Steven Williams

About Steven Williams

Steven Williams is PepsiCo’s CEO, North America (effective January 1, 2025) after serving as CEO, PepsiCo Foods North America (PFNA) from 2019–2024; he joined PepsiCo via the Quaker Oats acquisition in 2001 (Quaker since 1997), holding senior sales and general management roles across Frito-Lay, North American Nutrition, and the global Walmart business . In 2024, PFNA faced headwinds with Organic Revenue Performance of -0.5% (FLNA) and -14% (QFNA) amid inflation and the QFNA recall, while PepsiCo consolidated results delivered Core Constant Currency EPS Growth of 9%, Organic Revenue Performance of 2.0%, Free Cash Flow (ex items) of $8.7B, and TSR of -7.6% . In 2023 under Williams’ PFNA leadership, FLNA and QFNA posted Organic Revenue Growth of 9% and 1% and Core Constant Currency Operating Profit Growth of 9% and 3% respectively . PepsiCo’s long‑term incentive metrics tie directly to shareholder value: 2022 PSUs paid at 200% (EPS growth and organic revenue performance above maximums), while 2022 LTC paid at 70% on relative TSR, underscoring performance linkage .

Past Roles

Organization	Role	Years	Strategic Impact
PepsiCo	CEO, North America	2025–present	Elevated from PFNA CEO; base salary increased to $1,000,000 in Q1 2025 to align with scope .
PepsiCo Foods North America (PFNA)	CEO	2019–2024	Led FLNA/QFNA; 2024 headwinds with FLNA -0.5% and QFNA -14% Organic Revenue Performance; drove Lay’s investment and availability improvements .
Frito‑Lay U.S.	SVP Commercial Sales & Chief Commercial Officer	2017–2019	Led commercial execution and sales transformation .
Frito‑Lay U.S., East Division	GM & SVP	2016–2017	Division leadership in sales and operations .
PepsiCo (Global Walmart business)	GM & SVP, Customer Management	2013–2016	Managed PepsiCo’s global Walmart relationship .
PepsiCo, North American Nutrition	Sales SVP	2011–2013	Led sales for Nutrition portfolio .
PepsiCo	VP Sales, Central Division	2009–2011	Regional sales leadership .
Quaker Oats Company	Various roles	1997–2001	Joined PepsiCo with Quaker acquisition in 2001 .

External Roles

Not disclosed in PepsiCo’s 10‑K executive biographies or proxy statements reviewed .

Fixed Compensation

Metric	2022	2023	2024
Base Salary (paid) ($)	815,385	842,308	892,308
Base Salary (as of FY year‑end) ($000)	800	850	900
Base Salary (effective Q1 2025) ($)	—	—	1,000,000
Target Annual Incentive ($)	—	1,262,500	1,337,500
Maximum Annual Incentive ($)	—	3,787,500	4,012,500
All Other Compensation ($)	146,890	189,341	138,240
All Other Compensation – detail	—	—	Aircraft $82,890; Car/Ground $25,350; Charitable $30,000

Performance Compensation

Annual Incentive (EICP) structure and results

Metric	Weighting	2023 Target	2023 Actual	2024 Target	2024 Actual	Steven Williams Payout ($)
Organic Revenue (Performance)	30%	6.0%	9.5%	4.5%	2.0%	2023: 2,013,690; 2024: 770,400
Core Const. Currency EPS Growth	30%	8%	14%	8.5%	9%	—
Relative Competitive Performance	30%	—	—	—	—	—
Free Cash Flow (Ex Certain Items)	10%	$7.9B	$9.1B	$9.1B	$8.7B	—
Note: Business-unit targets and relative performance thresholds are not disclosed due to competitive sensitivity; NEOs’ weighting is 30%/30%/30%/10% with bonus scores capped at target if certain hurdles are not met .

Long-Term Incentive (PSUs and LTC)

Award Cohort	Metric(s)	Target/Scale	Actual Performance	Payout	Steven Williams Amount/Units	Vesting
2022 PSUs	3‑yr avg Core Const. Currency EPS Growth; 3‑yr avg Organic Revenue Performance	0–200% of target	EPS 11.2% vs max 10.3%; Organic Revenue 8.6% vs max 6.8%	200% of target	Granted 14,172; Earned 28,344	Payout/vesting on 3/1/2025
2022 LTC	Relative TSR vs proxy peer group	0–200% of target	TSR -4.6%; 35th percentile	70% of target	Granted $1,190,000; Earned $833,000	Cash payout at 3rd anniversary
2021 PSUs	PSU vest/share payout	—	—	—	Vested 30,172; Value realized $4,951,980; Dividend equivalents $452,052	Payout on 3/1/2024
2021 LTC	Relative TSR	—	TSR 24.4%; 74th percentile	148% of target	Granted $1,020,000; Earned $1,510,000	Cash payout at 3rd anniversary

Outstanding and recent equity awards

Grant Type	Grant Date	Vest Date	Target Units	Market/Payout Value
PSUs	3/1/2024	3/1/2027	18,082	$2,764,557 (at $152.89 as of 12/27/2024)
PSUs	3/1/2023	3/1/2026	15,439	$2,360,469 (at $152.89 as of 12/27/2024)
PSUs	3/1/2022	3/1/2025	14,172	$2,166,757 (at $152.89 as of 12/27/2024)

Vesting terms: PSUs vest on the third anniversary of grant, subject to achievement of three‑year performance targets; pro‑rata vesting upon retirement between ages 55–61 with ≥10 years of service and full vesting at age ≥62 with ≥10 years; as of FY2024 year‑end Williams is eligible for pro‑rata vesting .

Equity Ownership & Alignment

Ownership/Policy	Detail
Beneficial ownership	92,803 shares directly owned as of Feb 27, 2025 .
Rights to acquire	28,344 shares acquirable within 60 days (from equity awards) .
Savings Plan	414 Common Stock equivalent shares in PepsiCo Savings Plan .
Pledging/Hedging	None of Williams’ shares are subject to pledge; PepsiCo prohibits hedging and pledging by officers .
Stock ownership guidelines	Executives must own PepsiCo stock worth two to eight times base salary; five years to comply; all executive officers have met or are on track .
Share retention policy	Limits option‑exercise cash proceeds to 20% per year; requires holding ≥50% of net shares from PSU vesting; executives maintaining required ownership are exempt .
Option exposure	No new stock options granted to NEOs in 2024; executive officers do not receive options under current practices .

Employment Terms

Term	Provision
Employment agreement	None; PepsiCo does not have employment contracts for NEOs .
Severance policy	No formal severance programs; cash severance above 2.99× salary+bonus requires shareholder ratification for new agreements .
Change-in-control	Double‑trigger acceleration: vesting only if involuntary termination without cause or resignation for good reason within two years of a change in control or awards not assumed .
Termination values (12/28/2024)	Retirement/termination: Vest $6.9M; Forfeit $4.9M; Death/LTD: Vest $4.9M .
Clawbacks	Robust clawback provisions across annual incentive, LTI, deferral and pension programs; recovery can occur even without misconduct .
Deferred compensation	2024 aggregate withdrawals/distributions $1,482,393; aggregate balance $1,631,360; 2024 notional earnings $238,608; no above‑market rates .

Multi‑Year Compensation Summary (SEC SCT)

Metric	2022	2023	2024
Salary ($)	815,385	842,308	892,308
Stock Awards ($)	2,310,036	2,640,069	2,969,969
Non‑Equity Incentive – Annual ($)	2,594,880	2,013,690	770,400
Non‑Equity Incentive – Long‑Term ($)	1,761,200	1,509,600	833,000
Pension Value Change ($)	484,099	2,791,721	2,464,533
All Other Compensation ($)	146,890	189,341	138,240
Total ($)	8,112,490	9,986,729	8,068,450

Governance, Peer Group, and Shareholder Feedback

Compensation peer group used for benchmarking and relative TSR includes major consumer and logistics companies such as The Coca‑Cola Company, Procter & Gamble, Nestlé, Walmart, and Verizon; composition assessed annually .
Say‑on‑pay support remains strong: 89% approval at the 2023 Annual Meeting and 90% approval at the 2024 Annual Meeting .
Program features include stringent clawbacks, rigorous stock ownership requirements, prohibition on hedging/pledging, no employment agreements, no repricing, and double‑trigger change‑in‑control vesting .

Investment Implications

Alignment and retention: High equity‑linked pay (PSUs and LTC) with rigorous vesting and prohibitions on hedging/pledging supports alignment; 2022 PSU and LTC outcomes (200% and 70%) highlight sensitivity to EPS growth/organic revenue and relative TSR; minimal near‑term option‑related selling pressure given no current option grants .
Performance linkage: 2024 annual incentive payout compressed vs prior years amid PFNA headwinds (FLNA -0.5%, QFNA -14% organic revenue), signaling pay‑for‑performance discipline; consolidated EPS growth target met (9%), but organic revenue and FCF targets missed, framing uncertainties as Williams scales his North America remit .
Contract risk: Absence of employment agreements and severance guarantees, combined with double‑trigger change‑in‑control terms and strong clawbacks, reduces shareholder‑unfriendly liabilities; termination tables provide transparency on unvested award treatment .
Near‑term catalysts: PSU vesting dates through 2025–2027 and share retention requirements may curb selling pressure; ongoing say‑on‑pay support and peer‑based TSR incentives keep focus on execution and relative performance .