Form 4: PepsiCo EVP and CFO James T. Caulfield Reports Changes in Beneficial Ownership

James T. Caulfield, EVP and CFO of PepsiCo, reports acquisition and disposal of PepsiCo Common Stock and performance-based restricted stock units.

Summary

• On March 1, 2024, James T. Caulfield, EVP and CFO of PepsiCo, reported changes in his beneficial ownership of PepsiCo stock.
• He acquired 13,059 performance-based restricted stock units (PSUs) as part of his compensation, which will vest on March 1, 2027, contingent upon performance targets and Compensation Committee approval.
• The number of shares received from these PSUs can range from 0% to 200% of the granted amount based on performance.
• 3,296 shares of PepsiCo Common Stock were withheld to cover tax obligations upon the vesting of restricted stock units at a price of $164.125.
• Caulfield also reported owning 397.9092 shares indirectly through his 401(k) plan as of March 1, 2024.
• Following these transactions, Caulfield directly owns 30,987 shares of PepsiCo Common Stock and indirectly owns 397.9092 shares through his 401(k).

Sentiment

Score: 7

Explanation: The document reflects standard executive compensation practices and insider trading reporting, indicating a neutral to slightly positive sentiment due to alignment of executive interests with company performance.

Positives

• The acquisition of performance-based restricted stock units aligns the executive's interests with the company's long-term performance.

Future Outlook

The performance-based restricted stock units will vest in 2027 contingent on performance targets and Compensation Committee approval, influencing future ownership.

Industry Context

Form 4 filings are standard practice for reporting changes in beneficial ownership by company insiders, providing transparency to investors.

Comparison to Industry Standards

• Executive compensation packages often include performance-based equity awards to align management's interests with shareholder value, a common practice among S&P 500 companies.
• Tax withholding on vesting equity is a standard procedure, similar to practices at companies like Coca-Cola (KO) and Mondelez International (MDLZ).

Stakeholder Impact

• The transactions may have a minor impact on shareholders by slightly diluting equity, but the performance-based compensation structure is designed to drive long-term value.

Key Dates