Michelle Gass
PEPSICOAbout 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| Cigna; Ann Inc. | Director (historical) | Prior years | Previously served (historical reference) .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 .