Dina Dublon

About Dina Dublon

Independent director at PepsiCo since 2005 (age 71). Former EVP and CFO of JPMorgan Chase & Co. (1998–2004) with responsibilities for global financial management, corporate treasury, tax and investor relations. Prior roles included corporate treasurer, MD of the financial institutions division and head of asset-liability management. Current committee memberships: Compensation; Sustainability and Public Policy. Other current public board: T. Rowe Price Group, Inc.

Past Roles

Organization	Role	Tenure	Notes
JPMorgan Chase & Co.	Executive Vice President & Chief Financial Officer	1998–2004	Responsible for global financial management, corporate treasury, tax, investor relations
JPMorgan/Predecessors	Corporate Treasurer; MD, Financial Institutions; Head of Asset-Liability Mgmt	Not disclosed	Senior finance and risk roles prior to CFO
Harvard Business School	Faculty	Not disclosed	Former faculty member

External Roles

Organization	Role	Tenure	Committees/Impact
T. Rowe Price Group, Inc.	Director	Current	Public company directorship
Motive Capital Corp II	Director	Through 2023	Prior SPAC directorship in last 5 years
Motive Capital Corp	Director	Through 2022	Prior SPAC directorship in last 5 years
Microsoft; Accenture; Deutsche Bank AG	Director	Prior (years not disclosed)	Large-cap board experience
Ernst & Young LLP	Independent Audit Quality Committee member	Current	Audit quality oversight experience
Columbia University Mailman School of Public Health	Chair, Board of Advisors	Current	Chairs advisory board
The Hastings Center; Westchester Land Trust	Director	Current	Non-profit governance roles

Board Governance

Independence: Board affirmed all non-management director nominees, including Dublon, are independent under SEC/Nasdaq rules .
Committee assignments: Compensation; Sustainability and Public Policy (SPP) .
Compensation Committee details: Met 4 times in 2024; chaired by Cesar Conde; members include Dublon, David C. Page, Robert C. Pohlad, Daniel Vasella; engages FW Cook as independent advisor; no interlocks or related-person transactions among members requiring disclosure, other than Pohlad’s limited relationships reviewed and deemed not impairing independence .
Attendance: In 2024, Board held 5 meetings; committees held 19 meetings in aggregate; no incumbent director attended fewer than 75% of Board and applicable Committee meetings; all 15 directors attended the 2024 Annual Meeting .
Executive sessions: Regular executive sessions of independent directors at Board and Committee meetings .
Risk oversight alignment: Board and committees oversee enterprise risks; SPP oversees climate and sustainability; Compensation oversees comp risk; Audit oversees financial/compliance risks and related-person transactions .

Fixed Compensation

Component	Amount	Details
Annual cash retainer (2024)	$120,000	Paid in arrears in June and December 2024
Annual equity retainer (2024)	$200,000	Granted as immediately vested phantom units; 1,167 units on Oct 1, 2024 at $171.38 closing price
Committee chair fees	$40,000 (Audit/Comp); $30,000 (NCG/SPP); $50,000 Presiding Director	Dublon is not a chair, so no additional chair fee
2024 PepsiCo Foundation matching gifts (other comp)	$30,310	Matching capped at $10,000; temporarily increased by $20,000 during 2024 giving campaign

2024 total director compensation for Dublon: Cash $120,000; Stock awards $200,000; All other comp $30,310; Total $350,310 .

Performance Compensation

Non-employee director pay is retainer-based; no performance-conditioned awards or bonus metrics disclosed for directors .
Governance features:
- Shareholder-approved caps: $500,000 for annual equity, $500,000 annual cash, $500,000 initial awards per director per year .
- Stock ownership requirement: ≥$600,000 (5x annual cash retainer); 5-year compliance window; all directors have met or are on track .
- Clawbacks: LTI plans permit cancellation of director equity awards for Global Code violations, non-compete violations, or gross misconduct .
- Hedging/pledging prohibited; limited trading windows and preclearance required .

Other Directorships & Interlocks

Company	Relationship	Potential Interlock/Conflict
T. Rowe Price Group, Inc.	Current public board	No PepsiCo-related party transactions disclosed regarding Dublon; Compensation Committee disclosed no related-person transactions for members except Pohlad, which were reviewed and deemed not impairing independence
Motive Capital Corp I/II	Prior SPAC boards	Not active; no conflicts disclosed
Microsoft; Accenture; Deutsche Bank AG	Prior boards	Historical roles; no current interlocks disclosed

Expertise & Qualifications

Deep financial, accounting, strategic and banking expertise; capital markets operations; risk management insights from JPMorgan CFO tenure .
Perspectives on emerging markets, public policy and sustainability from non-profit governance roles .
Audit quality oversight experience (E&Y independent audit quality committee) .

Equity Ownership

Holder	Shares Beneficially Owned	Phantom Units in Deferral Programs	Total
Dina Dublon	2,455	43,025	45,480

Notes:

Phantom units are immediately vested and generally payable after the first anniversary post-retirement/resignation or later at director election; dividend equivalents reinvested in additional phantom units .
Hedging/pledging of PepsiCo stock prohibited for directors; limited trading windows with clearance .
Directors must hold stock equal to ≥$600,000; all have met or are on track within five years .

Recent Insider Trades (Form 4)

Transaction Date	Type	Quantity	Price	Post-Transaction Ownership	SEC Link
2025-10-01	Award (phantom units/common)	1,397.2334	$143.14	48,178.622	https://www.sec.gov/Archives/edgar/data/77476/000116019325000006/0001160193-25-000006-index.htm
2025-09-30	Award (phantom units/common)	1,695.9203	$0.00	46,781.3886	https://www.sec.gov/Archives/edgar/data/77476/000116019325000006/0001160193-25-000006-index.htm
2024-10-01	Award (phantom units/common)	1,166.9973	$0.00	45,085.4683	https://www.sec.gov/Archives/edgar/data/77476/000162828024042114/0001628280-24-042114-index.htm
2024-09-30	Award (phantom units/common)	1,260.2611	$164.93	43,918.471	https://www.sec.gov/Archives/edgar/data/77476/000162828024042114/0001628280-24-042114-index.htm
2023-10-01	Award (phantom units/common)	1,182.2427	$0.00	42,658.2099	https://www.sec.gov/Archives/edgar/data/77476/000120919123051474/0001209191-23-051474-index.htm
2023-09-30	Award (phantom units/common)	1,034.2668	$169.44	41,475.9672	https://www.sec.gov/Archives/edgar/data/77476/000120919123051474/0001209191-23-051474-index.htm

Shareholder Voting Outcomes (2025)

Item	For	Against	Abstain	Broker Non-Votes
Dublon – Director election	958,176,375	45,833,155	2,574,857	175,136,261
Advisory approval of executive compensation (Say-on-Pay)	866,270,459	131,062,509	9,251,419	175,136,261
Ratification of KPMG (FY2025)	1,093,424,839	85,680,360	2,615,449	—

Governance Assessment

Strengths:
- Financial governance acumen (former JPMorgan CFO), risk management, and capital markets expertise align with Compensation and SPP committee oversight needs .
- Strong independence practices (100% independent committees; regular executive sessions; prohibition on hedging/pledging; clawbacks) bolster investor confidence .
- Robust attendance across Board/Committees in 2024; no incumbent below 75%; signals engagement .
- Shareholder support: strong “For” vote for Dublon’s re-election and a solid Say‑on‑Pay approval rate, indicating general confidence in governance and pay practices .
Potential Watch Items:
- Long tenure (since 2005) can raise entrenchment concerns; Board mitigates via refreshment policies, mandatory retirement age of 75, and ongoing succession planning for committee chairs and Presiding Director .
- No related-party transactions disclosed for Dublon; Compensation Committee explicitly notes no member relationships requiring disclosure other than Pohlad, which were reviewed for independence—reducing conflict risk .
Compensation Committee practices:
- FW Cook engaged as independent advisor; committee assessed independence and conflicts per SEC/Nasdaq criteria; no conflicts found .
- Executive officer cash severance policy adopted in 2024 (shareholder ratification threshold >2.99x salary+target bonus) reflects pay discipline and risk control—relevant to committee oversight where Dublon serves .

Overall, Dublon’s profile indicates high governance credibility: deep financial oversight expertise, independent posture, consistent engagement, and alignment via meaningful stock/phantom unit holdings under strict no-hedging rules and ownership requirements .