Edith Cooper

About Edith W. Cooper

Independent director of PepsiCo since 2021; age 63 as of March 28, 2025. Cooper spent over two decades at The Goldman Sachs Group, including Executive Vice President and Global Head of Human Capital Management (2011–2017) and Managing Director and Global Head of Human Capital Management (2008–2011); she is currently a Senior Director at Goldman Sachs. Earlier roles include derivative sales at Morgan Stanley (1991–1996) and Bankers Trust Company (1986–1991); she co‑founded Medley, a professional development community, in 2020. Core credentials: human capital leadership, talent development, and financial services experience; current public company board service at Amazon.com, Inc. .

Past Roles

Organization	Role	Tenure	Committees/Impact
The Goldman Sachs Group, Inc.	Executive Vice President & Global Head, Human Capital Management	2011–2017	Led recruiting and talent development at scale
The Goldman Sachs Group, Inc.	Managing Director & Global Head, Human Capital Management	2008–2011	Human capital strategy and governance experience
Morgan Stanley	Derivative Sales	1991–1996	Markets and sales leadership
Bankers Trust Company	Derivative Sales	1986–1991	Markets and sales leadership
Medley	Co‑founder	Founded 2020	Community for personal/professional growth

External Roles

Organization	Role	Tenure	Committees/Impact
Amazon.com, Inc.	Director	Current	Not disclosed
MSD Acquisition Corp	Director	Until 2023	Not disclosed
EQT AB	Director	Until 2022	Not disclosed
Slack Technologies, Inc.	Director	Until 2021	Not disclosed
Etsy, Inc.	Director	Until 2021	Not disclosed
Museum of Modern Art	Director	Current (non‑profit)	Not disclosed
Smithsonian National Museum of African American History and Culture	Director	Current (non‑profit)	Not disclosed
Mount Sinai Hospital	Director	Current (non‑profit)	Not disclosed

Board Governance

Committee assignments: Audit Committee member; not designated chair or audit committee financial expert .
Board independence: Determined independent under SEC and Nasdaq rules; one of 14 independent nominees .
Attendance/engagement: In FY2024, the Board met 5 times and Committees met 19 times; no incumbent director attended fewer than 75% of applicable meetings; all 15 directors attended the 2024 Annual Meeting . Executive sessions of independent directors held at all regularly scheduled Board meetings .
Audit Committee activity: Met 7 times in 2024; oversees financial reporting integrity, internal control, compliance, risk processes, and related‑person transactions .

Fixed Compensation (Non‑Employee Director – FY2024)

Component	Amount	Notes
Annual cash retainer	$120,000	Standard non‑employee director retainer
Annual equity retainer (phantom units)	$200,000	Issued as immediately‑vested phantom stock units; payable after board departure; dividend equivalents reinvested
Committee/Chair fees	$0	Not a Committee Chair or Presiding Director; chair fee schedule listed for reference
Meeting fees	None	No meeting fees for directors
All other compensation	$30,310	Primarily PepsiCo Foundation matching gifts
Total	$350,310	Sum of cash, equity, and other compensation

Initial share grant: 1,000 shares upon joining the Board; immediately vested but must be held until departure .

Performance Compensation

Award	Grant Date	Units/Shares	Vesting/Payment	Performance Metrics
Phantom stock units (annual equity retainer)	October 1, 2024	1,167 units (=$200,000 / $171.38 closing price)	Immediately vested; payable after retirement/resignation or later date; dividend equivalents reinvested	None disclosed for directors; program described as fixed retainers rather than performance‑conditioned awards

Other Directorships & Interlocks

Company	Category	Potential Interlock
Amazon.com, Inc.	Customer/technology platform; external public board	Current service noted; PepsiCo’s Related Person Transactions disclosures do not identify any transactions involving Ms. Cooper; Audit Committee reviews related‑party transactions .

Expertise & Qualifications

Human capital management leadership (Goldman Sachs); board‑level governance and executive compensation experience across industries .
Financial services and sales leadership background (Morgan Stanley, Bankers Trust) .
Non‑profit board experience (MoMA, Smithsonian NMAAHC, Mount Sinai) supports public policy and stakeholder engagement perspectives .

Equity Ownership

Metric	Amount
Beneficial ownership (Common Stock)	1,075 shares
Phantom units held (director deferral programs)	5,913 units
Total (shares + phantom units reported)	6,988
Ownership as % of outstanding	Directors and executive officers as a group beneficially own <1% of shares
Stock ownership guideline	Required minimum $600,000 (5× cash retainer); 5‑year compliance window; all non‑employee directors have met or are on track
Hedging/pledging	Prohibited for directors and employees under Global Code of Conduct and Insider Trading Policy

Governance Assessment

Board effectiveness: Independent Audit Committee membership and robust remit (financial reporting, compliance, risk, and related‑party review) bolster oversight; committee met 7 times in 2024 . Independence affirmed for Ms. Cooper .
Alignment: Fixed cash and equity retainer structure with mandatory stock ownership guidelines and hedging/pledging prohibitions supports shareholder alignment; initial share grant and phantom units reinforce long‑term orientation .
Attendance/engagement: Board‑wide attendance threshold met; executive sessions at all regular meetings; positive engagement signal .
Conflicts/related‑party exposure: Proxy discloses related transactions involving other parties; none identified for Ms. Cooper; Audit Committee oversees and pre‑approves limited transactions per policy .
RED FLAGS: None disclosed specific to Ms. Cooper (no low attendance, no related‑party transactions, no pledging/hedging; director pay structure does not include meeting fees or retirement benefits) .