PepsiCo, Inc.

Corporate Governance Guidelines

As of February 7, 2024

The Board of Directors (the “Board”) of PepsiCo, Inc. (the “Corporation”), acting on the
recommendation of its Nominating and Corporate Governance Committee, has developed and
adopted the following corporate governance guidelines (the “Guidelines”) to establish a common set
of expectations to assist the Board and its Committees in performing their duties. These Guidelines
should be interpreted in the context of all applicable laws and the Corporation’s Articles of
Incorporation and By- Laws and other corporate governance documents and are intended to serve as
a flexible framework within which the Board may conduct its business and not as a set of legally
binding obligations. The Board will review and, if appropriate, revise these Guidelines annually, or
more frequently if necessary.

A. Director Responsibilities

The following are the Board’s primary responsibilities, some of which may be carried out by one or
more Committees of the Board or the independent Directors, as appropriate:

1. Represent the interests of the Corporation’s shareholders in maintaining and enhancing

the success of the Corporation’s business, including optimizing long-term returns to
increase shareholder value.

2. Select a Chief Executive Officer (“CEO”) in a way that it considers in the best interests of
the Corporation. Formally evaluate the performance of the CEO, the executive officers 1
and other key executives each year.

3. Oversee and interact with senior management with respect to key aspects of the
Corporation’s business including strategy, strategic planning, food safety, cybersecurity,
compliance, risk assessment and mitigation, senior management development and
succession, operating performance, sustainability and shareholder returns.

4. Provide general advice and counsel to the Corporation’s CEO and senior management
team.

5. Adopt and oversee compliance with the Corporation’s Global Code of Conduct.

6. Hold regularly scheduled executive sessions of independent Directors.

7. Attend all Board and applicable Committee meetings. Any extraordinary circumstance that
would cause a Director to be unable to attend a Board or Committee meeting should be
discussed with the Chairman of the Board as far in advance as possible.

8. Review meeting materials in advance of Board and Committee meetings. Suggest

additional topics to be included on meeting agendas by contacting the Chairman of the
Board, the Presiding Director or the relevant Committee Chair.

9. Discharge duties as a Director and Committee member under applicable law. North
Carolina law requires that a Director shall act: (1) in good faith; (2) with care an ordinary
prudent person in a like position would exercise under similar circumstances; and (3) in a
manner he or she believes to be in the best interests of the Corporation.

B. Board Leadership.

1. Chairman of the Board. The Board will annually elect one Director to serve as Chairman of
the Board. The Chairman of the Board may also be the CEO or any other officer of the
Corporation. The Board does not have a policy on whether the roles of Chairman of the

1 The term “executive officer” has the meaning specified for the term “officer” in Rule 16a-1(f) under the
Securities Exchange Act of 1934.
 Board and CEO should be separate or combined. This allows the Board flexibility to
determine whether the two roles should be separated or combined based upon the
Corporation’s needs and the Board’s assessment of the Corporation’s leadership from time
to time.

2. Presiding Director.

(a) If the Chairman of the Board is not an independent Director, the independent
members of the Board will designate an independent Director to act as Presiding
Director based on the recommendation of the Nominating and Corporate
Governance Committee. Except as the independent Directors may otherwise
determine, the Presiding Director shall be appointed for a term of three years. The
Nominating and Corporate Governance Committee shall oversee the process for
selecting the Presiding Director.

(b) The Board will evaluate the Presiding Director’s performance annually under the
guidance of the Nominating and Corporate Governance Committee.

(c) The Presiding Director shall assume the following responsibilities:

• Preside at all meetings of the Board at which the Chairman is not present,
including executive sessions of the independent Directors;
• Serve as a liaison between the Chairman and the independent Directors;
• Have the authority to approve information sent to the Board;
• Approve meeting agendas for the Board;
• Approve meeting schedules to assure that there is sufficient time for
discussion of all agenda items;
• Have the authority to call meetings of the independent Directors; and
• If requested by major shareholders, ensure that he or she is available for
consultation and direct communication.

C. Director Qualification Standards

1. The Nominating and Corporate Governance Committee is responsible for recommending
to the Board: (1) candidates to fill vacancies and newly created directorships and (2)
candidates to be nominated by the Board for election as Directors at the Corporation’s
Annual Meeting of Shareholders.

2. In connection with the selection and nomination process, the Nominating and Corporate
Governance Committee shall review the desired experience, mix of skills and other
qualities to determine appropriate Board composition, taking into account the current
Board members and the specific needs of the Corporation and the Board. The Nominating
and Corporate Governance Committee considers the following attributes of candidates for
the Board of Directors: (1) relevant knowledge, diversity of background and experience in
areas including business, finance, accounting, technology and cybersecurity, marketing,
international business, government, human capital management and talent development;
(2) personal qualities of leadership, character, judgment and whether the candidate
possesses a reputation in the community at large of integrity, trust, respect, competence
and adherence to the highest ethical standards; (3) roles and contributions valuable to the
business community; and (4) whether the candidate is free of conflicts and has the time
required for preparation, participation and attendance at meetings. In addition, the
Nominating and Corporate Governance Committee seeks to achieve diversity within the
Board and adheres to the Corporation’s philosophy of maintaining an environment free
from discrimination on the basis of race, color, religion, sex, sexual orientation, gender
identity, age, national origin, disability, veteran status or any protected category under
applicable law. This process is designed to provide that the Board includes members with
diverse backgrounds, skills and experience, including appropriate financial and other
expertise relevant to the business of the Corporation. Accordingly, the Nominating and
Corporate Governance Committee is committed to actively seeking out highly qualified
women and minority candidates, as well as candidates with diverse backgrounds, skills and
experiences, to include in the pool from which Board nominees are chosen.
 3. Independent Directors must comprise a majority of the Board.

4. An independent Director of the Corporation is a Director who meets The Nasdaq Stock
Market LLC (“Nasdaq”) definition of independence, as determined by the Board.
Consistent with this definition, an independent Director is a Director who 2:

(a) is not, and was not at any time during the past three years, employed by
the Corporation;
(b) has not accepted, and does not have a family member 3 who accepted, any
compensation from the Corporation in excess of $120,000 during any
period of twelve consecutive months within the three years preceding the
determination of independence, other than the following:
(i) compensation for Board or Board Committee service;
(ii) compensation paid to a family member who is an employee (other
than an executive officer) of the Corporation; or
(iii) benefits under a tax-qualified retirement plan, or non-discretionary
compensation.
(c) is not a family member of an individual who is, or at any time during the
past three years was, employed by the Corporation as an executive officer;
(d) is not, and does not have a family member who is, a partner in, or a
controlling shareholder or an executive officer of, any organization
(including charitable organizations) to which the Corporation made, or
from which the Corporation received, payments for property or services in
the current or any of the past three fiscal years that exceed 5% of the
recipient’s consolidated gross revenues for that year, or $200,000,
whichever is more, other than the following:
(i) Payments arising solely from investments in the Corporation’s
securities; or
(ii) Payments under non-discretionary charitable contribution matching
programs.
(e) is not, and does not have a family member who is, employed as an
executive officer of another entity where at any time during the past three
years any of the executive officers of the Corporation serve on the
compensation committee of such other entity;
(f) is not, and does not have a family member who is, a current partner of the
Corporation’s outside auditor, or was a partner or employee of the
Corporation’s outside auditor who worked on the Corporation’s audit at
any time during any of the past three years; and
(g) does not have any relationship which, in the opinion of the Board, would
interfere with the exercise of independent judgment in carrying out the
responsibilities of a director.

5. In making a determination as to whether a Director has any relationship which, in the

opinion of the Board, would interfere with the exercise of independent judgment in
carrying out the responsibilities of a director, the Board shall consider all relevant facts and
circumstances, including the Director’s commercial, industrial, banking, consulting, legal,
accounting, charitable and familial relationships and such other criteria as the Board may
determine from time to time. If a Director serves as a director or trustee of a charitable
organization, such relationship will be considered to not be a material relationship that
would impair a Director’s independence where contributions from the Corporation, or any
of its consolidated subsidiaries, to such charitable organization in any of the last three
fiscal years do not exceed the greater of $200,000 or 5% of the annual consolidated gross

2 The following provisions will be interpreted in a manner consistent with Nasdaq’s definition of
independence, including the exceptions contained therein.
3 A “family member” is defined as a person’s spouse, parents, children, siblings, mothers and fathers-in-law,

sons and daughters-in-law, brothers and sisters-in-law, and anyone (other than domestic employees) who
shares such person’s home.
 revenues of such charitable organization for its last completed fiscal year. When such
thresholds are exceeded, the Board will make a case-by-case determination.

6. In addition to satisfying all of the independence criteria set forth in paragraphs 4 and 5 of
this Section C, members of the Audit Committee and the Compensation Committee must
meet additional independence criteria.

(a) All members of the Audit Committee must meet the following
requirements:

(i) Director’s fees are the only compensation that members of the Audit
Committee may receive from the Corporation or any of its subsidiaries.
Audit Committee members may not receive directly or indirectly any
consulting, advisory or other compensatory fees from the Corporation
or any of its subsidiaries (other than in such individual’s capacity as a
member of the Audit Committee, the Board of Directors, or any other
committee of the Board).
(ii) No member of the Audit Committee may be an “affiliated person” of
the Corporation, or any of its subsidiaries, as such term is defined by
the Securities and Exchange Commission.

(b) In determining whether a Director is considered independent for purposes

of serving on the Compensation Committee, the Board must consider all
factors specifically relevant to determining whether such Director has a
relationship to the Corporation, or any of its consolidated subsidiaries, that
is material to such Director's ability to be independent from management
in connection with the duties of a compensation committee member,
including:

(i) the source of such Director’s compensation, including any consulting,

advisory or other compensatory fee received from the Corporation or
any of its consolidated subsidiaries; and
(ii) whether such Director is affiliated with the Corporation, any of its
subsidiaries, or an affiliate of any of its subsidiaries.

7. No Director may stand for election to the Board after reaching the age of 75.

8. Directors generally will serve on no more than four boards of public companies (including
the Corporation’s Board) or, if the Director is serving as an executive officer of a public
company, no more than two boards of public companies (including the Corporation’s
Board). Prior to accepting any position on the board of directors of any non-profit or for-
profit organization, the Director shall notify the Corporation’s Secretary and, for any public
company board position, shall obtain approval of the Presiding Director and the Chairman
of the Nominating and Corporate Governance Committee. The Corporation’s Audit
Committee members may not sit concurrently on the audit committees of more than two
other public companies.

9. The Board has not established term limits for Directors. The process described in
paragraph 2 of this Section C can, like term limits, promote the inclusion on the Board of
people with diverse perspectives. Moreover, term limits have the disadvantage of causing
the Corporation to lose the contributions of Directors who have been able to develop over
a period of time, increasing insight into the Corporation and its operations, thereby
increasing their contributions to the Corporation. As an alternative to term limits, the
Board believes that its evaluation and nomination processes help ensure that the
Corporation has a properly constituted and functioning Board. The Board does not believe
that renomination of incumbent board members should be an automatic exercise and, in
connection with determining whether an incumbent director should be renominated, the
Nominating and Corporate Governance Committee regularly considers the overall mix of
tenures on the Board, the average tenure of all independent directors, each director’s
length of service on the Board and contributions, and such other factors as the Board
considers appropriate.

10. A Director shall offer, in writing, to resign if there is any significant change in the
individual’s personal circumstances, including a significant change in the Director’s job
 responsibilities. The Chairman of the Nominating and Corporate Governance Committee
shall recommend, to the full Board, acceptance or rejection of such an offer after
consultation with the Committee members, the Chairman of the Board and the Presiding
Director. No resignation is effective unless it is received by the Corporation’s Secretary.

D. Annual Election of Directors

1. Any nominee for Director in an uncontested election (i.e., an election where the number
of nominees is not greater than the number of Directors to be elected) who receives a
greater number of votes “against” the individual’s election than votes “for” such election
shall, promptly following certification of the shareholder vote, offer such individual’s
resignation to the Board. The resignation offer shall be made promptly and in writing, and
shall be an irrevocable resignation offer pending acceptance or rejection as provided
herein.

2. The Nominating and Corporate Governance Committee shall consider the resignation offer
and make a recommendation to the Board. The independent members of the Board will
act on the Nominating and Corporate Governance Committee’s recommendation within
90 days following certification of the shareholder vote.

3. In deciding the action to be taken with respect to any such resignation offer, the
independent members of the Board shall limit their consideration to determining what is
in the best interests of the Corporation and its shareholders. In this regard, the Board
should consider all factors deemed relevant, including but not limited to:
(a) the level of shareholder support the Director has received in prior
elections;
(b) any stated reasons why shareholders voted against such Director;
(c) any alternatives for curing the underlying cause of the “against” votes;
(d) the Director’s tenure;
(e) the Director’s qualifications;
(f) the Director’s past and expected future contributions to the Corporation;
and
(g) the overall composition of the Board, including whether accepting the
resignation offer would cause the Corporation to be in violation of its
constituent documents or fail to meet any applicable regulatory or
contractual requirements.

4. The Board’s actions with respect to any resignation offer may include:
(a) accepting the resignation offer;
(b) deferring acceptance of the resignation offer until a replacement Director
with the appropriate qualifications similar to those held by the subject
Director (e.g., Audit Committee financial expertise) can be identified and
elected to the Board;
(c) refusing to accept the Director resignation and, if appropriate, addressing
any concerns that may have led to the “against” votes;
(d) resolving that the Director will not be re-nominated for election at the next
Annual Meeting of Shareholders; or
(e) rejecting the resignation offer as not in the best interest of the
Corporation.

5. An accepted resignation offer will become effective immediately upon acceptance or upon
such other time as determined by the independent members of the Board consistent with
these Guidelines.

6. Following the determination by the independent members of the Board, the Corporation
shall promptly disclose publicly in a document furnished or filed with the Securities and
Exchange Commission the decision of whether or not to accept the resignation offer. The
 disclosure shall include the basis for the decision, including, if applicable, the reasons for
rejecting the resignation offer.

7. A Director who offers to resign in accordance with this Section D shall not be present
during the deliberations or voting by the Nominating and Corporate Governance
Committee or the Board as to whether to recommend or accept such individual’s
resignation offer or during the deliberations or voting with respect to any other Director
who has also offered to resign in accordance with this Section D. However, if enough
members of the Nominating and Corporate Governance Committee do not receive more
“for” votes than “against” votes in the same uncontested election such that a quorum of
the Nominating and Corporate Governance Committee cannot be attained, then the other
independent Directors who received a greater number of “for” votes than “against” votes
in that election will be asked to consider and decide whether to accept the resignation
offers of the affected Directors. If only three or fewer independent Directors did not
receive more “for” votes than “against” votes in the same uncontested election, then all
independent Directors may participate in any discussions or actions with respect to
accepting or turning down the resignation offers (except that no Director will vote to
accept or turn down the individual’s own resignation offer). Any affected Director will be
afforded the opportunity to provide any information or statement that he or she deems
relevant.

E. Board Committees
1. Currently, the Board has the following Committees: Audit, Compensation, Nominating and
Corporate Governance, and Sustainability, Diversity and Public Policy. Each Committee has
its own Charter, in accordance with applicable laws and regulations, which sets forth the
purpose and responsibilities of the Committee. The Board shall evaluate and determine
the circumstances under which to form or disband new Committees, as it deems
necessary or appropriate, subject to applicable laws and regulations.

2. The Audit Committee, Compensation Committee, and Nominating and Corporate

Governance Committee shall at all times be comprised solely of independent Directors,
except as otherwise permitted by Nasdaq rules.

3. The Nominating and Corporate Governance Committee shall periodically review

succession plans for the members of the Board, the members of each Committee, the
Chair of each Committee and the Presiding Director. Consideration shall be given to
rotating Committee members periodically.

4. The Board shall appoint the Chair of each Committee. Except as the Board may otherwise
determine, the Chair shall be appointed for a term of three years and the Board will not
appoint a Chair to serve for more than three consecutive three-year terms.

F. Director Compensation

1. Non-employee Directors, Chairs of the Committees of the Board and the Presiding Director
shall receive reasonable compensation for their services, as may be determined from time
to time by the Board upon recommendation of the Compensation Committee.

2. Compensation for non-employee Directors, Chairs of the Committees of the Board and the
Presiding Director shall be consistent with the market practices of other similarly situated
companies but shall not be at a level or in a form that would call into question the Board’s
objectivity.

3. The Compensation Committee of the Board shall annually review and report to the Board
with respect to Director compensation.

4. Directors who are employees of the Corporation shall receive no additional pay, other
than reimbursement of reasonable expenses incurred to attend Board and Committee
meetings, for serving as Directors of the Corporation.

5. Directors who are members of the Audit Committee may receive no compensation from
the Corporation other than the fees they receive for serving as Directors of the
Corporation and Chairs of the Committees of the Board.
G. Director Access to Senior Management and Independent
Advisors
1. The Board is expected to be highly interactive with senior management.

2. It is the Board’s policy that executive officers and other members of senior management
who report directly to the CEO be present at Board meetings at the invitation of the Board.

The Board encourages such executive officers and senior management to make
presentations, or to include in discussions at Board meetings managers and other
employees who:

(a) can provide insight into the matters being discussed because of their
functional expertise and/or personal involvement in such matters; and/or
(b) are individuals with high potential whom such executive officers and senior
management believe the Directors should have the opportunity to meet
and evaluate.
3. The Board and its Committees are authorized to consult with independent advisors at the
expense of the Corporation, as is necessary and appropriate, without consulting
management of the Corporation.

H. Director Orientation and Continuing Education

1. The Board shall implement and maintain an orientation program for newly elected
Directors and shall periodically offer continuing education presentations to Board
members.

2. Directors are required to continue educating themselves with respect to topics related to
the Corporation’s business, including international markets, accounting and finance,
leadership, risk assessment, industry practices, general management, sustainability, and
strategic planning.

I. Senior Management Succession and CEO Compensation

1. The CEO shall provide an annual report to the Board assessing senior managers and their
potential to succeed him or her, and such report shall be developed in consultation with
the Presiding Director and the Chairman of the Nominating and Corporate Governance
Committee and include plans in the event of an emergency or retirement of the CEO.

2. The Board has the primary responsibility for plans for succession to the position of CEO
and oversight of other executive officer positions.

3. The Nominating and Corporate Governance Committee oversees preparation of and

recommends to the Board the process and protocols regarding succession plans for the
CEO, including plans in the event of an emergency or unexpected resignation or
retirement of the CEO.

4. The Compensation Committee is responsible for reviewing and approving individual and
corporate performance goals and other objectives relevant to the compensation of the
CEO, executive officers and other key executives (in accordance with the Compensation
Committee Charter) and for evaluating and discussing with the independent members of
the Board the individual performance of the CEO, as well as the performance of the
Corporation, in light of such goals and objectives.

5. The independent members of the Board set the CEO’s compensation level based on the
evaluation and recommendation of the Compensation Committee.

J. Stock Ownership Requirements

1. Directors and executive officers are expected to own a meaningful number of shares of
stock in the Corporation to more closely align their economic interests with those of other
 shareholders. Accordingly, the Compensation Committee periodically reviews minimum
stock ownership guidelines for non-employee Directors and executive officers. Non-
employee Directors are required to own shares of the Corporation’s common stock (or
share equivalents) equal to five times their annual cash retainer within five years of joining
the Board. The CEO is required to own shares or share equivalents equal to eight times the
CEO’s annual salary and other executive officers are required to own shares or share
equivalents equal to two or four times such officer’s annual salary, in each case within five
years of becoming subject to the ownership requirement.

2. Directors and executive officers are prohibited from using any strategies or products (such
as derivative securities or short-selling techniques) to hedge against the potential changes
in the value of the Corporation’s common stock.

K. Annual Performance Evaluation of the Board

1. The Board and each of its Committees will conduct a self-evaluation at least annually.

2. The Board will also review the Nominating and Corporate Governance Committee’s
periodic recommendations concerning the performance of the Board, each of its
Committees and the Presiding Director.

L. Communications with the Board

1. Shareholders and other interested parties may send communications directed to the
Board of Directors, a Committee of the Board, the Presiding Director, the independent
Directors as a group or an individual member of the Board by calling 1-866-626-0633; by
sending a letter to PepsiCo, Inc., 700 Anderson Hill Road, Purchase, New York, 10577,
ATTN: Corporate Secretary; or by submitting a communication on-line through the
Corporation’s website www.pepsico.com under “Who We Are”—“Corporate
Governance”—“Contact the Board.”

2. A description of the Corporation’s processes for handling Communications to the Board is

included in the Corporation’s annual proxy statement.