Robert Pohlad

About Robert C. Pohlad

Independent director since 2015; age 70 as of March 28, 2025. President and CEO of Pohlad Holdings (family-owned enterprises) and former Chairman/CEO of PepsiAmericas, Inc., the second-largest PepsiCo bottler prior to its 2010 acquisition. Brings deep beverage distribution, bottling operations, finance, and team-building experience; currently chairs PepsiCo’s Nominating & Corporate Governance Committee and serves on the Compensation Committee .

Past Roles

Organization	Role	Tenure	Committees/Impact
PepsiAmericas, Inc.	Chairman & CEO	2002–2010	Grew to second-largest PepsiCo bottler prior to acquisition; leverage of large-scale distribution and global brands
Bottling companies (predecessors to PepsiAmericas)	Various executive roles	Pre-1998	Senior operational and executive roles across bottling operations
Pohlad Holdings	President & CEO	1987–present	Oversees diverse businesses (real estate, automation/robotics, sports/entertainment); strategic planning and succession

External Roles

Organization	Role	Tenure	Committees/Impact
University of Puget Sound	Board of Trustees (former)	Not disclosed	Governance oversight
University of Minnesota Medical School	Board of Visitors Chair (current)	Not disclosed	Advisory leadership to medical school

Board Governance

Committee assignments: Chair, Nominating & Corporate Governance; Member, Compensation .
Committee activity: Nominating & Corporate Governance met 4 times; Compensation met 4 times in 2024 .
Independence: Board affirmatively determined Pohlad is independent under SEC/Nasdaq rules; related-party transactions reviewed and determined not to impair independence .
Attendance: Board held 5 meetings; Committees held 19 aggregate; no director attended fewer than 75% of applicable meetings; all fifteen directors attended 2024 Annual Meeting .
Governance policies: Prohibition on hedging/pledging Company stock; stringent clawback policy applies to directors; rigorous stock ownership requirements .

Fixed Compensation

Component	Amount	Notes
Annual cash retainer	$120,000	Standard non-employee director retainer
Committee chair retainer	$30,000	Nominating & Corporate Governance Chair
Total cash fees (2024)	$150,000	As reported in director compensation table
Annual equity retainer (phantom stock units)	$200,000	Granted Oct 1, 2024; immediately vested phantom units payable post-service or per deferral
Phantom units granted	1,167 units	$200,000 ÷ $171.38 closing price on grant date
Other compensation	$0	No meeting fees; matching gifts available via foundation but none reported for Pohlad

Performance Compensation

Item	Structure	Metrics	Notes
Performance-based pay	None	N/A	Director program uses fixed cash and time-based phantom units; no options/PSUs or performance metrics for directors

Other Directorships & Interlocks

Category	Detail
Current public company boards	None
Prior 5-year public company boards	None
Compensation Committee interlocks	None; no officer/employee members; standard independence; only related-person transactions noted separately for Pohlad

Expertise & Qualifications

Beverage/bottling operations and distribution; finance; strategic planning; succession; brand-building .
Valuable bottler/operator perspective aligned with PepsiCo’s execution and route-to-market strategies .

Equity Ownership

Item	Amount	Notes
Beneficial ownership	1,069,659 shares	Includes 900,000 shares in an LLC with shared voting/investment power; 27 shares held indirectly by spouse
Phantom stock units	17,598 units	Held in PepsiCo Director Deferral Program
Ownership % of shares outstanding	~0.078%	1,069,659 ÷ 1,371,311,566 shares outstanding (record date Feb 27, 2025)
Pledging/hedging status	None pledged; hedging/pledging prohibited	Policy prohibits hedging/pledging; table notes none pledged
Director stock ownership guideline	$600,000 (5× cash retainer)	All non-employee directors have met or are on track within 5 years

Related-Party Exposure and Conflicts

Counterparty	Relationship	2024 Flow(s)	Materiality/Controls
Minnesota Twins (MLB)	Pohlad indirectly owns one-third voting interests; family members employed; son is Executive Chair	PepsiCo payments ~$1,115,000 (sponsorship); PepsiCo receipts ~$1,475,000 (product sales)	<1% of revenue for PepsiCo and Twins for 2024/2023/2022; arm’s-length; Audit Committee policy applies; independence affirmed
Minnesota United (MLS)	Pohlad family ~13% equity; negotiating new 5-year pouring rights	PepsiCo payments ~$225,000 (2024 sponsorship); anticipated ~$110,000/yr under negotiation; PepsiCo receipts ~$215,000 from third party	<1% of revenue for both parties; arm’s-length; independence affirmed
Little Caesars franchises	Pohlad family ~90% equity in an entity owning multiple franchises; purchases under system-wide agreement	Payments from Pohlad-affiliated franchises to PepsiCo ~$410,000; rebates from PepsiCo ~$55,000	<1% of PepsiCo revenue; arm’s-length; independence affirmed; Pohlad not involved in negotiations

The Board and Audit Committee review and approve related-person transactions; determination: no impairment of independence or ability to exercise judgment .

Governance Assessment

Strengths: Independent status affirmed despite family sports/franchise interests; robust governance architecture (clawback, anti-hedging/pledging, ownership guidelines); strong attendance record and committee leadership in Nominating & Corporate Governance; significant skin-in-the-game via >1.0M shares and 17.6k phantom units .
Compensation alignment: Director pay is balanced (cash + time-based equity), with clear, shareholder-approved caps and ownership requirements; no performance-based awards or options—consistent with best practices for director independence .
Conflicts oversight: Related-party sponsorships and franchise purchases are quantitatively immaterial (<1% of revenue), arm’s-length, and subject to formal review; Board explicitly assessed and reaffirmed independence .
RED FLAGS:
- Related-party transactions across sports teams and franchises could draw scrutiny despite immateriality; continued Audit Committee oversight advisable .
- Concentrated family ownership across counterparties increases perceived conflict risk; mitigation through documented non-involvement in negotiations and formal review is positive but should be monitored .