Alberto Weisser

About Alberto Weisser

Independent director since 2011 (age 69 as of March 28, 2025). Former Chairman and CEO of Bunge Limited, with prior CFO tenure and finance roles at BASF; currently Audit Committee Chair and designated audit committee financial expert at PepsiCo .

Past Roles

Organization	Role	Tenure	Committees/Impact
Bunge Limited	Chief Financial Officer	1993–1999	Built deep finance and risk expertise relevant to commodity markets
Bunge Limited	Chairman & Chief Executive Officer	1999–mid‑2013	Led global agribusiness through commodity cycles; strategic and risk oversight
Bunge Limited	Executive Chairman	mid‑2013–late‑2013	Transition leadership and board governance
BASF Group	Various finance-related positions	Pre‑1993	International finance operations and compliance grounding
Lazard Ltd	Senior Advisor	2015–2018	Strategic advisory; capital markets perspective

External Roles

Organization	Role	Tenure	Notes
Bayer AG	Director	Current	Large-cap diversified life sciences board experience
Linde plc	Director	Current	Industrial operations and global safety/ESG exposure
Temasek International Pte. Ltd.	Americas Advisory Panel member	Current	Geopolitical and investment insights

Board Governance

Committee assignments: Audit Committee Chair; Audit Committee financial expert designation; member independence affirmed under SEC/Nasdaq rules .
Attendance and engagement: Board met 5 times and Committees met 19 times in 2024; no incumbent director attended fewer than 75% of applicable meetings; all directors attended the 2024 Annual Meeting .
Executive sessions: Independent directors held executive sessions at all regularly scheduled Board meetings; committee executive sessions chaired by independent Committee Chairs .
Audit Committee: Met seven times in 2024; oversees financial reporting integrity, internal controls, compliance, whistleblower procedures, risk management (financial/compliance/employee safety), and related person transactions .
Independence and conflicts: No related‑party transactions disclosed for Weisser; related‑party reviews are under Audit Committee oversight .

Fixed Compensation

Component	2024 Amount	Detail
Annual cash retainer	$120,000	Standard non-employee director cash retainer
Committee chair fee (Audit)	$40,000	Audit Committee Chair additional retainer
Total cash fees	$160,000	Reported for Weisser
Annual equity retainer (phantom units)	$200,000	Granted Oct 1, 2024 as 1,167 phantom units at $171.38 closing price; immediately vested, payable post‑service; dividend equivalents reinvested
Meeting fees	$0	PepsiCo does not pay meeting fees to directors
Other compensation	$0	No matching gifts reported for Weisser in 2024; total comp $360,000

Performance Compensation

No performance-based bonuses, options, PSUs, or explicit performance metrics are disclosed for director compensation; program consists of fixed cash retainer and annual phantom stock unit grant .

Performance Metric	Applies to Director Compensation?	Notes
Revenue, EPS, TSR targets	No	Not disclosed as part of director pay program
Clawbacks	Yes	Stringent clawback policy applies to directors and executives

Other Directorships & Interlocks

Company	Sector (high-level)	Role	Potential Interlock/Conflict Note
Bayer AG	Pharmaceuticals/Life Sciences	Director	No related-party transactions involving Weisser disclosed by PepsiCo
Linde plc	Industrial Gases	Director	No related-party transactions involving Weisser disclosed by PepsiCo
Temasek (Advisory Panel)	Investment	Advisor	Advisory role; not a PepsiCo-related transaction

Expertise & Qualifications

Commodities and global supply chain expertise from Bunge CEO/CFO lineage; valuable given input cost volatility and procurement risks .
Deep financial acumen and compliance background; Audit Committee financial expert designation supports robust financial oversight .
International markets and emerging market exposure; risk management and governance experience at large global public companies .

Equity Ownership

Holding Category	Shares/Units	Notes
Beneficially owned PepsiCo Common Stock	1,000	As of Feb 27, 2025
Phantom units in director deferral programs	29,035	As of Feb 27, 2025
Shares pledged	None	Proxy notes no pledging; PepsiCo prohibits hedging/pledging
Ownership guideline	$600,000 of stock (≥5× cash retainer)	All directors have met or are on track within 5 years

Governance Assessment

Strengths:
- Independent director with substantial commodity and finance experience; Audit Committee Chair and financial expert designation enhance board effectiveness in financial oversight .
- Strong attendance culture; independent executive sessions; all committees composed solely of independent directors .
- Director equity retainer and stock ownership guidelines align incentives; prohibition on hedging/pledging and clawback policy reinforce shareholder-friendly governance .
Watch items (process, not red flags):
- Multiple external board roles (Bayer AG, Linde plc) necessitate ongoing review of director commitments; PepsiCo added an annual review of director commitments in 2024 to its Corporate Governance Guidelines .
- Continued monitoring of related‑party exposures is appropriate; Audit Committee formally oversees and reviews such transactions .
Red flags:
- None disclosed specific to Weisser (no related‑party transactions; no pledging; independence affirmed) .