Michelle Gass

About Michelle Gass

Michelle Gass is an independent director of PepsiCo, serving since 2019; she is 57 years old and currently sits on the Sustainability and Public Policy Committee . She became President and CEO of Levi Strauss & Co. in 2024 (President in 2023), previously serving as CEO and a director of Kohl’s (2018–2022) after senior roles at Starbucks (1996–2013) and earlier at Procter & Gamble . Education: MBA, University of Washington (Foster School of Business); BS, Chemical Engineering, Worcester Polytechnic Institute .

Past Roles

Organization	Role	Tenure	Committees/Impact
Levi Strauss & Co.	President & CEO	2024–present	Led succession transition; CEO since 2024 .
Levi Strauss & Co.	President	2023	Oversaw global digital and commercial ops .
Kohl’s Corporation	CEO & Director	2018–2022	Drove omnichannel transformation; Amazon returns; Sephora partnership .
Kohl’s Corporation	Chief Merchandising & Customer Officer; CEO-elect	2017–2018	Digital/e-commerce growth initiatives .
Kohl’s Corporation	Chief Merchandising & Customer Officer	2015–2017	Product and customer strategy .
Kohl’s Corporation	Chief Customer Officer	2013–2015	Consumer experience and branding .
Starbucks	President, EMEA; President, Seattle’s Best; EVP Global Marketing & Category	1996–2013	Expanded Frappuccino brand; launched loyalty program; led EMEA business .
Procter & Gamble	Management roles	Prior to 1996	Brand/marketing foundations .

External Roles

Organization	Role	Tenure	Notes
Levi Strauss & Co. (NYSE: LEVI)	Director (current)	2023–present	Current public company directorship .
Kohl’s Corporation	Director (previous 5 yrs)	Until 2022	Prior public company directorship .
Retail Industry Leaders Association	Board member	Current	Industry association governance .
National Retail Federation	Board member	Current	Industry association governance .
Cigna; Ann Inc.	Director (historical)	Prior years	Previously served (historical reference) .

Board Governance

Independence: Identified as an independent director in PepsiCo’s proxy biographies .
Committee assignments: Current member of Sustainability and Public Policy (formerly Sustainability, Diversity and Public Policy); prior Audit Committee member and designated Audit Committee Financial Expert (2021–2023) .
Attendance: In FY2024, PepsiCo held 5 Board and 19 Committee meetings; no incumbent director attended fewer than 75%, and all 15 directors attended the 2024 Annual Meeting .
Tenure: Director since 2019; initial election effective March 6, 2019 .

Fixed Compensation

Component	2019	2021	2022	2023	2024/2025	Notes
Annual Cash Retainer ($)	120,000	120,000	120,000	120,000	120,000	Non-employee directors only.
Committee Chair – NCG ($)	30,000	30,000	30,000	30,000	30,000
Committee Chair – Sustainability/Public Policy ($)	30,000	30,000	30,000	30,000	30,000
Committee Chair – Audit ($)	40,000	40,000	40,000	40,000	40,000
Committee Chair – Compensation ($)	40,000	40,000	40,000	40,000	40,000
Presiding Director ($)	50,000	50,000	50,000	50,000	50,000
Initial Share Grant (shares)	1,000	1,000	1,000	1,000	1,000	Immediately vested; must be held until leaving the Board.
Equity Retainer (Phantom Units $)	190,000	190,000	200,000	200,000	200,000	Immediately vested phantom units; dividend equivalents reinvested.

Directors may elect to defer cash retainers into phantom units; program features include shareholder-approved caps ($500k annual equity; $500k cash; initial $500k in 2025 LTI plan) .

Performance Compensation

Year	Annual Equity Retainer ($)	Grant Price ($/share)	Phantom Units Granted (count)
2019	190,000	137.37	1,383
2021	190,000	150.95	1,259
2022	200,000	165.25	1,210
2023	200,000	169.17	1,182
2024	200,000	171.38	1,167

No performance metrics apply to director equity; awards are time-based phantom units that are immediately vested, with dividend equivalents reinvested; cash may be deferred into phantom units .

Other Directorships & Interlocks

Company	Role	Overlap With PEP	Potential Interlocks/Conflicts
Levi Strauss & Co.	President & CEO; Director	Apparel/retail brand; not a direct competitor to beverages/snacks	No related-party transactions disclosed specific to Gass at PepsiCo; Audit Committee oversees related-person transactions .
Kohl’s (prior)	Director (until 2022)	Retail channel partner context	Historical only; no current conflict noted .

Related-person transactions oversight is explicit within PepsiCo’s Audit Committee remit; no pledging of shares noted for officers/directors in ownership tables covering 2024 .

Expertise & Qualifications

Omnichannel retail and consumer products expertise, including direct-to-consumer growth, digital capabilities, and e-commerce leadership from Kohl’s and Levi’s .
Marketing, product innovation, and consumer branding experience from Starbucks and Procter & Gamble .
Audit Committee Financial Expert designation while on PepsiCo’s Audit Committee (2021–2023) .

Equity Ownership

As-of Date	Shares Beneficially Owned	Phantom Units Held	Notes
Mar 2, 2020	1,000	2,312	Director deferral program.
Mar 1, 2021	1,000	3,742	Group owned <1% outstanding .
Mar 1, 2022	1,000	5,114	Group owned <1% outstanding .
Mar 1, 2023	1,000	6,470	Group owned <1% outstanding .
Mar 1, 2024	1,000	7,845	None of the shares are subject to pledge .
Feb 27, 2025	1,000	9,283	Group owned <1% outstanding .

Director stock ownership requirement: non-employee directors must hold at least $600,000 of PepsiCo stock (5x annual cash retainer); non-employee directors have five years to meet the guideline, and all have met or are on track .

Governance Assessment

Strengths: Independent status; prior Audit Committee service with “financial expert” designation; strong attendance culture (no incumbent below 75%; full annual meeting attendance); robust director compensation governance (shareholder-approved caps; ownership guidelines; no meeting fees; deferral/phantom structures) .
Alignment: Holds 1,000 shares plus growing phantom unit balance; subject to 5x retainer ownership policy; “no pledging” noted in ownership disclosures (2024) .
Potential risks/considerations: Dual role as Levi’s CEO plus PepsiCo director could raise time-commitment scrutiny, but PepsiCo disclosure indicates broad Board effectiveness and attendance standards are met; Audit Committee oversight of related-party transactions mitigates conflict risk .
Overall signal to investors: Governance posture appears robust with clear committee expertise, independence, and ownership alignment; no Gass-specific related party concerns or hedging/pledging red flags disclosed .