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

James T. Caulfield, EVP and CFO of PepsiCo, reports acquisition of performance-based restricted stock units and changes in holdings within the PepsiCo Savings Plan.

Summary

• On March 1, 2025, James T. Caulfield, EVP and CFO of PepsiCo, reported changes in his beneficial ownership of PepsiCo stock.
• He acquired 13,951 performance-based restricted stock units (PSUs) as part of his compensation.
• These PSUs will vest on March 1, 2028, contingent on achieving performance targets and Compensation Committee approval.
• The number of shares received could range from 0% to 200% of the PSUs granted.
• Caulfield also reported holding 411.3409 shares indirectly through the PepsiCo Savings Plan as of February 28, 2025.
• Since the last report, he acquired 13.4317 shares under the plan.

Sentiment

Score: 6

Explanation: The sentiment is neutral as it is a routine disclosure of stock ownership changes. The PSU grant is a positive incentive, but the vesting is contingent on performance.

Positives

• The acquisition of PSUs aligns the executive's interests with the company's performance over the next three years.
• The Savings Plan holdings reflect continued investment in the company's stock.

Risks

• The vesting of PSUs is contingent on achieving performance targets, which may not be met.
• The value of the shares held in the Savings Plan is subject to market fluctuations.

Future Outlook

The reporting person may receive a number of shares of PepsiCo Common Stock from 0% to 200% of the PSUs granted, depending on the performance level achieved.

Industry Context

Form 4 filings are routine disclosures required by the SEC to provide transparency into the transactions of company insiders, allowing investors to track executive compensation and ownership trends.

Comparison to Industry Standards

• Executive compensation packages often include a mix of salary, stock options, and restricted stock units to align management's interests with shareholder value.
• Performance-based restricted stock units (PSUs) are a common tool used to incentivize executives to achieve specific financial or strategic goals.
• The vesting period of three years is typical for PSU grants, allowing for a longer-term focus on performance.
• Comparing the performance metrics used for vesting to those of peer companies like Coca-Cola or Nestle would provide further context.

Stakeholder Impact

• Shareholders can monitor insider transactions to gain insights into management's confidence in the company.
• Employees participating in the Savings Plan are indirectly affected by the value of PepsiCo stock.

Key Dates