Ian Cook

About Ian Cook

Ian Cook is PepsiCo’s independent Presiding Director; he has served on the Board since 2008 and is age 72 . The Board re-elected him as Presiding Director in February 2025 for a term extending to the 2027 Annual Meeting, consistent with the Board’s succession and retirement guidelines (mandatory retirement age 75) . The Board has affirmatively determined he is independent under SEC and Nasdaq rules .

Past Roles

Organization	Role	Tenure	Notes
Colgate-Palmolive Company	Chairman	2009–2019	Led multinational consumer products company
Colgate-Palmolive Company	Executive Chairman	2019–2020	Retired in 2020
Colgate-Palmolive Company	President & CEO	2007–2018	Operational leadership with global risk oversight
Colgate-Palmolive Company	President & COO	2005–2007	Responsible for worldwide operations
Colgate-Palmolive Company	EVP, North America & Europe	2002–2004	Senior management roles across geographies

External Roles

Organization	Role	Committees/Impact
Memorial Sloan Kettering Cancer Center	Board member (non-profit)	Civic/healthcare governance
New Visions for Public Schools	Board member (non-profit)	Education-focused governance
Caramoor Center for Music and the Arts	Board member (non-profit)	Arts-focused governance
Colgate-Palmolive Company	Director (public company)	Prior public board; service until 2020

Board Governance

Committee assignment: Nominating & Corporate Governance Committee (member; not Chair) .
Presiding Director responsibilities: approves Board agendas and schedules, presides over executive sessions, liaises with independent directors, can call meetings of independent directors, and is available for consultation with major shareholders upon request .
Engagement: regularly communicates with the Chairman/CEO and senior management; represents the Board in shareholder communications (including sustainability matters) .
Independence and attendance: Board determined Cook is independent; in 2024 no incumbent director attended fewer than 75% of Board/Committee meetings and all 15 directors attended the 2024 Annual Meeting .

2025 Shareholder Support (Director Election)

Item	For	Against	Abstain
Ian Cook re-election (May 7, 2025)	960,434,436	43,384,316	2,765,635

Fixed Compensation

Component (2024)	Amount	Notes
Annual cash retainer	$120,000	Standard non-employee director retainer
Presiding Director cash premium	$50,000	Additional annual cash retainer for Presiding Director
Total cash (Ian Cook)	$170,000	Fees earned/paid in cash
Equity retainer (phantom units)	$200,000	Granted October 1, 2024 in phantom units; immediately vested
All other compensation	$30,310	PepsiCo Foundation matching gifts and related items
Total compensation (Ian Cook)	$400,310	Sum of 2024 compensation

Program features:

No meeting fees; no director retirement plan; no life/medical insurance benefits for directors .
Shareholder-approved caps: max $500k annual equity awards, $500k annual cash retainers, $500k one-time initial awards per director under LTI Plan .

Performance Compensation

Award Type	Grant Date	Units/Shares	Grant-Date Fair Value	Vesting	Payout/Deferral Terms
Phantom stock units (annual director equity)	Oct 1, 2024	1,167 units	$200,000	Immediately vested	Payable after first anniversary of retirement/resignation (or later date elected)

Directors may elect to defer cash compensation into phantom units; dividend equivalents on phantom units are reinvested .
No performance metrics (e.g., TSR, EPS) are tied to director equity; director equity is time-based phantom units granted annually .

Other Directorships & Interlocks

Company	Current Role	Prior Role	Potential Interlock/Conflict
Colgate-Palmolive Company	None	Director (until 2020)	None disclosed at PepsiCo

No related-person transactions were disclosed for Ian Cook; related-person transactions in 2024 pertained to other parties (e.g., Robert C. Pohlad’s sports/franchise interests) and were deemed immaterial to independence by the Board .

Expertise & Qualifications

Deep consumer products and global operating leadership; 12 years as CEO of Colgate-Palmolive with direct risk management and oversight experience .
Finance, brand-building, corporate governance, human capital management, talent development, and succession planning expertise .
Recognized by the Board for strong independent leadership; re-elected Presiding Director in 2025 .

Equity Ownership

Holder	Common Shares Beneficially Owned	Phantom Units Held	Total Units/Shares
Ian Cook	3,569	41,583	45,152

Alignment and policies:

Director stock ownership guideline: at least $600,000 (5× annual cash retainer); all non-employee directors have met or are on track within five years of appointment .
Prohibition on hedging and pledging of PepsiCo stock and options applies to directors .

Governance Assessment

Board effectiveness: Cook’s Presiding Director role strengthens independent oversight (agenda/schedule approval, executive session leadership, risk oversight process coordination) and facilitates direct investor engagement—supportive of investor confidence .
Independence and attendance: Affirmed independent; Board/Committee attendance thresholds met company-wide; full director attendance at 2024 Annual Meeting .
Shareholder support: Strong 2025 re-election vote (960.4M for vs. 43.4M against); company say-on-pay received substantial support (866.3M for vs. 131.1M against) indicating broader investor alignment with governance and compensation practices .
Compensation alignment: Balanced cash ($170k including Presiding premium) and equity ($200k phantom units) with shareholder-approved caps and stringent ownership requirements; no meeting fees or perquisite-heavy benefits—reduces misalignment risk .
Conflicts and related-party exposure: No related-person transactions disclosed for Cook; Board maintains rigorous related-person transaction review via Audit Committee .
Policies and safeguards: Robust clawback policy applicable to directors; prohibition on hedging/pledging; independent committees; regular executive sessions—all consistent with best practices .

RED FLAGS: None identified specific to Ian Cook in 2024–2025 disclosures. Notable transition signal is planned retirement timeline by 2027 consistent with age policy, underscoring Board succession planning continuity rather than a governance risk .