowledge, operational, risk oversight and governance experience and exceptional interpersonal and communication skills, the independent members of the Board of Directors re-elected Mr. Cook as the Presiding Director for another three-year term beginning in 2022.

Role of Presiding Director. Our Corporate Governance Guidelines provide that if the Chairman of the Board is not an independent director, an independent director shall be designated as the Presiding Director by the independent members of the Board based on the recommendation of the Nominating and Corporate Governance Committee. The Presiding Director is appointed for a term of three years.

The Board evaluates the Presiding Director’s performance annually under the guidance of the Nominating and Corporate Governance Committee. The duties of our independent Presiding Director are robust and consistent with the responsibilities generally held by independent “lead directors” at other public companies.

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Corporate Governance at PepsiCo

In addition to these responsibilities and assisting the Board in the fulfillment of its responsibilities in general, Mr. Cook, as the Presiding Director, has over the past few years performed additional duties including:

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Corporate Governance at PepsiCo

Director Independence

Independence Determination

The Company’s Corporate Governance Guidelines provide that an independent director is a director who meets the Nasdaq definition of independence, as determined by the Board. This definition is included in the Corporate Governance Guidelines, which are available at www.pepsico.com under “Who We Are”—“Corporate Governance.” In making a determination of whether a director has any relationship which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, the Board of Directors considers all relevant facts and circumstances, including but not limited to the director’s commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships.

Consistent with these considerations, the Board of Directors has affirmatively determined that all of our non-management director nominees, who are listed below, are independent within the meaning of the SEC and Nasdaq rules.

In arriving at the foregoing independence determination, the Board of Directors thoroughly considered the relationships described under “Transactions with Related Persons” on page 29 of this Proxy Statement and determined that they do not impair Mr. Pohlad’s independence or his ability to exercise independent judgment in carrying out the responsibilities of a director.

Executive Sessions of Independent Directors

The independent directors hold regularly scheduled executive sessions of the Board and its Committees without Company management present. These executive sessions are chaired by the independent Presiding Director (at Board meetings) or by the independent Committee Chairs (at Committee meetings). The independent directors met in executive session at all of the regularly scheduled Board meetings held in 2023. Regular executive sessions are also held by each Committee.

Related Person Transactions

The Board of Directors has adopted written Related Person Transaction Policies and Procedures that generally apply to any transaction or series of transactions:

The transactions described above are submitted to the Audit Committee for review and approval or ratification.

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Corporate Governance at PepsiCo

Review and Approval of Transactions with Related Persons

In determining whether to approve, ratify or disapprove of the entry into a related person transaction, the Audit Committee considers all relevant facts and circumstances and takes into account, among other factors:

The Audit Committee has considered and adopted standing pre-approvals under the policy for limited transactions with related persons. The Company’s General Counsel maintains a list of transactions deemed pre-approved under the policy for review by any Board member.

Transactions with Related Persons

The Board thoroughly considered the following relationships involving Robert C. Pohlad and determined that they do not impair Mr. Pohlad’s independence or his ability to exercise independent judgment in carrying out the responsibilities of a director of the Company:

The sponsorship agreements and sale of PepsiCo products for the Minnesota Twins and the Minnesota United are ongoing, and PepsiCo expects to enter into a new five-year sponsorship agreement with the Minnesota Twins that would begin with the 2024 season pursuant to which PepsiCo would make annual payments of approximately $960,000 per year to the Minnesota Twins. The transaction with ESXL LLC was a one-time arrangement for fiscal year 2023. Mr. Pohlad is and was not involved in negotiating 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 $158,000 in fiscal year 2023, 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.

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Corporate Governance at PepsiCo

Committees of the Board of Directors

The Board of Directors has four standing Committees: Audit, Compensation, Nominating and Corporate Governance, and Sustainability, Diversity and Public Policy. Fifty percent of the Committees are chaired by diverse Directors. The table below indicates the current members of each Board Committee:

	Audit	Compensation	Nominating and Corporate Governance	Sustainability, Diversity and Public Policy
Segun Agbaje	E
Jennifer Bailey
Cesar Conde
Ian Cook (Presiding Director)
Edith W. Cooper
Susan M. Diamond	E
Dina Dublon
Michelle Gass
Ramon L. Laguarta
Sir Dave J. Lewis
David C. Page, MD
Robert C. Pohlad
Daniel Vasella, MD
Darren Walker
Alberto Weisser	E