Cesar Conde

About Cesar Conde

Cesar Conde (age 51) has served on PepsiCo’s Board since 2016 and is currently Chairman of NBCUniversal News Group (since 2020). He previously held senior leadership roles at NBCUniversal (EVP, 2013–2015; Chairman, NBCUniversal International Group & Telemundo, 2015–2020) and was President of Univision Networks (2009–2013); he also served as a White House Fellow to Secretary of State Colin Powell (2002–2003). At PepsiCo, he is an independent director and chairs the Compensation Committee, also serving on the Nominating & Corporate Governance Committee .

Past Roles

Organization	Role	Tenure	Committees/Impact
NBCUniversal News Group	Chairman	2020–Present	Leads global media organization; consumer/media insights relevant to omnichannel marketing
NBCUniversal	EVP; Chairman, International Group & Telemundo	2013–2015; 2015–2020	Oversaw international/digital enterprises; transformation and growth of Hispanic media
Univision Networks	President; Senior Executive	2009–2013; 2003–2009	Credited with transforming Univision into a leading global multi-platform brand
U.S. Dept. of State	White House Fellow to Sec. Colin Powell	2002–2003	Public policy and government experience

External Roles

Organization	Role	Tenure	Committees/Notes
Walmart Inc.	Director	Current	Public company directorship
Council on Foreign Relations	Board/Member	Current	Non-profit governance
The Aspen Institute	Board/Member	Current	Non-profit governance

Board Governance

Independence: PepsiCo’s Board determined all non-management nominees, including Conde, are independent under SEC/Nasdaq rules .
Committee assignments: Compensation Committee Chair; Member, Nominating & Corporate Governance .
Committee cadence: Compensation met 4 times in 2024; Nominating & Corporate Governance met 4 times .
Attendance: In 2024, no incumbent director attended fewer than 75% of Board and applicable Committee meetings; all 15 directors attended the 2024 Annual Meeting .
Compensation Committee oversight signals: Engages independent advisor FW Cook; assessed and found no conflicts; handles CEO pay recommendations, executive evaluations, shareholder engagement on compensation .

Fixed Compensation

Component	2024 Amount	Notes
Cash retainer	$120,000	Standard annual cash retainer for non-employee directors
Committee chair fee	$40,000	Compensation Committee Chair retainer
Equity retainer (phantom units)	$200,000	Granted Oct 1, 2024 in 1,167 phantom units at $171.38; immediately vested, cash-settled after Board service ends; dividend equivalents reinvested
Meeting fees	$0	No meeting fees; expenses reimbursed

Director	Fees Earned (Cash)	Stock Awards	All Other Comp.	Total
Cesar Conde	$160,000	$200,000	—	$360,000

Governance features: clawback provisions for directors on equity awards; prohibition on hedging/pledging; limited trading windows .

Performance Compensation

No performance-based director compensation; equity is time-based phantom units (no options; no performance metrics tied to director awards) .

Other Directorships & Interlocks

Company	Role	Potential Interlock Consideration
Walmart Inc.	Director	External public board; PepsiCo’s Corporate Governance Guidelines include annual review of director commitments; Board considers vote history and commitments in director nomination process .

No related-person transactions disclosed for Conde; Compensation Committee interlocks disclosure notes no relationships requiring related-person disclosure for members other than Mr. Pohlad .

Expertise & Qualifications

Media/consumer insights: Deep experience across global media organizations; valuable for omnichannel marketing and demographic shifts .
Global leadership: Led international operations and Hispanic media enterprises; aligns with PepsiCo’s global footprint .
Public policy: White House Fellow experience adds governance/public policy perspective .

Equity Ownership

Holder	Shares Beneficially Owned	Phantom Units Held	Total Units/Equivalents
Cesar Conde	1,000	15,404	16,404

Ownership guidelines: Non-employee directors must hold at least $600,000 in PepsiCo stock (5× cash retainer); 5 years to comply; all non-employee directors have met or are on track .
Vested vs. unvested: Annual phantom units are immediately vested; payable after Board service ends .
Hedging/pledging: Prohibited under Insider Trading Policy and Global Code of Conduct .

Governance Assessment

Positive signals:
- Independent director with robust attendance and active committee leadership (Compensation Chair; NCG member) .
- Strong governance architecture: clawbacks covering directors; prohibition on hedging/pledging; stringent ownership guidelines; independent advisor for Compensation Committee .
- Transparent director pay structure; modest cash plus equity retainer aligned with shareholder-friendly practices (no meeting fees; cap on director pay via LTI plan) .
Watch items:
- External commitments: Board conducts annual review of director commitments and has formal limits (2019 guideline updates; 2024 commitment review requirement); continued monitoring of time/role balance is prudent .
- Customer/supplier interlocks: While no related-person transactions are disclosed for Conde, his external public board role warrants ongoing oversight through established independence and related-party policies .

Overall, Conde’s media and consumer expertise, coupled with independent leadership on the Compensation Committee, supports Board effectiveness, with governance controls mitigating conflict risks and reinforcing investor alignment .