David Flavell

About David Flavell

Executive Vice President, General Counsel and Corporate Secretary of PepsiCo; appointed to this role effective March 1, 2021 after joining PepsiCo in 2011. He oversees PepsiCo’s global legal affairs and corporate governance and previously served as Deputy General Counsel and Chief Compliance & Ethics Officer; earlier roles include General Counsel for Frito-Lay North America and PepsiCo’s AMEA/Latin America businesses, and prior in-house and law-firm positions at Danone, Fonterra, and Corrs Chambers Westgarth. He holds an honours degree in Law and a Bachelor of Economics from Monash University (Australia) . Company performance context during his tenure includes strong multi‑year EPS growth as a key compensation metric and rising GAAP net income as disclosed in PepsiCo’s pay‑versus‑performance table .

Metric	2020	2021	2022	2023	2024
GAAP Net Income ($USD Millions)	7,175	7,679	8,978	9,155	9,626
Company-Selected Measure: Core Constant Currency EPS Growth (%)	10%	12%	11%	14%	9%

Past Roles

Organization	Role	Years	Strategic impact
PepsiCo	EVP, General Counsel & Corporate Secretary	Appointed Mar 1, 2021	Oversees global legal affairs and governance; Corporate Secretary for SEC filings and shareholder meetings
PepsiCo	Deputy General Counsel; Chief Compliance & Ethics Officer	Pre‑2021	Led global Compliance & Ethics, data privacy/cybersecurity, global M&A; managed ~400 professionals globally
PepsiCo	General Counsel, Frito‑Lay North America; AMEA & Latin America	Pre‑2021	Provided legal leadership across core NA snacks and international segments
Danone	General Counsel, Asia Pacific & Middle East	Pre‑2011	Led regional legal function (Shanghai-based), cross‑border M&A and compliance
Fonterra Co‑operative Group	Senior in‑house legal roles	Pre‑2011	Managed legal issues across developed/emerging markets
Corrs Chambers Westgarth	Corporate & antitrust partner	First 11 years of career	Advised on corporate and competition law; foundation for global M&A specialization

External Roles

Organization	Role	Years	Strategic impact
World Economic Forum	Profiled executive (biography page)	Ongoing	Global legal/compliance leadership visibility; cross‑regional experience highlighted

Fixed Compensation

Individual salary, target bonus, and grant-date values for Mr. Flavell are not disclosed in PepsiCo’s NEO tables; the 2024/2025 proxies list NEOs as CEO, CFO, and certain business unit leaders, and Mr. Flavell is not among the NEOs shown in the Summary Compensation Table .
Compensation framework for executive officers emphasizes at‑risk pay with annual incentives and multi‑year long‑term incentives (see Performance Compensation) .

Performance Compensation

PepsiCo’s executive LTI design (applies to executive officers, including the General Counsel) blends performance stock units (PSUs) and a Long‑Term Cash (LTC) award with explicit metrics, weightings, and payout curves.

Incentive Type	Metric	Weighting	Target/Payout Range	Vesting/Performance Period	Notes
PSUs (equity)	Core Constant Currency EPS Growth (3‑yr average of annual rates)	50%	0–200% of target	3‑year performance; vests at 3 years subject to performance	Focuses on profitability, expense control, and sustained earnings quality
PSUs (equity)	Organic Revenue Performance (3‑yr average of annual rates)	50%	0–200% of target	3‑year performance; vests at 3 years subject to performance	Emphasizes top‑line growth and return enhancement
Long‑Term Cash (LTC)	Relative TSR vs. proxy peer group (3‑yr)	100%	0–200% of target; above‑target requires positive 3‑yr TSR	3‑year performance	Reinforces shareholder value creation via relative TSR

Key vesting, holding, and plan terms:

Standard vesting: annual LTI awards vest over three years; PSUs/LTC remain subject to performance; retirement eligibility allows pro‑rata vesting between ages 55–61 with 10+ years’ service, and full vesting at age 62+ with 10+ years (performance still applies) .
Change‑in‑control: “double‑trigger” vesting—unvested equity and LTC vest at target if terminated without cause or for good reason within two years post‑CIC or if awards are not assumed by acquirer .
Share retention: executives must hold at least 50% of net shares from PSU vesting; option sale proceeds above 20% annual cap must be held in stock for one year (executives who meet ownership guidelines are exempt) .
Option usage: PepsiCo grants options to employees generally, but executive officers do not receive stock options; no option grants to NEOs in 2024 .

Equity Ownership & Alignment

Topic	Detail
Beneficial ownership	As of Feb 27, 2025, current directors and executive officers as a group beneficially owned less than 1% of outstanding shares; Mr. Flavell is not individually listed in the table of named individuals .
Stock ownership guidelines	Executives must own a multiple of salary; unexercised options and unvested PSUs/RSUs do not count; five‑year compliance window; all executive officers have met or are on track to meet requirements .
Retention/holding	Required to hold 50% of net shares from PSU payouts; option exercise proceeds above 20% cap retained in stock for at least one year (exempt if meeting guidelines) .
Hedging/pledging	Prohibited from hedging, short sales, margin accounts, or pledging PepsiCo securities; strict trading windows with pre‑clearance .
Option exposure	Executive officers do not receive stock options under current practice; reduces option‑driven selling pressure; no option grants to NEOs in 2024 .

Employment Terms

Provision	Summary
Employment agreement	None; PepsiCo states NEOs (and executive officers) do not have employment contracts; terminations addressed case‑by‑case .
Cash severance policy	Shareholder ratification required for any new executive agreement exceeding 2.99x base salary + target bonus (or 3‑yr average actual bonus if greater) in “cash severance benefits” .
Change‑in‑control (CIC)	Double‑trigger vesting for unvested equity and LTC (target performance) upon qualifying termination within 2 years post‑CIC or if awards not assumed .
Clawback	Robust clawbacks for detrimental behavior (violations of non‑compete/non‑solicit/non‑disclosure or misconduct) and a Dodd‑Frank‑compliant Compensation Recovery Policy effective Oct 2, 2023 requiring recovery of erroneously awarded incentive pay over the three years prior to any restatement, regardless of misconduct .
Trading windows	Executives may only trade during approved windows after mandatory clearance .

Performance, Track Record, and Execution Risk

Governance and disclosure leadership: As Corporate Secretary, Mr. Flavell signs SEC filings and oversees proxy processes, reinforcing governance rigor and disclosure controls .
Pay‑for‑performance linkage in programs he administers: PSU metrics delivered maximum payouts for the 2022 PSU cycle due to 3‑year EPS growth (11.2%) and organic revenue performance (8.6%) above max targets—illustrating alignment between long‑term incentives and operating performance .
Company performance backdrop: Net income expanded from $7.2B (2020) to $9.6B (2024), while Core Constant Currency EPS Growth ranged 9–14% annually over 2020–2024 .

Additional Signals on Vesting and Selling Pressure

PSU-centric equity with mandatory post‑vest holding curbs near‑term selling; executive officers currently do not receive options, further limiting option‑related liquidity events .
Retirement provisions create predictable vesting overhangs (pro‑rata at 55–61 with 10+ years; full at 62+), but performance gates remain in place until certification .

Investment Implications

Alignment: Strong—multi‑year PSU metrics (EPS growth and organic revenue) and LTC relative TSR directly tie realized pay to growth and shareholder returns; strict hedging/pledging bans and ownership/holding requirements further align incentives .
Retention risk: Moderate‑low—no guaranteed severance or employment contract, but meaningful at‑risk LTI with retirement‑eligibility features encourages tenure; severance policy caps extreme cash packages (>2.99x) without shareholder ratification, limiting moral hazard while preserving flexibility .
Trading/selling pressure: Low—absence of new option grants to executive officers and mandatory holding of PSU net shares mitigate forced selling dynamics around vest dates .
Governance quality: High—double‑trigger CIC, robust clawbacks (including no‑fault restatement recovery), limited trading windows and pre‑clearance, and responsible equity grant practices support risk mitigation and long‑term orientation .

Sources and Role Confirmation

Appointment and responsibilities: PepsiCo press release (Jan 28, 2021); PepsiCo leadership profile; World Economic Forum bio .
Corporate Secretary role in filings/meetings: 8‑K signatures and proxy notices .
Compensation framework, metrics, vesting, ownership, hedging/pledging, severance/CIC/clawback: PepsiCo DEF 14A (2025, 2024, 2023, 2022, 2021) .