PEPSICO INC PEP

41% shingled-prose overlap between the two filings.

2025: 93,219 chars · 2026: 103,689 chars

• Committee Report:58% overlap (6,000 → 5,999 chars)
• Pay Ratio (Item 402(u)):9% overlap (59,841 → 60,000 chars)

• changedLaguarta Stephen “Steve” Schmitt(1) James“Jamie”CaulfieldSteven Williams(2) Williams(1)Silviu Popovici Popovici(2)Rebecca “Becky” Schmitt James “Jamie” Caulfield(3) Chairman of the Board and CEO, PepsiCo Executive Vice President (“EVP”) and Chief Financial Officer (“CFO”), PepsiCo CEO, PepsiCoFoodsNorth America (“NA”) (“PFNA”)CEO, Europe, Middle East and Africa (“EMEA”) EuropeEVP and Chief People Officer (“CPO”), PepsiCo Former EVP and CFO, PepsiCo
• new(1) Mr. Schmitt was appointed EVP and CFO, PepsiCo effective November 10, 2025 (2) Mr. Williams ceased to be an executive officer and transitioned to the role of EVP & Vice Chairman, Global Chief Commercial Officer & Corporate Affairs effective December 28, 2025 (3) Mr. Caulfield ceased to be EVP and CFO, PepsiCo on November 10, 2025 and will retire from PepsiCo effective May 15, 2026
• newOur guiding ambition is to be a best-in-class and admired global food and drinks company that places sustainability at the center of our business strategy, seeking to drive growth and build a stronger, more resilient future for PepsiCo and the communities where we operate.
• newAchieving our vision requires that we continuously challenge ourselves to become Faster, Stronger and Better.
• newOur resilience and flexibility have allowed us to adapt and take actions to respond to challenging market environments through rapid innovations, transformation, strategic prioritization, and productivity initiatives.
• newWe remain committed to accelerating our growth and strengthening our capabilities and organization to deliver sustainable long-term results and shareholder value, striving to fulfill our mission to create more smiles with every sip and every bite for people, our customers, our associates and our communities, and our shareholders.
• changed2025 2024PepsiCo Performance Highlights
• newPepsiCo continued to face challenges in 2025 due to persistent inflationary pressure that impacted consumer budgets, tariffs, and elevated geopolitical tensions in certain international markets that further complicated our operating environment.
• newDemonstrating determination, adaptability, and resilience, PepsiCo took steps to adjust to the challenging market landscape.
• changedExecutive officers continuedtoremain incentivized to deliver sustainable long-term value to shareholders with performance measured against key metrics that are critical for the execution of the Company’s strategy.
• changedHighlights of our 2025 2024performance include:
• changedPlease 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 45-49 47-52and 51 54of PepsiCo’s 2025 2024Annual Report on Form 10-K for the fiscal year ended December 27, 2025 28,2024for a more detailed description of the items excluded from these measures.
• newPEPSICO 2026 Proxy Statement | 49
• changedPay for Performance ■ Put the majority of executive officer pay at-risk, where both short-term and long-term incentives depend on performance relative to predetermined goals ■Annualawardsgrantedtoexecutiveofficersnevervestexclusivelyoncontinuedemployment■ Payout at target when PepsiCo achieves its internal performance targets ■ Tie a significant portion of pay to the long-term performance of our stock Alignment with Business Strategy ■ Accountable for Tieperformance objectives tied directly to each Faster, Stronger and Better aspiration to drive forward our mission vision■ Top-line and market share metrics reinforce our need to be Faster, bottom-line and capital management metrics provide a balance to help us be Stronger, and integrating purpose into strategic business imperatives allows us to be Better Shareholder Value Creation ■ Directly link pay to the achievement of performance goals with the majority of compensation delivered in PepsiCo stock, designed to foster the creation of sustainable long-term shareholder value ■ Maintain stock ownership requirements for executive officers seniorleadershipwhich extend beyond employment with PepsiCo Market Pay Competitiveness ■ Provide market-competitive programs that enable PepsiCo to attract and retain highly qualified and talented individuals ■ Reward overachievement allowing for differentiation in talent Delivering IndividualObjectives IndividualObjectives■ Recognize the achievement of individual goals, tailored to each executive officer’s role and responsibilities, that advance PepsiCo’s strategic business imperatives ■ Embed goals into individual objectives which are tied to one or more of PepsiCo’s sustainability initiatives, including Positive Agriculture, Positive Value Chain, and people,expandedportfolioofferings,and/orbrandswithPositive Choices impact
• new50 | PEPSICO 2026 Proxy Statement
• changedImpact of 2025 2024PepsiCo Performance on CEO Pay
• changedFor 2025, 2024,Mr. Laguarta’s annual incentive was determined by reference to the Business Performance metrics and Business Results under the “2025 “2024Annual Incentive Award” section beginning on page 56 57of this Proxy Statement, with primary focus on achievement of predetermined goals for each of the following measures:
• changed■ Organic Revenue Performance[5] ■ Free Cash Flow Excluding Certain Items[5] ■ Relative Competitive Performance ■ Core Constant Currency Net Income Change[5][6] Growth[5][6]
• changedIn addition to the Business Performance metrics, the Compensation Committee considered Mr. Laguarta’s individual performance by assessing his progress relative to PepsiCo’s short- and long-term business strategy with an emphasis on the delivery of our aspirations to be Faster, Stronger and Better for people, our customers, our associates and our associates,communities, our consumers,customers,planet, and our shareholders.
• newDuring 2025, Mr. Laguarta demonstrated steadfast strategic leadership, taking actions to address a challenging macro environment, mitigate the adverse impacts of tariffs, and accelerate innovations to guide PepsiCo towards fulfilling its long-term goals to create value for its shareholders.
• changedFinancial, operational, and individual performance highlights under Mr. Laguarta’s leadership in 2025 2024include:
• newFaster ■ Delivered Organic Revenue Performance[5] of 1.7% in 2025 ■ Generated Organic Revenue Performance[5] of 3.5% for PepsiCo’s International convenient foods business and 7% for PepsiCo’s International beverages business ■ Achieved nineteen consecutive quarters of at least mid-single-digit Organic Revenue Performance[5] for the International business ■ Accelerated our cost reduction efforts and focused on operational excellence to provide appropriate reinvestment and improve profitability ■ Mitigated impact of higher supply chain costs through incremental productivity initiatives, sourcing flexibility, and sharper revenue management ■ Continued executing our Away-From-Home strategy and delivered mid-single-digit net revenue growth for the PepsiCo Beverages North America business, focusing on expanding into new occasions in meals, winning in local restaurants, and expanding our partnerships on a national scale ■ Achieved double-digit net revenue growth and market share gains for Pepsi Zero Sugar.
• newFlavor varieties such as Pepsi Wild Cherry & Cream also gained market share within the carbonated soft drink and flavored cola categories ■ Gained market share in enhanced water, with functional hydration offerings, such as Propel continuing to deliver strong volume and net revenue growth.
• newPropel retail sales doubled since 2019 to over $1 billion in estimated annual retail sales in 2025 ■ Held or gained savory snack market share in many of our international markets, including Brazil, Colombia, Guatemala, Puerto Rico, Poland, France, China, India, Australia, Thailand, and Pakistan ■ Held or gained beverages market share in Mexico, Brazil, Guatemala, U.K., Germany, Spain, France, Poland, Australia, China, South Korea, Thailand, Vietnam, Saudi Arabia, and Pakistan
• changedPlease 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 45-49 47-52and 51 54of PepsiCo’s 2025 2024Annual Report on Form 10-K for the fiscal year ended December 27, 2025 28,2024for a more detailed description of the items excluded from these measures.
• changed[6] Refers to Core Constant Currency Net Income attributable to PepsiCo. PepsiCogrowth.
• changedPEPSICO 2026 2025Proxy Statement | 51
• newStronger ■ Accelerated our innovation pipeline with new launches, most notably: Pepsi Prebiotic, new Muscle Milk formulation, Gatorade Lower Sugar, and NKD Doritos and Cheetos with no artificial dyes and flavors ■ Restaged iconic brands such as Lay’s and Tostitos, removing artificial flavors and colors, introducing options with new oils, and refreshing the brand with new packaging that celebrates our farm-to-bag story ■ Overhauled our go-to-market system to place a stronger emphasis on in-store selling and merchandising activities ■ Transformed our portfolio with strategic acquisitions, including successfully completing the acquisition of Siete Foods to support our portfolio transformation towards Positive Choices and meals, and the acquisition of poppi to facilitate entry into the fast-growing modern soda category ■ Achieved another record year of productivity driven by operating expense productivity, including our multi-year global restructuring program, supply chain optimization, and right-sizing the U.S. Foods manufacturing and distribution footprint, and commodity productivity across packaging and key ingredients ■ Strengthened our long-term strategic partnership with Celsius Holdings by increasing our ownership in Celsius Holdings, Celsius Holdings’ Alani Nu brand moving into our distribution system in the U.S. and Canada, and Celsius Holdings acquiring our Rockstar Energy brand in the U.S. and Canada ■ Advanced our AI agenda with the leverage of Salesforce’s Agentforce to manage key functions, enhancing customer support and operational efficiency, while empowering sales teams to focus on strategic growth and deeper engagement with retailers ■ Announced a multi-year agreement with AWS to leverage its infrastructure and services in order to drive faster AI innovation, transform our supply chain and go-to-market strategies, and create deeper, more personalized experiences with consumers ■ Continued to leverage our revenue management and price pack architecture capabilities to offer consumers more value, convenience, and portion control by optimizing our trade promotional activity, offering more-accessible price points on single serve packages and multipacks, and continuing to expand the presence and reach of our mini canisters Better ■ Deployed the next evolution of our pep+ goals, marking a major milestone in our sustainability journey – grounded in science, data, key learnings, and broad stakeholder engagement ■ Advanced work to continue to strive to place pep+ at the center of our business.
• changedPepsiCo associates around the world continued to embrace embracedpep+ and integrate integratedit into their daily work by driving changes in our operations, ourculture, ourworkforce,and workforce ourcommunities■ Supported the Continuedtospread of regenerative, restorative, and protective agricultural regenerativeagriculturepractices and focused on creating a more resilient sustainable agriculture system that helps totryto helpprotect our business growth from climate disruption ■ Mobilized joint initiatives with Developedkey partners towards agriculturalpartnershipsthatadvancedouraspirationofbeingaleaderinthetransformationoftheagriculturalfood system transformation, including: – Participating in STEP up for Agriculture, a first-of-its-kind initiative to scale regenerative agriculture through locally tailored support systems. andsupportedinnovation.
• newThe initiative supports PepsiCo’s goal to transition 10 million acres by 2030, by strengthening farmer support organizations and advisory ecosystems needed to deliver this transformation – Launching Food for Tomorrow program in collaboration with The National Geographic Society to harness the power of science, storytelling, and education to inspire positive change throughout the global food system, with a focus on regenerative agriculture ■ Applied rigorous financial discipline to sustainability investments, including a prioritization framework.
• newThe prioritization framework to assess sustainability projects is anchored in Net Present Value (“NPV”) analysis, and assesses sustainability projects for financial impact as well as for capital efficiency in anticipated environmental impact per dollar invested while also considering other factors such as enterprise risk and ease of implementation from an execution standpoint ■ Continued to invest to reduce virgin plastic, increase recycled content, and improve packaging design in key packaging markets to improve the overall packaging lifecycle ■ Announced refined climate goals, validated by the Science Based Targets initiative (“SBTi”), that fully align them to a 1.5°C trajectory by 2050, reflecting SBTi sectoral guidance on Forests, Land, and Agriculture and Energy and Industry emissions, and shifted aim to achieve net zero emissions from 2040 to 2050
• changed52 | PEPSICO 2026 2025Proxy Statement
• changedAs disclosed in the 2025 2024Proxy Statement, in recognition of Mr. Laguarta’s 2023strong leadership achievementsand to help ensure appropriate market pay competitiveness, the Board of Directors approved a 2.0% 4.4%increase to his base salary effective February 2025. 2024.
• changedTo further recognize Mr. Laguarta’s leadership in navigating PepsiCo through challenging market environments while continuing to reinforce a strong pay-for-performance philosophy by ensuring the majority of his compensation remains at-risk, performance-based,the Board approved an annual base salary of $1,850,000 $1,810,000for 2026, 2025,a 2.2% 2.0%increase over 2025, 2024,a 2025 2024annual cash incentive of $3,136,000, $3,375,000,and a 2026 2025LTI award with a grant date value of $19,000,000. $17,500,000.
• changedThe actual payout Mr. Laguarta will realize on the majority of his 2026 2025LTI award will depend upon achievement of Core Constant Currency EPS Change, Growth,Organic Revenue Performance, and Relative TSR Performance targets established by the Compensation Committee for the 2026-2028 2025-2027performance period.
• changedOther than Mr. Laguarta’s base salary, the entirety of his total direct compensation opportunity is variable. performance-based.
• changedPEPSICO 2026 2025Proxy Statement | 53
• changedEvery year, during the two-month period before the Annual Meeting of Shareholders, we generally contact our 75 largest shareholders, who represented approximately 51% 49%of our outstanding shares of Common Stock in 2025, 2024,offering to discuss a broad range of topics, including executive compensation.
• changedOur Compensation Committee considered shareholder feedback in its annual review of program components, targets, and payouts to maintain awareness of emerging executive compensation practices, help ensure the continued strength of our pay-for-performance alignment, and sustain strong shareholder support.
• changedAt our 2025 2024Annual Meeting, shareholders again showed support for our executive compensation programs with 87% 90%of the votes cast approving our advisory resolution.
• newThe Compensation Committee maintained the core construct of our executive compensation programs for 2025.
• newWhile the programs proved to be effective in rewarding sustainable performance, the Committee decided to update the design of the long-term incentive program beginning in 2026 taking shareholder feedback into consideration, as described on page 55
• changedPrimary components of our 2025 executive compensation program, programs,summarized below, help ensure that pay is directly linked to the creation of sustainable long-term shareholder value.
• changed54 | PEPSICO 2026 2025Proxy Statement
• new2026 Updates to the Long-Term Incentive Program
• newOn an annual basis, the Compensation Committee reviews our compensation design to help ensure it supports our evolving business strategy and the associated objectives, remains competitive with market practices, and reflects best governance practices.
• newWhile the current LTI program has been effective in rewarding sustainable performance over time, the Compensation Committee approved revisions to the program for executive officers effective with the 2026 LTI award in reflection of shareholder feedback, market insights, peer practices, and our evolving human capital objectives.
• newThe prior Long-Term Cash component of the LTI program has been eliminated, the entirety of the annual LTI award will now be denominated in PepsiCo stock to strengthen alignment with the shareholder experience, and a portion will be delivered in time-based Restricted Stock Units (“RSUs”) to better balance the overall program and support talent attraction and retention goals.
• newDesign Highlights
• newInstruments Objective Metrics Terms PSUs Incentivize our executive officers to focus on critical performance objectives that we believe translate to sustainable shareholder returns over the long term and strengthen alignment with long-term shareholder value creation Metrics remain unchanged from existing PSU design, except for the introduction of a multiplier ■ 50% 3-Year Average of Annual Core Constant Currency EPS Change ■ 50% 3-Year Average of Annual Organic Revenue Performance ■ Multiplier which ranges from 75% to 125% based on TSR relative to proxy peer group ■ Generally vest after 3 years if the executive is still employed by the Company, or upon retirement if retirement eligible ■ Pay out in PepsiCo shares, plus dividends accrued over the vesting period on earned shares, at the end of the performance period ■ Entire award subject to achievement of performance criteria ■ Payout ranges from 0% to 200% of target in addition to a TSR multiplier to further link awards to shareholder experience and hold management accountable for outperforming peers, which may increase or decrease overall payout by up to 25% Calculation RSUs Incentivize our executive officers to focus on delivering shareholder value ■ Pay out in PepsiCo shares, plus dividends accrued over the vesting period on earned shares ■ Vest ratably in thirds over 3 years contingent on continued employment with the Company, or upon retirement if retirement eligible
• newThe Compensation Committee believes these updates continue to reinforce PepsiCo’s pay-for-performance philosophy as LTI will be delivered in PepsiCo stock, continuing to focus on shareholder return and value creation and remains 100% variable based on our stock price and/or financial performance.
• changedPEPSICO 2026 2025Proxy Statement | 55
• changed2025 2024Target Pay Mix for Named Executive Officers
• newPlease see discussion under “Components of Our Executive Compensation Program” on page 54 of this Proxy Statement for a description of the considerations and objectives that are relevant for base salary adjustments.
• changedThe base salaries paid to our NEOs in fiscal year 2025 2024are presented in the 2025 2024Summary Compensation Table on page 69 of this Proxy Statement.
• newName Base Salary as of 2024 Fiscal Year-End ($000) Base Salary as of 2025 Fiscal Year-End ($000) Percentage Increase Ramon L.
• changedLaguarta 1,7001,775 1,810 2% Steve Schmitt(1) — 900 N/A 4%JamieCaulfield7007000%Steven Williams 850900 1,000 11% 6%Silviu Popovici 800 850 6% 8000%Becky Schmitt 725 750 3% Jamie Caulfield 700 750 7% 7250%
• new(1) Mr. Schmitt was not employed by or an executive officer of PepsiCo in 2024
• newIn the first quarter of 2026, Ms. Schmitt’s base salary was increased to $850,000 to maintain competitiveness with external peers.
• changed2025 2024Annual Incentive Award
• changedAwards granted under the EICP are designed to drive Company, operating businessunit, and individual performance.
• changed56 | PEPSICO 2026 2025Proxy Statement
• changedOur annual incentive program applies metrics that executives directly influence to provide ensurea link between annual performance and actual incentive payments.
• changedThe 2025 2024performance metrics that make up the Business Performance component of the annual incentive award are listed in the table below for each NEO:
• changedLaguarta PepsiCo Steve Schmitt JamieCaulfieldPepsiCo Steven Williams NA PFNA(1)Silviu Popovici EMEA EuropeBecky Schmitt PepsiCo Jamie Caulfield PepsiCo Organic Revenue Performance l l l l l l Free Cash Flow Excluding Certain Items l l l l l l Core Constant Currency EPS Change l GrowthRelative Competitive Performance l l l l l l Core Constant Currency Net Income Change[7] l l l l Growth[7]Core Constant Currency Operating Profit Change l l Growth
• newBusiness Performance for NEOs other than the CEO is calculated using a weighting established at the beginning of the performance period.
• changedIn determining annual incentive awards for 2025, 2024,the Compensation Committee assessed actual Company performance against the pre-established performance targets noted in the table below.
• changedPerformance targets are designed to be rigorous, requiring commitmentfromour NEOs to commit to delivering ensuretheydeliveron our performance goals communicated to shareholders.
• changedPerformance Metrics[8] Performance Targets Actual Results Organic Revenue Performance 3.0% 1.7% 4.5%2.0%Free Cash Flow Excluding Certain Items $9.9 $9.1billion $10.0 $8.7billion Core Constant Currency EPS Change 7.0% —% Growth8.5%9%Core Constant Currency Net Income Change[7] 6.8% —% Growth[7]8.6%8%
• changedOperating Businessunit performance targets and Relative Competitive Performance expectations, which were intended to be challenging, are not disclosed because such disclosure would result in competitive harm to the Company.
• changed[7] Refers to Core Constant Currency Net Income attributable to PepsiCo. PepsiCogrowth.
• changed[8] Please refer to Appendix A to this Proxy Statement for a description and reconciliation of these non-GAAP financial measures relative to reported GAAP financial measures, and to pages 45-49 47-52and 51 54of PepsiCo’s 2025 2024Annual Report on Form 10-K for the fiscal year ended December 27, 2025 28,2024for a more detailed description of the items excluded from these measures.
• changedPEPSICO 2026 2025Proxy Statement | 57
• changedIf exercised, these adjustments may be positive or negative so toensurethat executives are neither rewarded nor penalized for extraordinary factors outside of their control.
• changed58 | PEPSICO 2026 2025Proxy Statement
• changedIn determining annual incentive awards for 2025, 2024,the Compensation Committee considered the following accomplishments by NEOs, other than the Chairman and CEO, who is discussed earlier.
• newNEO Performance 2025 Compensation ($000) Steven Williams CEO, NA ■ Faced headwinds in 2025, resulting in Organic Revenue Performance[9] of 1% and -2% for PepsiCo Beverages North America and PepsiCo Foods North America, respectively, given the cumulative impacts of inflationary pressures and tariffs on consumer budgets ■ Advanced the presence of our positive choice offerings, including Simply lineup of products, Sun Chips, Stacy’s and Quaker rice cakes ■ Captured new occasions and expanded our functional offerings by integrating more functional benefits like protein into our portfolio ■ Successfully completed the acquisition of Siete Foods and poppi to reshape our portfolio Silviu Popovici CEO, EMEA ■ Delivered Organic Revenue Performance[9] of 6% for EMEA despite the continued challenging geopolitical environment and inflationary pressures ■ Drove a disciplined approach to productivity, achieving Core Constant Currency Operating Profit Change[9] of 10% ■ Gained or held savory share in Poland and France and beverages share in Germany, Spain, France, and Poland ■ Launched The Smart Spud, a new PepsiCo U.K. & Ireland social media campaign aimed at promoting regenerative agriculture, responsible farming, and world-class manufacturing Becky Schmitt EVP and CPO, PepsiCo ■ Supported productivity initiatives across the organization ■ Made significant progress in refining the PepsiCo operating model, including collaborating with North America leadership to execute on the One North America integration, identifying cost synergies ■ Helped cultivate a culture of belonging for all associates, successfully launching Inclusion for Growth, helping ensure inclusion efforts are designed to support business strategy ■ Advanced enterprise process standardization ■ Developed and launched a holistic food ecosystem learning agenda to build product and portfolio fluency across the enterprise Ms. Schmitt received the last installment of her cash sign-on award payment in 2025 to offset compensation that was forfeited in connection with her departure from her prior employer Jamie Caulfield Former EVP and CFO, PepsiCo ■ Enabled PepsiCo to increase its dividend for the 53rd consecutive year in 2025, returning $8.6 billion in cash to shareholders ■ Planned and carried out the redesign of the global finance organization model, leading to improved cost efficiency ■ Supported record productivity and kept free cash flow on track through disciplined capital management, with mitigative actions offsetting operating profit shortfalls
• changed[9] Please refer to Appendix A to this Proxy Statement for a description and reconciliation of these non-GAAP financial measures relative to reported GAAP financial measures, and to pages 45-49 47-52and 51 54of PepsiCo’s 2025 2024Annual Report on Form 10-K for the fiscal year ended December 27, 2025 28,2024for a more detailed description of the items excluded from these measures.
• changedPEPSICO 2026 2025Proxy Statement | 59
• newCFO Transition

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