Rebecca Schmitt

About Rebecca Schmitt

Executive Vice President and Chief People Officer (“CPO”) of PepsiCo, appointed in 2023 to lead the global Human Resources organization, talent development, and culture initiatives under the Board’s human capital oversight framework . Tenure at PepsiCo: hired June 1, 2023 (RSU granted on date of hire) . 2024 company performance context for pay-for-performance: Organic revenue +2%, Core constant currency EPS +9%, TSR −7.6%, Free Cash Flow excluding certain items $8.7B . Longer-horizon metrics driving incentive outcomes: 2022 PSU cycle paid 200% on three-year average EPS growth 11.2% and organic revenue 8.6% (both above max), while the 2022 LTC cash award paid 70% with three-year TSR −4.6% (35th percentile vs peer group) .

Past Roles

Organization	Role	Years	Strategic Impact
PepsiCo, Inc.	EVP & Chief People Officer	2023–present	Leads global HR; advances talent development, inclusion, and workforce strategy aligned with pep+ transformation

Fixed Compensation

Component	2024	Notes
Base Salary	$725,000	No increase in 2024; increased to $750,000 in Q1 2025 to maintain competitiveness
Target Annual Bonus (EICP)	$870,000	Committee-approved February 7, 2024 grant cycle
Actual 2024 Annual Bonus Paid	$861,300	Determined by pre-established performance goals and individual performance
Sign-on/Make-Whole Cash	$1,800,000	Payment to offset compensation forfeited upon departure from prior employer
All Other Compensation (2024)	$170,632	See perquisites breakdown below

Perquisites and Benefits (2024):

Category	Amount
Car Allowance/Ground Transportation	$25,350
Company Contributions to Defined Contribution Plans	$144,282
Charitable Contributions (matching, etc.)	$1,000

Retirement and Deferred Compensation:

ARC‑E (Automatic Retirement Contribution Equalization Program) contributions: $107,362; aggregate year-end balance: $119,845 .
Executive Income Deferral Program described, but Becky Schmitt participates in ARC/ARC‑E rather than EIDP .

Performance Compensation

Long-Term Incentive (LTI) Design:

Instrument	Metric	Weighting	Payout Range	Vesting
PSUs	3-year average Core Constant Currency EPS Growth	50%	0–200% of target	3 years; pro‑rata/ full vesting rules per retirement eligibility; paid in shares
PSUs	3-year average Organic Revenue Performance	50%	0–200% of target	3 years; same vesting conditions
Long-Term Cash (LTC) Award	3-year Relative TSR vs proxy peer group	100%	0–200% of target; above target requires positive 3‑year TSR	3 years; pays out in cash

2024 Grants (Approved Feb 7, 2024; Grant date Mar 1, 2024):

Grant Type	Threshold (#/$)	Target (#/$)	Maximum (#/$)	Grant Date Fair Value
Annual Incentive (EICP)	—	$870,000	$2,610,000	—
Long-Term Cash (LTC)	—	$884,000	$1,768,000	—
PSUs	—	10,447 shares	20,894 shares	$1,715,920

Recent LTI Outcomes for Benchmarking:

Cycle	Metric Outcome	Payout
2022 PSUs (3/1/2021–3/1/2024)	EPS Growth 11.2% (3-yr avg) vs max 10.3%; Organic Revenue 8.6% (3-yr avg) vs max 6.8%	200% of target
2022 LTC (3-yr TSR)	TSR −4.6%; 35th percentile vs proxy peer group	70% of target

Equity Ownership & Alignment

Beneficial Ownership and Outstanding Equity (as of 12/28/2024 or 2/27/2025):

Item	Detail
Shares Beneficially Owned	954 shares
Shares Pledged	None; none of the shares listed are subject to pledge
Unvested RSUs	2,751; 50% vested 6/1/2024, remaining 50% scheduled 6/1/2025 (hire‑date award)
Unvested PSUs	9,442 target (granted 6/1/2023; vest 3/1/2026); 10,447 target (granted 3/1/2024; vest 3/1/2027)
Stock Options	Executive officers do not receive stock options; none outstanding for Schmitt

Ownership Policy and Retention:

Executive stock ownership guidelines require executives to hold shares equal to specified multiples of salary; executives have five years to comply, and all executive officers have met or are on track .
Share retention policy requires executives to hold at least 50% of shares from PSU vesting (net of taxes); limits option cash proceeds to 20% and imposes holding; trading limited to approved windows .
Hedging and pledging are prohibited for directors, officers, and employees .

Employment Terms

No employment contracts or formal severance programs for NEOs; employment at will with case-by-case separation decisions .
Executive Officer Cash Severance Policy: shareholder ratification sought for any new agreements with cash severance >2.99× salary + target bonus (or 3-year average actual bonus if greater); excludes LTI plan payouts and certain other payments .
Clawbacks: cancellation and recoupment for gross misconduct or violations (non‑compete/non‑solicit/non‑disclosure), plus mandatory recovery of erroneously paid incentive compensation over 3 years prior to an accounting restatement .
Change-in-Control: double-trigger vesting (termination without cause or resignation for good reason within 2 years, or failure to assume/replace awards); no predetermined cash severance, tax gross‑ups, or other CIC cash benefits beyond LTI protections .
Estimated CIC benefits for Schmitt (as of 12/28/2024): $5.4 million upon qualifying termination; no vesting upon CIC only .
Termination/Retirement: as of FY-end, Schmitt not retirement-eligible; would forfeit $5.4 million unvested awards upon termination/retirement; would vest $5.4 million upon death or long-term disability .

Investment Implications

Alignment: Heavy emphasis on PSUs tied 50/50 to multi-year EPS growth and organic revenue performance, plus LTC cash linked to 3-year relative TSR, aligns incentives to long-term value creation; executive officers do not receive stock options, reducing short-term exercise pressure .
Retention and near-term selling pressure: A hire-date RSU tranche is scheduled to vest on June 1, 2025; however, PepsiCo enforces limited trading windows, share retention rules, and prohibits hedging/pledging, which mitigates discretionary selling pressure around vesting events .
Governance safeguards: No employment contracts, stringent clawbacks, double-trigger CIC only, and a severance cap policy requiring shareholder ratification beyond 2.99× reinforce shareholder-friendly structures and reduce payout risk inflation .
Ownership: Modest direct holdings (954 shares) with no pledging; executives are subject to multi-year ownership and retention requirements, supporting “skin-in-the-game” alignment over time .