PEPSICO INC (PEP)
Sector: Consumer Staples
2026 Annual Meeting Analysis
PEPSICO INC · Meeting: May 6, 2026
Directors FOR
13
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of 13 Director Nominees Named in This Proxy Statement
Bailey joined in 2023 (within 24 months of the meeting), so she is exempt from the TSR trigger; no overboarding, attendance, or independence concerns.
Conde has served since 2016 and PEP's 3-year TSR trails the peer median by only 17.9 percentage points, below the 20-point threshold required to trigger a against vote at negative absolute TSR; no overboarding (holds PEP plus Ralph Lauren and Walmart, totaling 3 public boards as a non-executive director).
Cook has served since 2008 and the 3-year TSR gap vs. the peer median (-17.9pp) does not breach the 20-point trigger threshold; no overboarding or attendance concerns.
Cooper joined in 2021 (approximately 4–5 years ago) and the 3-year TSR gap does not breach the 20-point trigger; holds PEP and Amazon (2 boards), well within limits.
Diamond joined in 2023 (within 24 months of the meeting), so she is exempt from the TSR trigger; no other adverse flags.
Dublon has served since 2005 and the 3-year peer gap of -17.9pp does not breach the 20-point trigger; holds PEP and T. Rowe Price (2 boards), within limits.
Gass is a sitting CEO (Levi Strauss) with PEP as her only outside public board, satisfying the policy limit of 1 outside board for sitting CEOs; TSR trigger does not fire.
Gibbs is a new nominee with no prior PEP board tenure and therefore fully exempt from the TSR trigger; relevant experience as former CEO/CFO of Yum! Brands.
Laguarta has served as director since 2018 and the 3-year TSR gap vs. the peer median (-17.9pp) does not breach the 20-point threshold applicable at negative absolute TSR; the TSR trigger does not fire, so no against vote is warranted on the director election independent of Say on Pay.
Lewis joined in 2020 and the peer TSR gap does not breach the trigger threshold; holds PEP and Diageo (2 boards), within limits.
Pohlad has served since 2015 and the TSR trigger does not fire; related-person transactions (Minnesota Twins, Minnesota United, Little Caesars franchises) are all below 1% of PEP revenues and deemed arm's-length by the board, not rising to a level that impairs independence.
Vasella has served since 2002 and the 3-year peer gap does not breach the trigger; holds PEP and American Express (2 boards), within limits.
Weisser has served since 2011 and the TSR trigger does not fire; holds PEP, Bayer AG, and Linde (3 boards as a non-executive director), within the 4-board limit.
All 13 nominees receive a FOR vote. PepsiCo's 3-year total shareholder return is negative (-3.6%), and the company trails its compensation peer group median by 17.9 percentage points over three years. However, the applicable policy threshold for a negative absolute 3-year TSR is 20 percentage points, and the gap of 17.9pp falls just short of that threshold, so no TSR-based against vote is triggered for any director. The 5-year TSR of +23.4% versus a peer median of +10.8% (PEP outperforms by +12.6pp) further confirms that recent underperformance appears transient. No director is overboarded, no attendance issues were disclosed, and all independent directors meet applicable independence standards.
Say on Pay
✓ FORCEO
Ramon L. Laguarta
Total Comp
$23,903,545
Prior Support
N/A
CEO Ramon Laguarta received total compensation of approximately $23.9 million in fiscal 2025. PepsiCo is a large-cap Consumer Defensive company with a market cap of approximately $209 billion, and CEO pay at this level is broadly in line with benchmark expectations for a company of this scale and complexity. The pay structure is heavily weighted toward variable and performance-based pay — the proxy confirms that the Chairman and CEO's target pay mix places the greatest emphasis on performance-based incentives, well above the 50–60% variable pay threshold required by policy. PEP's 3-year TSR of -3.6% trails the peer median by 17.9 percentage points, which is below the 20-point threshold that would require a negative pay-for-performance finding; additionally, the 5-year TSR of +23.4% significantly outperforms the peer median of +10.8%, indicating the recent underperformance is not a sustained pattern. The program includes a stringent clawback policy, rigorous stock ownership requirements, and no shareholder-unfriendly features such as employment agreements, so a FOR vote is warranted.
Auditor Ratification
✗ AGAINSTAuditor
KPMG LLP
Tenure
36 yrs
Audit Fees
$31,709,000
Non-Audit Fees
$2,593,000
KPMG has served as PepsiCo's auditor since 1990, a tenure of approximately 36 years, which exceeds the 25-year threshold in our policy. The non-audit fee ratio (audit-related fees of $2,184,000 plus tax fees of $409,000 = $2,593,000 non-audit, versus audit fees of $31,709,000) is approximately 8%, well within the 50% limit and does not raise independence concerns on its own. However, the proxy does not provide a specific and compelling rationale for retaining KPMG beyond noting lead partner rotation and general audit quality factors — this does not satisfy the policy exception for tenures of 36 years, so a against vote is warranted on tenure grounds alone.
Stockholder Proposals
3 proposals submitted by shareholders
Proposal 4
Shareholder Proposal No. 4 (as described in the proxy filing — specific title not fully extracted from truncated text)
The full text of Shareholder Proposal No. 4 was not included in the extracted portion of the proxy filing provided for analysis, preventing a complete evaluation of the filer identity, ask type, and merits. In the absence of sufficient information to affirmatively support the proposal, and noting that the board recommends against it, a default against vote is applied consistent with the policy's requirement to evaluate proposals on their merits before supporting them. Shareholders should review the full proxy statement to assess this proposal independently.
Proposal 5
Shareholder Proposal No. 5 (as described in the proxy filing — specific title not fully extracted from truncated text)
The full text of Shareholder Proposal No. 5 was not included in the extracted portion of the proxy filing provided for analysis, preventing a complete evaluation of the filer identity, ask type, and merits. In the absence of sufficient information to affirmatively support the proposal, and noting that the board recommends against it, a default against vote is applied. Shareholders should review the full proxy statement to assess this proposal independently.
Proposal 6
Shareholder Proposal No. 6 (as described in the proxy filing — specific title not fully extracted from truncated text)
The full text of Shareholder Proposal No. 6 was not included in the extracted portion of the proxy filing provided for analysis, preventing a complete evaluation of the filer identity, ask type, and merits. In the absence of sufficient information to affirmatively support the proposal, and noting that the board recommends against it, a default against vote is applied. Shareholders should review the full proxy statement to assess this proposal independently.
Overall Assessment
This is a mostly routine annual meeting ballot for PepsiCo with 13 director nominees, auditor ratification, a Say on Pay vote, and three shareholder proposals. The primary flag on this ballot is the auditor ratification — KPMG has served for 36 years, well past the 25-year policy threshold, warranting an against vote; all other proposals receive a FOR vote except the three shareholder proposals, which cannot be fully evaluated due to truncated filing text but receive a default against vote in the absence of complete information.
Compensation Peer Group
21 companies disclosed in 2026 proxy filing