Ramon Laguarta

About Ramon Laguarta

Ramon L. Laguarta is Chairman and Chief Executive Officer of PepsiCo (CEO since 2018; Chairman since 2019) and a director on the PepsiCo Board. Age: 61. He joined PepsiCo in 1996 after earlier roles at Chupa Chups S.A. and has held senior leadership positions across Europe and emerging markets, bringing multilingual, global operating expertise. Under his leadership, over the past five years PepsiCo’s net revenue increased 37% to nearly $92B, with reported EPS up 34% and core EPS up 48%; in 2024, Organic Revenue grew 2% and Core Constant Currency EPS grew 9% despite macro and recall headwinds .

Past Roles

Organization	Role	Years	Strategic impact
PepsiCo	Chairman of the Board and Chief Executive Officer	2019–present (Chair), 2018–present (CEO)	CEO + Chair provides a “clear leader” bridging management and Board during transformation initiatives; independent Presiding Director provides counterbalance .
PepsiCo	President, PepsiCo	2017–2018	Led enterprise strategic planning and execution globally .
PepsiCo	CEO, Europe; CEO, Europe Sub-Saharan Africa	2015; 2015–2017	Led operations spanning three continents; deep experience in strategy, operations, brand development, logistics .
PepsiCo	President, Developing & Emerging Markets, PepsiCo Europe	2012–2015	Drove expansion and local relevance of global brands across diverse markets .
PepsiCo	Commercial VP, PepsiCo Europe; GM Iberia Snacks & Juices; GM Greece Snacks	2006–2012; 2002–2006; 1999–2001	Built commercial capabilities and regional P&L leadership .
Chupa Chups S.A.	International assignments (Asia, Europe, Middle East, U.S.)	Pre-1996	Global commercial and market development experience .

External Roles

Organization	Role	Years
Visa Inc.	Director (current)	Not disclosed in proxy
World Economic Forum (Food Systems Initiative)	Co‑Chair, Board of Stewards	Current

Fixed Compensation

Component	2022	2023	2024	2025
Base salary paid (SCT) ($)	1,644,712	1,688,462	1,763,462	—
Base salary level at FY-end ($)	—	1,700,000	1,775,000	1,810,000 (approved for 2025)
Annual incentive target ($)	—	—	3,525,000 (2024 plan)	—
Annual incentive paid ($)	6,320,000 (NEIP long-term shown in SCT)	6,750,000 (NEIP long-term shown in SCT)	3,375,000 (2024 EICP)	—
Perquisites and other ($)	602,600	824,076	537,984 (aircraft $392,694; car $27,394; mobility $105,896; charitable $12,000)	—

| Total compensation (SCT) ($) | 28,388,228 | 33,906,212 | 28,814,759 | — |

Notes:

2025 approved LTI grant value: $17,500,000; actual payout contingent on 2025–2027 performance metrics (Core Constant Currency EPS Growth, Organic Revenue Performance, Relative TSR) .

Performance Compensation

Incentive design

Annual incentive (EICP): Business performance metrics include Organic Revenue Performance, Free Cash Flow Excluding Certain Items, Core Constant Currency EPS Growth, Core Constant Currency Net Income Growth, and Relative Competitive Performance; CEO award determined by Board against these metrics and individual performance .
Long-term incentive (100% performance-based):
- PSUs: 50% weight Core Constant Currency EPS Growth (3-year average), 50% weight Organic Revenue Performance (3-year average); 0–200% payout in shares plus accrued dividends .
- Long-Term Cash (LTC): 100% weight Relative TSR vs proxy peer group over 3 years; 0–200% payout in cash .

2024 annual plan targets vs actuals (Company level)

Metric	Target	Actual
Organic Revenue Performance	4.5%	2.0%
Free Cash Flow Excl. Certain Items	$9.1B	$8.7B
Core Constant Currency EPS Growth	8.5%	9%
Core Constant Currency Net Income Growth	8.6%	8%

2024 grants and 2022 cycle payouts

Grant/Payout	Grant date	Target	Max	Result
2024 Annual Incentive opportunity ($)	2/7/2024	3,525,000	7,050,000	3,375,000 paid for 2024
2024 PSUs (target shares)	3/1/2024	67,005	134,010	In-flight; payout 2027 based on 2025–2027 performance
2024 LTC (target $)	3/1/2024	5,669,500	11,339,000	In-flight; payout 2027 subject to relative TSR
2022 PSUs payout	3/1/2022	57,699 granted	115,398 at max	200% of target; 115,398 shares earned
2024 vesting realized (PSUs/RSUs)	2024	—	—	133,258 shares vested; $21,870,969 value; $1,996,538 dividends

Equity Ownership & Alignment

Ownership item	Detail
Beneficial ownership	372,584 shares as of Feb 27, 2025 .
Right to acquire (60 days)	115,398 shares via equity awards within 60 days (as of Feb 27, 2025) .
Officer/director group ownership	<1% of outstanding shares as a group .
Shares pledged	None; Insider Trading Policy prohibits pledging and hedging .
Stock ownership guidelines	Executives must own 2–8x base salary (position-based) .
CEO ownership status	CEO holds shares/equivalents equal to 22x annual salary as of Dec 31, 2024 .
Share retention	Hold at least 50% of net shares from PSU vesting; option exercise proceeds limits; executive officers currently do not receive stock options; no repricing .
Say-on-pay support	90% approval at 2024 meeting .

Outstanding performance awards (unvested)

Grant year	Instrument	Target shares	Vest date	Market/payout value at 12/27/2024 ($152.89)
2024	PSUs	67,005	3/1/2027	10,244,394
2023	PSUs	59,825	3/1/2026	9,146,644
2022	PSUs	57,699	3/1/2025	8,821,600

Vesting provisions: PSU awards vest on 3-year cliff schedules, pro‑rata upon retirement ages 55–61 with ≥10 years service; full vesting at age ≥62 with ≥10 years, subject to performance .

Employment Terms

Topic	PepsiCo policy / Mr. Laguarta terms
Employment agreements	None of the NEOs (including CEO) have employment or separation agreements .
Severance	No predetermined severance or continued benefits; separations handled case-by-case; 2024 policy to seek shareholder ratification for any new cash severance >2.99x base + target bonus .
Change-in-control	Double trigger for equity (termination without cause/good reason within 2 years or if awards not assumed); CEO estimated total benefit upon qualifying termination in CoC scenario: $18.5M (as of 12/28/2024) .
Clawback	Robust clawback and 2023 Compensation Recovery Policy (SEC 10D-aligned) enabling recovery of incentive comp for restatements and misconduct; applies to annual, LTI, deferrals, and certain pensions .
Hedging/pledging	Prohibited for executives and directors .
Tax gross‑ups	No tax gross‑ups on perks/benefits (except standard expatriate tax equalization) .
Perquisites	2024 “All Other Comp” included aircraft ($392,694), car/ground ($27,394), global mobility ($105,896), charitable ($12,000) .

Board Governance (dual‑role implications)

Board service: Director since 2018; Chairman since 2019; not independent. All four standing Committees are 100% independent; CEO is not a member .
Presiding (Lead Independent) Director: Ian Cook; robust authorities include agenda approval, information flow, executive session leadership, ability to call meetings, shareholder access; re‑elected in 2025 .
Attendance and independence: No director attended fewer than 75% of Board/Committee meetings in 2024; 14 of 15 nominees independent; regular executive sessions held .
Rationale for combined Chair/CEO: Independent directors believe one leader best serves the Company during transformation, balanced by strong independent oversight (Presiding Director + independent committees) .

Compensation Committee Analysis

Committee (all independent): Cesar Conde (Chair), Dina Dublon, Robert C. Pohlad, David C. Page, Daniel Vasella; met four times in 2024 .
Independent advisor: FW Cook; independence reviewed, no conflicts; advises on peer group, program design, and target positioning .
Compensation peer group (used for benchmarking and relative TSR): 3M, AB InBev, Coca‑Cola, Colgate, Danone, FedEx, General Mills, Haleon? (not listed), J&J, Kraft Heinz, McDonald’s, Mondelēz, Nestlé, Nike, Pfizer, P&G, Starbucks, Unilever, UPS, Verizon, Walmart, Disney .

Performance & Track Record

2024 highlights under CEO leadership: Core gross margin +70 bps; core operating margin +85 bps; International beverages Organic Revenue +10%; International convenient foods +4%; successful Baja Blast rollout surpassed $1B retail sales; share gains/holds in multiple international markets; prioritized zero sugar and functional hydration; Core Constant Currency EPS +9% (fourth straight year high-single-digit or better) .
2024 enterprise metrics: Organic Revenue +2.0%; Free Cash Flow (excl. items) $8.7B; TSR −7.6%; $8.2B returned to shareholders .
Pay-versus-performance (PEO): CAP and TSR presented; CAP for PEO in 2024 $12.94M vs SCT total $28.81M (methodology per SEC) .

Director Service and External Directorships

Current outside public company board: Visa Inc. (director) .
Non-profit/industry: Co‑Chair of WEF’s Food Systems Board of Stewards .

Investment Implications

Pay-for-performance alignment: Majority of CEO’s target compensation is performance-based; 2022 PSU cycle paid at max (200%) reflecting three-year averages above maximum targets; 2024 annual metrics mixed (EPS beat, revenue/FCF below targets), resulting in moderated CEO cash incentive ($3.375M vs $3.525M target) .
Retention risk: Significant unvested PSUs (2022/2023/2024 tranches) with 3-year cliff vesting and performance gates, plus share retention rules and ownership at 22x salary indicate strong alignment and reduced near-term flight risk; partial pro‑rata vesting applies upon retirement, mitigating abrupt forfeiture risk but preserving performance linkage .
Selling pressure: Upcoming vest dates (3/1/2025, 3/1/2026, 3/1/2027) could introduce periodic supply, but retention/holding policies (50% net hold; hedging/pledging ban) and no option overhang for CEO limit opportunistic selling .
Change-in-control economics: Double-trigger equity vesting with estimated ~$18.5M benefit for CEO upon qualifying termination balances retention with shareholder protections; no individual cash severance arrangements disclosed; policy caps new cash severance without shareholder ratification .
Governance mitigants to dual role: Strong Presiding Director structure, fully independent committees, regular executive sessions, and high say‑on‑pay support (90%) reduce independence concerns tied to the combined Chair/CEO role .

Overall: Incentives emphasize multi-year EPS/revenue growth and relative TSR with capped discretion and rigorous governance (clawbacks, ownership, no hedging/pledging), supporting alignment. Upcoming PSU vest dates are the key timing signal for potential liquidity events; 2024 performance moderation (revenue/FCF below target) weighed on annual bonus despite EPS outperformance, underlining a balanced scorecard approach .