David Page

About David C. Page

David C. Page, MD, is an independent director of PepsiCo, serving since 2014 (age 68). He is a professor of biology at MIT and the Whitehead Institute and an investigator at the Howard Hughes Medical Institute, with research focused on genetic and molecular differences between males and females in health and disease. The Board affirms his independence under SEC and Nasdaq rules.

Past Roles

Organization	Role	Tenure	Committees/Impact
Whitehead Institute for Biomedical Research	Director and President	2005–2020	Led scientific programs in cancer, genetics/genomics, developmental biology, stem cells, and regenerative medicine
Massachusetts Institute of Technology (MIT)	Professor of Biology	Ongoing	Academic leadership and research profile recognized with major scientific honors
Howard Hughes Medical Institute	Investigator	Ongoing	Research leadership and grant stewardship

External Roles

Organization	Role	Tenure	Committees/Impact
Harvard Medical School & Harvard School of Dental Medicine	Chair, Visiting Committee	Ongoing	External oversight and advisory leadership
Other Public Company Directorships	None (Current)	—	No current public company board roles disclosed

Board Governance

Committee assignments: Member, Compensation Committee; Member, Sustainability and Public Policy Committee. No chair roles.
Independence: Board determined all non-management director nominees, including Dr. Page, are independent under SEC and Nasdaq rules.
Attendance: In FY2024, the Board held 5 meetings and Committees held 19 in aggregate; no incumbent director attended fewer than 75% of applicable meetings; all 15 directors attended the 2024 Annual Meeting.
Executive sessions: Independent directors held regularly scheduled executive sessions at all Board meetings and regular executive sessions by each Committee.
Committee cadence and scope: Compensation Committee met 4 times in 2024 and oversees executive pay policies, director compensation, stock ownership guidelines, and consultant independence (FW Cook engaged; no conflicts). SPP Committee met 4 times in 2024 and oversees sustainability, inclusion, public policy, and political activities.

Fixed Compensation

Component	FY 2024 Amount	Notes
Annual cash retainer	$120,000	Paid in arrears; optional deferral to phantom units (Dr. Page did not elect deferral in 2024)
Committee chair fees	$0	Not a chair; chair fees are $40,000 (Audit/Comp) or $30,000 (NCG/SPP); Presiding Director $50,000
All other compensation	$20,310	PepsiCo Foundation matching gifts and gifts (matching for Dr. Page totaled $20,000)
Total cash/other	$140,310	Sum of cash retainer and other compensation

Performance Compensation

Equity Element	Grant Date	Units/Shares	Fair Value	Vesting/Payment	Notes
Annual equity retainer (phantom units)	Oct 1, 2024	1,167 units	$200,000	Units immediately vested; payable after Board departure per program (first day of the calendar quarter following first anniversary of retirement/resignation, or later date elected)	Dividend equivalents reinvested; equity retainer maintained at $200,000 for 2024
Initial share grant upon joining Board	Upon appointment	1,000 shares	—	Immediately vested; must be held until leaving the Board	Applies to all newly appointed non-employee directors

No stock options or performance share units are reported for directors; equity compensation is delivered as phantom stock units with time-based vesting and deferred payment.

Other Directorships & Interlocks

Category	Detail
Current public company boards	None
Compensation Committee interlocks	None disclosed for Dr. Page; Committee members were not officers/employees; no related person transactions requiring disclosure for any member other than Mr. Pohlad (addressed separately by Board)
Related-party transactions	None disclosed for Dr. Page; Board’s policy requires Audit Committee review of transactions >$120,000 involving related persons; Board affirmed independence determinations after review

Expertise & Qualifications

Scientific and research leadership: MIT professor, former Whitehead Institute Director/President; HHMI investigator; honors include MacArthur Fellowship and major scientific awards, with memberships in National Academy of Sciences and National Academy of Medicine.
Public policy and health oversight: Chairs Harvard Medical School Visiting Committee; contributes governance insights to sustainability/public policy oversight at PepsiCo.

Equity Ownership

Holder	Shares Beneficially Owned	Phantom Units Held in Deferral Programs	Pledged?
David C. Page	1,000	18,344	None pledged (Company states none of the shares listed are subject to pledge)

Ownership requirements: Non-employee directors must own at least $600,000 in PepsiCo stock (5x cash retainer); five-year compliance window; all non-employee directors have met or are on track.

Governance Assessment

Positive signals:
- Independence affirmed; dual committee service (Compensation and SPP) supports board effectiveness across pay oversight and sustainability/public policy.
- Strong attendance and engagement standards met in 2024; regular independent executive sessions reinforce oversight quality.
- Director pay structure emphasizes equity alignment through phantom units, with rigorous stock ownership requirements and clawback, anti-hedging/anti-pledging policies applicable to directors.
- Compensation Committee uses independent advisor FW Cook; independence and conflicts reviewed with no issues.
Potential risks/RED FLAGS:
- None disclosed specific to Dr. Page (no related-party transactions; no interlocks; no pledging).
Program features relevant to investor confidence:
- Annual equity retainer in phantom units (1,167 units in 2024 at $171.38 close) aligns incentives over the long term; equity payable after service ends; no meeting fees or director retirement benefits.
- Board maintains majority-vote director election with a resignation policy; 2024 guideline amendments explicitly consider prior shareholder vote levels—enhancing accountability.

Compensation Committee Analysis

Committee composition and cadence: 4 meetings in 2024; chaired by Cesar Conde; Dr. Page is a member.
Advisor independence: FW Cook engaged; Committee determined no conflicts after evaluating SEC/Nasdaq independence and conflict factors.
Oversight cycle: Sets performance targets (executives), reports director compensation/ownership guidelines, establishes peer groups for benchmarking, and reviews clawback/stock ownership policies as needed.

Director Compensation (FY 2024)

Metric	Amount
Fees Earned or Paid in Cash ($)	$120,000
Stock Awards ($)	$200,000
All Other Compensation ($)	$20,310
Total ($)	$340,310

Board Governance (Committee Meetings & Attendance, FY 2024)

Item	Count/Status
Board meetings held	5
Total Committee meetings (aggregate)	19
Compensation Committee meetings	4
Sustainability & Public Policy Committee meetings	4
Director attendance threshold met (≥75%)	Yes (no incumbent below 75%)
2024 Annual Meeting attendance	All 15 directors attended

Policy Features Affecting Governance Quality

Clawback policy applicable to directors and executives; prohibition on hedging/pledging of Company stock; rigorous stock ownership requirements; regular executive sessions of independent directors; 100% independent Board Committees; Presiding Director duties mirror lead director best practices.