Susan Diamond

About Susan M. Diamond

Independent director since 2023 (age 51), Susan M. Diamond serves on PepsiCo’s Audit Committee and is designated an Audit Committee Financial Expert. She is the former Chief Financial Officer of Humana Inc. (2021–January 2025) and currently serves Humana in an advisory role, following prior leadership positions as President, Home Solutions (2019–2021) and SVP, Medicare (2017–2019) . The Board has affirmatively determined she is independent under SEC and Nasdaq rules .

Past Roles

Organization	Role	Tenure	Committees/Impact
Humana Inc.	Chief Financial Officer	2021–Jan 2025	CFO oversight of finance, risk, compliance
Humana Inc.	President, Home Solutions	2019–2021	Home-based care operations and growth
Humana Inc.	SVP, Medicare	2017–2019	Medicare business leadership
Early-stage venture-backed tech companies	Financial leadership roles	~6 years	Finance leadership in tech ventures
Louisville-based venture capital firm	Chief Financial Officer	~5 years	Portfolio oversight and finance

External Roles

Organization	Role	Tenure	Committees/Impact
Gentiva Health Services (private; Humana interest)	Board Member	Current	Private board governance
JenCare Senior Medical Center (private; Humana interest)	Board Member	Current	Private board governance
Louisville Orchestra	Board Member	Current	Non-profit governance
Louisville Economic Development Alliance	Board Member	Current	Local economic development oversight

Board Governance

Committee assignments: Audit Committee member; Audit Committee met seven times in 2024 .
Financial expert: Board determined Diamond satisfies SEC criteria as an Audit Committee Financial Expert .
Independence: Board affirmed Diamond’s independence under SEC/Nasdaq rules .
Attendance and engagement: In 2024, the Board held 5 meetings and Committees 19 in aggregate; no incumbent director attended fewer than 75% of applicable meetings; all 15 directors attended the 2024 Annual Meeting .
Executive sessions: Regular executive sessions of independent directors at Board and Committee meetings .

Fixed Compensation

Component	2024 Amount	Notes
Annual cash retainer	$120,000	Standard director cash retainer
Equity retainer (phantom units)	$200,000	Granted Oct 1, 2024; each director received 1,167 phantom units based on $171.38 close
All other compensation	$30,310	PepsiCo Foundation matching gifts and related items
Total 2024 director compensation	$350,310	Sum of components
Initial share grant at appointment	1,000 shares	Immediately vested; must be held until departure

Program features:

No meeting fees; additional retainers only for Committee Chairs and Presiding Director (not applicable to Diamond) .
Directors reimbursed for reasonable expenses; no director retirement plan or life/medical insurance benefits .

Performance Compensation

Item	Details
Equity vehicle	Phantom units that track PepsiCo Common Stock; immediately vested; payable after retirement (or later date elected)
2024 phantom unit grant	1,167 units (Oct 1, 2024 at $171.38 close)
Cash deferral election	Deferred entire $120,000 2024 cash retainer into 718 phantom units (at $171.23 on Jun 1, 2024 and $163.05 on Dec 1, 2024)
Clawback	Long-term plans permit cancellation of director equity awards for Global Code violations, non-compete violations, or gross misconduct
Hedging/pledging	Prohibited for directors; limited trading windows apply

Note: PepsiCo does not use performance bonuses, PSUs, or options for non-employee directors; compensation is cash retainer plus equity in phantom units .

Other Directorships & Interlocks

Category	Detail
Current public company boards	None
Prior public company boards (past 5 years)	None
Private/affiliated boards	Gentiva Health Services; JenCare Senior Medical Center (Humana-related)
Related-party transactions	No related-person transactions disclosed for Diamond; Audit Committee oversees and pre-approves any such transactions per policy

Expertise & Qualifications

Deep financial, accounting, strategic, and healthcare expertise from senior roles at Humana, including CFO and business unit leadership; experience in risk and compliance oversight .
Insights in consumer segmentation, data analytics, and consumer-focused technologies acquired at Humana; operational leadership experience as public-company CFO and unit president .
Audit Committee Financial Expert designation and participation in Audit’s oversight of financial reporting, internal controls, compliance, and related-person transaction review .

Equity Ownership

Item	Quantity
Shares of PepsiCo Common Stock beneficially owned	1,000
Phantom units held in PepsiCo deferral programs	4,025
Total economic interest (shares + phantom units)	5,025
Shares pledged as collateral	None; no pledging permitted under policy
Director stock ownership guideline	$600,000 (5x cash retainer); 5 years to comply; all directors have met or are on track

Governance Assessment

Strengths for board effectiveness and investor alignment: Independent status; Audit Committee membership and SEC financial expert designation; engagement evidenced by overall board/committee attendance thresholds; equity-aligned pay via phantom units and full cash deferral; robust clawback, hedging/pledging prohibitions, and limited trading windows .
Potential conflicts/related-party exposure: Diamond sits on boards of Gentiva and JenCare (Humana-related). PepsiCo’s Related Person Transaction policy and Audit Committee oversight mitigate risks; no related-party transactions disclosed for Diamond .
External governance signals: Strong shareholder support for executive compensation (90% “say-on-pay” approval in 2024), indicating constructive investor relations and governance practices .

RED FLAGS

None disclosed for Diamond: no public company interlocks, no pledging/hedging, no related-party transactions reported .
Monitor: Humana-affiliated private board roles (Gentiva, JenCare) for any future transactions requiring Audit Committee review under the Related Person Transaction Policy .