Stephen Schmitt

About Stephen Schmitt

Stephen (“Steve”) Schmitt, 52, was appointed Executive Vice President and Chief Financial Officer of PepsiCo effective November 10, 2025, succeeding Jamie Caulfield following a transition period . Schmitt previously served as EVP & CFO for Walmart U.S., and held CFO roles across Walmart U.S. Omni-Channel, Walmart U.S. eCommerce, and Sam’s Club, following earlier leadership at Yum! Brands and a decade at UPS, bringing deep experience in omnichannel retail, cost discipline, and complex supply chains . PepsiCo’s compensation framework emphasizes pay-for-performance tied to Organic Revenue Performance, Core Constant Currency EPS Growth, Free Cash Flow excluding certain items, and Relative Competitive Performance for annual incentives , with long-term incentives linked to EPS growth, organic revenue, and relative TSR versus a proxy peer group . PepsiCo generated nearly $92 billion in net revenue in 2024, providing context to the scale at which Schmitt will operate as CFO .

Past Roles

Organization	Role	Years	Strategic Impact
PepsiCo	EVP & CFO	Effective Nov 10, 2025	Transition leadership to accelerate growth, cost optimization, and shareholder value creation
Walmart U.S.	EVP & CFO	2021–2025	Led finance for Walmart’s largest business unit; cost discipline and omnichannel enablement
Walmart U.S. Omni-Channel	EVP & CFO	2021	Supported digital transformation and omnichannel operations
Walmart U.S. eCommerce	SVP & CFO	2019–2020	Advanced eCommerce finance capabilities during high-growth period
Sam’s Club	SVP & CFO	2018–2019	Drove financial strategy for membership club operations
Walmart	Investor Relations	Not disclosed	Investor communications, strategic finance foundation
Yum! Brands	Various leadership roles	2006–2016	Built QSR and away-from-home expertise; evaluated long-term growth strategies
UPS	Various roles	>10 years	Operations discipline and large-scale logistics exposure

External Roles

Organization	Role	Years	Notes
—	—	—	No external board or committee roles disclosed in filings reviewed

Fixed Compensation

Component	Amount/Terms	Notes
Annual Base Salary	$900,000	Set by Compensation Committee upon appointment
Target Annual Incentive	150% of base salary	Annual incentive will not be prorated for FY ending Dec 27, 2025; tied to pre-established performance goals
Sign-On Bonus	$2,000,000 (paid immediately)	Subject to clawback if resignation or termination for cause within 24 months of Effective Date
Sign-On Bonus (Deferred)	$1,500,000 (paid at 1-year anniversary)	Same clawback terms as above
Long-Term Incentive (Expected)	$5,000,000 (target grant date value on Mar 1, 2026)	Eligible under PepsiCo’s LTI program
Clawback Provisions	Robust cancel/recoup on annual incentive, LTI, deferral and non-qualified pension; look-back for gross misconduct	Program-wide governance feature
Employment Agreement	None	PepsiCo states no employment agreements for executive officers

Performance Compensation

Annual Incentive Structure (Company Framework)

Metric	Weighting	2024 Target	2024 Actual	Notes
Organic Revenue Performance	30% (for NEOs other than CEO)	4.5%	2.0%	Bonus scores capped at target if certain performance targets not achieved
Core Constant Currency Net Income Growth/Core Constant Currency Operating Profit Growth	30%	8.6% (Net Income)	8% (Net Income)	Selection depends on role; measured on non-GAAP basis
Relative Competitive Performance	30%	Not disclosed	Not disclosed	Challenging expectations; not disclosed to avoid competitive harm
Free Cash Flow Excluding Certain Items	10%	$9.1B	$8.7B	Non-GAAP compensation measure; targets set rigorously

Mr. Schmitt’s FY2025 annual incentive will be determined by achievement of PepsiCo’s pre-established performance goals and will not be prorated .

Long-Term Incentive Design (Company Framework)

Award Type	Weighting	Metric	Payout Range	Notes
PSUs	50%	3-year avg Core Constant Currency EPS Growth	0–200% of target	Aligns to top/bottom-line performance and profitability
PSUs	50%	3-year avg Organic Revenue Performance	0–200% of target	Drives accelerated top-line growth
Long-Term Cash (LTC)	100%	Relative TSR vs proxy peer group	0–200% of target	Strengthens alignment with long-term shareholder value

Special One-Time RSU (Sign-On)

Grant Type	Target Grant Date Value	Vesting	Acceleration	Rationale
RSU	$7,000,000	50% on 1st anniversary of grant; 50% on 2nd anniversary	If terminated without cause: vest in any unvested portion	Offsets forfeited compensation from prior employer

Equity Ownership & Alignment

Item	Detail	As-of/Policy
Beneficial Ownership	0 shares (non-derivative)	Form 3 filed Nov 12, 2025 (Effective Date Nov 10, 2025)
Ownership Form	Direct (D)	Form 3
Stock Ownership Guidelines	Executives must own PepsiCo stock worth 2–8x base salary (position-based)	Holding requirements extend 12 months post-employment
Hedging/Pledging	Prohibited for executive officers under Insider Trading Policy	Strong governance feature
Options	None disclosed	No new option grants disclosed on appointment
Compliance Status	Not disclosed (new executive)	To be assessed against guidelines over time

Employment Terms

Term	Detail	Notes
Effective Date	Nov 10, 2025	Appointed EVP & CFO
Severance (appointment-specific)	If terminated without cause: full payment of any unpaid sign-on bonus and vesting of any unvested portion of the RSU grant	Applies to special RSU/sign-on only
Change-in-Control (general LTI policy)	Double-trigger: accelerated vesting only if involuntarily terminated without cause or resigns for good reason within 2 years of CoC or awards not assumed by acquirer	Company-wide policy
Employment Agreement	None	Company does not use employment agreements for executive officers
Clawback	Right to cancel/recoup granted, earned, and vested awards; look-back for gross misconduct; applies to annual incentive, LTI, executive deferral, non-qualified pension	Governance feature
Tax Gross-Ups	None on perks/benefits (except standard expatriate tax equalization)	Governance feature
SERP	None	No supplemental executive retirement plans for NEOs
Related Party Transactions	None required to be disclosed for Schmitt	Item 404(a) statement

Investment Implications

Retention and overhang: A $7M sign-on RSU vesting 50% on the first and second anniversaries creates retention hooks but also identifiable windows for potential selling pressure around vest dates; monitor Form 4 activity and blackout windows around those periods .
Alignment: Initial Form 3 shows 0 shares; robust stock ownership guidelines (2–8x salary) and prohibition on hedging/pledging promote alignment as the CFO accumulates and retains shares over time .
Pay-for-performance linkage: Annual incentive and LTI are tightly tied to Organic Revenue, EPS growth, Free Cash Flow, Relative Competitive Performance, and Relative TSR, aligning compensation realization with shareholder value drivers; this provides clearer trading catalysts around quarterly metrics and TSR relative performance .
Downside protection and governance: Absence of employment agreements and stringent clawbacks reduce agency risk; double-trigger CoC vesting limits windfalls without actual loss of role, supporting shareholder-friendly outcomes .
Say-on-pay support: 90% approval at the 2024 Annual Meeting indicates investors broadly endorse PepsiCo’s compensation framework, lowering governance headwind risk as Schmitt enters the role .

Transition context: Schmitt succeeds Jamie Caulfield with an advisory period through May 15, 2026, providing continuity while Schmitt embeds his operating cadence; investors should watch 2026 LTI grant calibration and evolving disclosure of his ownership accumulation relative to policy .