Daniel Vasella

About Daniel Vasella

Daniel Vasella, MD, is an independent director of PepsiCo (PEP), age 71, serving on the Board since 2002. He is the former Chairman (1999–2013) and CEO (1996–2010) of Novartis AG and previously held senior executive roles at Sandoz Pharma; he currently coaches senior executives and serves on several private company boards . He is affirmed independent under Nasdaq rules , and all incumbent directors met the minimum attendance standard in 2024 and attended the 2024 Annual Meeting .

Past Roles

Organization	Role	Tenure	Committees/Impact
Novartis AG	Chairman	1999–2013	Led a highly regulated global business; deep governance, operations, and regulatory experience
Novartis AG	Chief Executive Officer	1996–2010	Global leadership and corporate strategy execution
Sandoz Pharma Ltd / Sandoz Pharmaceuticals Corp.	CEO/COO/SVP; Head of Worldwide Development; Head of Corporate Marketing	1988–1996	Senior roles across development and marketing; health and wellness expertise

External Roles

Company	Role	Tenure	Committees/Notes
American Express Company	Director	Current	Public company directorship disclosed
SciClone Pharmaceuticals (Holdings) Limited	Director	Until 2024	Prior public company board service
Various private companies	Director	Current	Board roles at private companies

Board Governance

Committees: Compensation Committee member; Nominating & Corporate Governance Committee member .
Committee chairs (context): Compensation Committee Chair – Cesar Conde; Nominating & Corporate Governance Chair – Robert C. Pohlad .
Independence: Board determined all non-management director nominees, including Vasella, are independent .
Attendance: 2024 Board held 5 meetings; Committees held 19; no incumbent director attended fewer than 75%; all 15 directors attended the 2024 Annual Meeting .
Governance standards: Limits on outside boards (non-executive directors: up to 4); mandatory retirement age 75; annual review of director commitments .

Fixed Compensation

Component	Amount	Period/Date	Notes
Annual cash retainer	$120,000	FY2024	Standard non-employee director cash retainer
Fees earned (reported)	$120,000	FY2024	Disclosed for Vasella
Cash deferral election	718 phantom stock units	June 1 & Dec 1, 2024	Deferral of $120,000 at prices $171.23 and $163.05, respectively
Committee chair/presiding fees	$0	FY2024	Not a chair; Presiding Director fee ($50k) applies elsewhere
All other compensation	$30,310	FY2024	PepsiCo Foundation matching gifts and related items

Performance Compensation

Award/Metrics	Detail	Grant/Vesting	Value/Units
Annual equity retainer (phantom units)	Immediately vested phantom units of PepsiCo Common Stock, payable after Board departure; dividend equivalents reinvested	Granted Oct 1, 2024; payable post-service on schedule selected by director	$200,000; 1,167 units at $171.38
Cash deferral into phantom units	Elective deferral of cash fees into phantom units	Allocated June 1 & Dec 1, 2024 based on closing prices	718 units total
Clawback	Company may cancel outstanding equity awards for directors violating the Global Code, non-compete, or engaging in gross misconduct	Ongoing	Policy applies to non-employee directors
Hedging/Pledging	Prohibited for directors; limited trading windows with pre-clearance	Ongoing	Alignment and risk controls

No options or performance-based PSU metrics are disclosed for non-employee directors; equity is time-based phantom units with governance safeguards .

Other Directorships & Interlocks

Company	Relationship to PepsiCo	Interlock/Conflict Notes
American Express Company	None disclosed	No PepsiCo interlocks disclosed with American Express; independence affirmed
SciClone Pharmaceuticals (Holdings) Limited (until 2024)	None disclosed	No conflicts disclosed

Expertise & Qualifications

Health, wellness, and regulatory expertise from leading Novartis in highly regulated markets; corporate governance and global operations experience .
Human capital and succession planning experience; strategy development and marketing leadership .

Equity Ownership

Metric	Value	As-of	Notes
Beneficial ownership (shares)	14,011	Feb 27, 2025	Per Ownership of Officers and Directors table
Phantom units held	71,550	Feb 27, 2025	Director Deferral Program balances
Total (shares + phantom units)	85,561	Feb 27, 2025	Aggregate holdings
Shares pledged	None	Feb 27, 2025	No shares are subject to pledge per table notes
Director ownership guideline	$600,000 minimum	Ongoing	Five times annual cash retainer; all directors have met or are on track

Governance Assessment

Board effectiveness: Vasella serves on two core committees (Compensation; Nominating & Corporate Governance), enhancing oversight of pay, succession, governance, and board evaluation processes . Independence is affirmed and attendance standards were met in 2024; he attended the Annual Meeting, supporting engagement and effectiveness .
Alignment and safeguards: Compensation mix emphasizes equity via phantom units, with elective cash deferral into stock equivalents; strong guardrails include clawbacks and prohibitions on hedging/pledging, reinforcing investor alignment and risk control .
Ownership: Meaningful direct ownership plus substantial phantom units (14,011 shares; 71,550 phantom units) and compliance with director ownership guidelines indicate skin-in-the-game .
Conflicts/related party: No related person transactions involving Vasella are disclosed; the related-party items highlighted involve another director, with Board concluding no impairment to independence for that director . Ongoing annual review of director commitments and limits on outside boards mitigate overboarding risk .
Potential red flags: Long tenure (since 2002) can raise entrenchment questions in some governance frameworks, but PepsiCo employs mandatory retirement at 75 and robust board refresh processes and assessments; five nominees joined since 2020, indicating active refreshment .