Segun Agbaje

About Segun Agbaje

Independent director of PepsiCo since 2020; age 60 as of March 28, 2025. Group Chief Executive Officer of Guaranty Trust Holding Company Plc (GTCO Plc) since 2021; previously CEO/Managing Director of Guaranty Trust Bank plc (2011–2021), after roles as Executive Director (2000–2002), Deputy Managing Director (2002–2011), and Acting MD (2011). Early career as an auditor at Ernst & Young LLP (1988–1990). Recognized for deep financial expertise and emerging markets experience; designated an Audit Committee Financial Expert.

Past Roles

Organization	Role	Tenure	Committees/Impact
Guaranty Trust Holding Company Plc (GTCO Plc)	Group Chief Executive Officer	2021–present	Capital markets, emerging markets banking; multiple debt and equity raises cited in credentials
Guaranty Trust Bank plc	Managing Director & CEO	2011–2021	Led bank through growth; previously ED (2000–2002), Deputy MD (2002–2011), Acting MD (2011)
Ernst & Young LLP	Auditor	1988–1990	Financial audit background

External Roles

Organization	Role	Dates	Notes
Guaranty Trust Bank (UK) Limited	Chairman of the Board	n/a	Subsidiary oversight
Guaranty Trust Bank (Rwanda) Limited	Director	n/a	Subsidiary board member
Guaranty Trust Bank (Tanzania) Limited	Director	n/a	Subsidiary board member
Mastercard Advisory Board (Middle East & Africa)	Director (Advisory board)	n/a	Payments/technology market insight
Swiss Red Cross	International Ambassador	Appointed 2024	External reputation/relationships
Other public company directorships	Current: GTCO Plc; Previous (past 5 years): Guaranty Trust Bank plc (until 2021)	n/a	Public company governance experience

Board Governance

Item	Detail
Independence	Board determined Agbaje is independent under SEC/Nasdaq rules
Committee assignments	Audit Committee member
Committee chair roles	None; Audit Committee chaired by Alberto Weisser
Financial expertise	Identified as an Audit Committee Financial Expert
Attendance	In 2024, Board met 5x and committees 19x; no incumbent director attended <75% of applicable meetings; all 15 directors attended the 2024 Annual Meeting
Years of service	Director since 2020 (5th year of service in 2025); Age 60 as of March 28, 2025
Executive sessions	Independent directors held executive sessions at all regularly scheduled Board meetings in 2024
Overboarding policy	Board guideline caps: non-executive directors ≤4 public boards; public company executives ≤2 total public company boards; annual review of director commitments added in 2024

Fixed Compensation

Component (2024 unless noted)	Amount/Terms	Source
Annual cash retainer	$120,000	2025 Proxy
Annual equity retainer	$200,000 in phantom units; granted Oct 1, 2024; each director received 1,167 phantom units at $171.38 grant-date close; immediately vested, payable after board service
Total 2024 director compensation	$320,000 (Cash $120,000; Stock awards $200,000; All other comp $0)
Cash deferral election	Elected to defer full $120,000 cash retainer into 718 phantom units (allocated at $171.23 and $163.05 on 6/1/24 and 12/1/24)
Initial share grant (one-time at appointment)	1,000 PEP shares upon joining the Board (policy) ; confirmed for Agbaje upon July 15, 2020 appointment
Meeting fees	None (no per-meeting fees; expenses reimbursed)
Chair/Presiding Director premia	Not applicable to Agbaje; program premia: Audit/Comp Chairs $40k, NCG/SPP Chairs $30k, Presiding Director $50k

Performance Compensation

Performance-linked elements	Status	Notes
Performance metrics tied to director pay	None disclosed for non-employee directors	Equity retainer is granted as immediately vested phantom units; no performance conditions apply

Other Directorships & Interlocks

Company/Entity	Relationship to PEP	Potential Interlock/Conflict Review
GTCO Plc (public)	External directorship/CEO role	Not a PEP competitor; no related-person transactions disclosed involving Agbaje
Mastercard Advisory Board (MEA)	Advisory role	No related-person transactions disclosed; Board’s Related Person policy overseen by Audit Committee
GTBank UK, Rwanda, Tanzania	Subsidiary boards	No related-person transactions disclosed involving Agbaje

No related-person transactions in the proxy are attributed to Agbaje; the only on-going related-person transactions disclosed pertain to another director (Pohlad) and were deemed not to impair independence.

Expertise & Qualifications

Financial/banking expertise and capital markets experience; over 30 years in financial services; Audit Committee Financial Expert designation .
Emerging markets and Sub-Saharan Africa growth insight relevant to PEP’s expansion (e.g., Pioneer Foods acquisition context) .
Technology scaling and new capabilities adoption experience; debt and equity fundraising background .

Equity Ownership

Metric	2022	2023	2025 (as of Feb 27, 2025)
Beneficially owned PEP shares (units)	700	700	700
Phantom units held (director deferral programs)	4,181	6,204	10,449

Additional alignment details:

2024 cash retainer deferral created 718 additional phantom units (two allocations at $171.23 and $163.05) .
Director stock ownership guideline: at least $600,000 (5× annual cash retainer); directors have five years to comply; shares and phantom units count; all non-employee directors have met or are on track to meet within five years .
Prohibition on hedging/pledging applies to directors; limited trading windows enforced .

Governance Assessment

Strengths
- Financial oversight: Audit Committee member and designated “financial expert”; strengthens audit quality and risk oversight .
- Independence and attendance: Independent under SEC/Nasdaq; above-threshold attendance in 2024; participated in executive sessions via Board practice .
- Ownership alignment: Ongoing accumulation of phantom units (including full cash retainer deferral in 2024) aligns interests with long-term shareholders; subject to anti-hedging/pledging policies and clawbacks for directors .
- Global/emerging markets expertise valuable for PEP’s international growth and risk assessment .
Watch items / potential risks
- Time commitments: Active public-company CEO; Board’s 2024 governance update imposes annual review of director commitments and a cap of two total public boards for public-company executives (policy designed to mitigate overboarding risk) .
- Related-party exposure: None disclosed involving Agbaje; Audit Committee reviews all related-person transactions; only Pohlad-related transactions disclosed and assessed as not independence-impairing .
Investor confidence signals
- Stable, pay-for-service director program with clear ownership requirements; no meeting fees; shareholder-approved caps; robust clawbacks and anti-hedging rules covering directors .
- Board-wide say-on-pay support (90% in 2024) indicates overall shareholder alignment with compensation governance, though targeted at executives (context for board effectiveness) .