Silviu Popovici

About Silviu Popovici

Silviu Popovici is Chief Executive Officer, Europe, Middle East and Africa (EMEA) at PepsiCo, effective January 1, 2025, after serving as CEO, Europe since 2019 and previously leading Europe Sub-Saharan Africa; he holds an MBA from London Business School and a Master’s in Physics (age 57; based in Geneva) . Core corporate performance context for 2024: Organic Revenue +2.0% vs 4.5% target, Core Constant Currency EPS +9%, Free Cash Flow excluding certain items $8.7B, and TSR -7.6%—key inputs to incentive outcomes .

Past Roles

Organization	Role	Years	Strategic impact
PepsiCo	CEO, Europe, Middle East and Africa	2025–present	Leads EMEA operating units and company-owned bottling; region footprint expansion mandate .
PepsiCo	CEO, Europe	2019–2024	Delivered share gains in key markets; led decarbonization partnerships (e.g., Yara) and capacity expansions .
PepsiCo	President/CEO, Europe Sub-Saharan Africa	2017–2019	Regional leadership across beverages and convenient foods .
PepsiCo	President, Russia/Ukraine/CIS; President, PepsiCo Russia	2013–2017	Led Russia/CIS businesses post-Wimm-Bill-Dann integration .
Wimm-Bill-Dann (pre-acquisition)	Head, Beverages and Dairy businesses	2006–2011	Ran WBD beverages (2006–2008) and dairy (2008–2011) prior to PepsiCo acquisition .

External Roles

None disclosed in PepsiCo’s proxy for public company directorships or committee roles (focus is on executive responsibilities) .

Fixed Compensation

Component	2022	2023	2024	1Q25 update	Notes
Base salary ($)	764,423	791,667	800,000	850,000	2025 increase to maintain competitiveness.
Target annual incentive ($)	—	—	1,200,000 (max 3,600,000)	—	Awarded under EICP; NEO metrics-weighted .

Performance Compensation

Annual Incentive (EICP) – Structure and 2024 Results

Metric (Europe business leader weighting)	Weighting	2024 Target	2024 Actual	Notes
Organic Revenue Performance	30%	4.5%	2.0%	Company consolidated targets/actuals shown; business unit targets undisclosed due to competitive sensitivity .
Core Constant Currency Net Income Growth/Core OP Growth	30%	8.6% Net Income Growth	8%	Mix depends on role; Europe leader shown with applicable metrics .
Relative Competitive Performance	30%	Not disclosed	Not disclosed	Cap mechanics and rigor described .
Free Cash Flow Excl. Certain Items	10%	$9.1B	$8.7B	Company-level cash flow metric .

2024 Non-Equity Incentive payouts for Popovici: Annual Payouts $1,713,600; Long-Term Payouts $761,600 (from 2022 LTC) .

Long-Term Incentives (100% Performance-Based)

PSU design (three-year cliff vest): 50% Core Constant Currency EPS Growth, 50% Organic Revenue Performance; payout 0–200% of target .
LTC (cash): 3-year Relative TSR vs proxy peer group; payout 0–200% (above-target requires positive 3-year TSR) .

LTI Element	Grant year	Target units/$	Vest/Payout date	2024 Status/Outcome
PSUs	2024	13,260 target PSUs; grant date fair value $2,177,955	3/1/2027	Outstanding; performance-based .
PSUs	2023	12,351 target PSUs	3/1/2026	Outstanding; performance-based .
PSUs	2022	12,957 target PSUs	3/1/2025	Payout certified at 200% for 2022 cohort; Popovici earned 25,914 PSUs .
LTC (cash)	2022 grant (pays in 2025)	$1,088k granted; earned $762k (70% of target)	March 2025	TSR ranked 35th percentile (3-year TSR -4.6%) .

Recently Vested Equity (supply/pressure monitor)

Award	Grant date	Payout date	Shares vested	Value realized
PSUs (201–2023 cycle)	3/1/2021	3/1/2024	30,172	$4,951,980

Equity Ownership & Alignment

Item	Detail
Beneficial ownership	103,945 shares as of Feb 27, 2025 .
Rights to acquire within 60 days	25,914 shares (from PSU earnout timing) .
Outstanding PSUs (target)	12,957 (v. 3/1/2025), 12,351 (v. 3/1/2026), 13,260 (v. 3/1/2027) .
Options	No stock options listed outstanding for Popovici in 2024 year-end table .
Pledging/Hedging	Prohibited for directors, officers, employees; no margin pledges permitted .
Stock ownership guidelines	Executive officers required to own shares equal to a specified multiple of salary; stringent requirements in place (categories shown) .
Group % ownership	Directors and executive officers as a group beneficially owned <1% of outstanding shares .

Employment Terms

Employment agreements/severance: “None of our NEOs have any arrangement that provides for severance payments or severance benefits.”
Change-in-control: Double-trigger vesting (termination without cause/good reason within 2 years post-CIC or awards not assumed) .
CIC economics (estimated at 12/28/2024): $3.7M total benefit upon qualifying termination; no benefit upon CIC only .
Termination/retirement (12/28/2024 snapshot):
- Termination/Retirement vest: $5.9M; Forfeit: $3.7M .
- Death/Long-Term Disability vest: $3.7M .
- Retirement eligibility: Unvested annual LTI awards vest pro-rata upon retirement between ages 55–61 with ≥10 years of service; fully vest at 62+ with ≥10 years; Popovici is eligible for pro-rata vesting .
Clawback: Company may cancel/recoup awards and gains in certain circumstances, including no-fault recovery; stringent policy applies to executives .
Cash severance policy guardrail: Shareholder ratification sought if any new severance agreements exceed 2.99× salary+bonus .
Deferred compensation: No participation disclosed for Popovici in 2024 non-qualified deferred compensation table .
Retirement/Pension: Present value in PepsiCo International Retirement Plan – DC: $2,038,053 .

Performance & Track Record (role-specific)

2024 (Europe): Continued Organic Revenue Performance resilience; expanded Core Operating Margin across PepsiCo; share gains/holds in Poland (savory) and beverages in U.K., Germany, Poland; announced long-term decarbonization partnership with Yara; initiated +35% chips/snacks capacity expansion in West Flanders .
2022 (Europe): Organic revenue growth resilience; savory share gains in multiple markets; strategic AQUA Carpatica partnership; invested in supply-chain sustainability/digital solutions; product reformulations (lower sodium/saturated fat) and plastic reduction goals; Ukraine humanitarian support .
LTI calibration signal: 2019 PSUs paid 87.5% (ROIC headwind vs EPS strength) ; 2022 PSUs paid 200% on 3-yr EPS and Organic Revenue outperformance ; 2022 LTC paid 70% on 3-yr TSR underperformance vs peers .

Compensation Structure Analysis

Mix and rigor: For NEOs, a high share of pay is at-risk; Popovici’s 2024 equity was all PSUs (no time-based RSUs/options), with three-year cliff and rigorous metrics aligned to growth and profitability .
Annual plan discipline: Company met/exceeded EPS growth but missed Organic Revenue and FCF targets, constraining annual incentive leverage; Europe-specific RCP/bu targets undisclosed but capped if certain hurdles not met .
No special grants or option repricing: No special PSU awards outstanding; no option grants or repricing disclosed .
Governance: Prohibitions on pledging/hedging, robust clawback, double-trigger CIC; no fixed severance agreements—all support shareholder-friendly alignment .

Vesting Schedules and Potential Selling Pressure

Date	Event	Shares/Units	Comment
3/1/2024	PSU vest/payout (201–2023 cycle)	30,172 shares	Realized value $4,951,980; supply already hit float .
3/1/2025	2022 PSUs vest	25,914 earned shares (200% of 12,957 target)	Performance-certified; within 60-day “right to acquire” window at FY-end .
3/1/2026	2023 PSUs scheduled vest	12,351 target	Performance-contingent; actual may differ 0–200% .
3/1/2027	2024 PSUs scheduled vest	13,260 target	Performance-contingent; actual may differ 0–200% .

Note: Form 4 transaction-level data could not be retrieved due to an access error; analysis above reflects proxy-stated vestings and award schedules (we attempted to fetch insider filings for “Popovici” on PEP) (tool access error prevented Form 4 retrieval).

Equity Ownership & Pledging

Beneficially owns 103,945 shares; right to acquire 25,914 within 60 days; group ownership <1% .
PepsiCo prohibits hedging/pledging and holding in margin accounts for officers .
Executive stock ownership guidelines apply (specified multiple of salary; categories disclosed) .

Employment & Contracts

No individual employment or severance agreements; cash severance policy requires shareholder ratification above 2.99× .
CIC is double-trigger; Popovici’s modeled CIC qualifying termination benefit $3.7M at FY-end valuation .
Retirement-eligibility confers pro-rata vesting for outstanding annual LTI awards (enhances retention but reduces forfeiture risk) .

Say-on-Pay, Peer Group, and Shareholder Feedback

Say-on-pay approval: 90% support at 2024 annual meeting .
Peer group used for design competitiveness and TSR benchmarking (e.g., KO, P&G, Nestlé, Unilever, etc.) .
Compensation governance features highlighted to investors: strong clawback, ownership requirements, avoidance of shareholder-unfriendly practices .

Expertise & Qualifications

Education: MBA (London Business School), Master’s in Physics; extensive P&L leadership across EMEA and Russia/CIS; multinational experience including Wimm-Bill-Dann and Coca-Cola system .
CEO-succession bench: Senior regional CEO with multi-cycle performance alignment; not designated as succession candidate in proxy disclosures (no explicit disclosure) .

Investment Implications

Pay-for-performance linkage is strong: 100% performance-based LTI with rigorous three-year metrics; 2022 PSU 200% payout contrasts with 70% LTC payout on weaker 3-year TSR vs peers—suggests robust fundamental execution but relative market underperformance (useful for alpha views on estimate momentum vs relative valuation) .
Retention risk appears moderate: pro-rata retirement vesting eligibility reduces forfeiture “stickiness,” but large, performance-contingent PSU overhang (2023/2024 grants) and absence of guaranteed severance maintain alignment and cost discipline .
Near-term supply watch: Confirm settlement of 25,914 PSUs (3/1/2025) and monitor subsequent Form 4 activity for discretionary sales; upcoming 2026/2027 PSU cliffs could create episodic liquidity overhang depending on performance outcomes .
Governance quality is high (no pledging/hedging, double-trigger CIC, stringent clawback, say-on-pay support), lowering governance discount risk; pair this with EMEA execution metrics (share gains, decarbonization/capacity investments) when evaluating regional drivers within consolidated estimates .

Citations:

2025 DEF 14A (filed 3/28/2025):
2023 DEF 14A (filed 3/21/2023):
2022 DEF 14A (filed 3/24/2022):
External profiles (background/education/role/age):