Dina Dublon
PEPSICOAbout 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)
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
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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 .