Jennifer Bailey

About Jennifer Bailey

Jennifer Bailey, age 62, has been an independent director of PepsiCo since 2023 and serves on the Audit Committee. She is Vice President, Internet Services, Apple Pay at Apple Inc., leading Apple Pay, Apple Wallet, Apple Card, Apple Cash, Tap to Pay on iPhone, and Apple Gift Cards; previously VP, WW Online Stores at Apple (2003–2014), SVP Online Services at myCFO (1999–2001), and SVP Netcenter at Netscape (1995–1999). She served on the American Red Cross Board of Governors from 2015 to 2024; she has no current or prior public company directorships in the past five years .

Past Roles

Organization	Role	Tenure	Committees/Impact
Apple Inc.	Vice President, Internet Services, Apple Pay	2014–present	Oversaw launches and global expansion of Apple Pay, Wallet, Card, Cash, Tap to Pay on iPhone, and Gift Cards
Apple Inc.	Vice President, WW Online Stores	2003–2014	Led global online commerce operations
myCFO	Senior Vice President, Online Services & Operations	1999–2001	Led online services for financial services firm
Netscape Communications	Senior Vice President, Netcenter	1995–1999	Ran portal/online services business

External Roles

Organization	Role	Tenure	Notes
American Red Cross	Board of Governors	2015–2024	U.S.-based nonprofit governance role
Public company boards	—	—	None currently or in past five years

Board Governance

Independence: The Board affirmatively determined all non-management nominees, including Jennifer Bailey, are independent under SEC and Nasdaq rules .
Committee assignments: Audit Committee member; the Committee met seven times in 2024 and is composed solely of independent directors. Audit Chair: Alberto Weisser; financial experts designated: Segun Agbaje, Susan M. Diamond, Alberto Weisser (Bailey is not designated a financial expert) .
Attendance: In 2024, the Board held 5 meetings and Committees held 19 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: Independent directors met in executive session at all regularly scheduled Board meetings; each Committee also holds regular executive sessions .

Fixed Compensation

Component (FY2024)	Amount ($)	Notes
Annual cash retainer	120,000	Director program maintained cash retainer at $120,000 for 2024
Annual equity retainer (phantom units)	200,000	Granted as immediately vested phantom units; payable post-board service
Committee chair fees	N/A	Audit/Comp Chair +$40k; NCG/SPP Chair +$30k; Presiding Director +$50k (Bailey not a chair)
Meeting fees	None	No meeting fees; expenses reimbursed; no director retirement/medical benefits
Total (reported)	320,000	Fees $120,000; Stock awards $200,000; All other comp —

Performance Compensation

Equity Award	Grant Date	Units/Shares	Fair Value ($)	Vesting/Payment	Performance Metrics
Annual equity retainer (phantom units)	Oct 1, 2024	1,167 units	200,000	Immediately vested; payable first day of the calendar quarter following first anniversary of retirement/resignation or later date selected	None; director equity retainer is not performance-based
Cash retainer deferral (phantom units)	Jun 1 & Dec 1, 2024	718 units total	120,000 (cash converted)	Deferral into phantom units; units determined using closing prices $171.23 and $163.05	None; voluntary cash deferral

Notes:

Directors may elect to defer cash compensation into phantom units; dividend equivalents are reinvested into additional phantom units .
No stock options or PSUs are provided to non-employee directors under the program; compensation is cash retainer plus phantom units and initial share grant .

Other Directorships & Interlocks

Category	Current	Prior 5 Years	Potential Interlocks/Conflicts
Public company boards	None	None	None disclosed; Board reviewed related person transactions and affirmed independence of non-management directors

Expertise & Qualifications

Digital and payments domain expert; extensive information technology and consumer marketing experience from more than two decades at Apple .
International management and consumer business background; board oversight experience from American Red Cross role .

Equity Ownership

Ownership Item (as of Feb 27, 2025)	Amount	Notes
PepsiCo common shares beneficially owned	1,000	Initial share grant to newly appointed non-employee directors is 1,000 shares; shares must be held until departure
Phantom units held (director deferral programs)	4,025	Reflects phantom units in PepsiCo’s director deferral program
Shares pledged as collateral	None	“None of the shares are subject to pledge” in officers/directors table; hedging/pledging prohibited by policy
Stock ownership guideline	$600,000	Requirement equals five times annual cash retainer; directors have five years to meet; all have met or are on track

Governance Assessment

Board effectiveness: Bailey strengthens board oversight on technology, digital commerce, and payments—relevant for PepsiCo’s strategy and risk oversight in cybersecurity and digital channels .
Audit Committee role: Participation in an active, independent Audit Committee with seven meetings in 2024 supports robust financial reporting integrity, compliance, and related party transaction oversight .
Alignment and incentives: Balanced director pay structure (cash + equity phantom units with mandatory share ownership and no meeting fees) and prohibition on hedging/pledging enhance alignment with shareholders; clawback policy applies to directors and executives .
Investor confidence signals: Strong say-on-pay support (90% approval at 2024 meeting) and consistent executive session practices support governance quality; attendance thresholds met by all directors in 2024 .
RED FLAGS: None disclosed for Bailey. No related-person transactions reported involving her; independence affirmed; no pledging; no meeting fee incentives; director equity not tied to short-term performance metrics—reduces potential misalignment risk .