PEPPepsiCo
Deals with insiders in the proxy filed 2026-03-27
Deals between PEP and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement.
New this year
Paragraphs about a deal, a person or a relative with nothing like them in the proxy filed 2025-03-28.
Nothing new: every deal in this year's section was reported last year too.
The whole section
11 paragraphs quoted as filed
Related Person Transactions“The Board of Directors has adopted written Related Person Transaction Policies and Procedures that generally apply to any transaction or series of transactions:”
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Related Person Transactions“in which the Company or a subsidiary was or is a participant; where the amount involved exceeds or is expected to exceed $120,000 since the beginning of the Company’s last completed fiscal year; and in which the related person (i.e., a director, director nominee, executive officer, greater than five percent beneficial owner of the Company’s Common Stock, or any immediate family member of any of the foregoing) has or will have a direct or indirect material interest.”
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Related Person Transactions“The transactions described above are submitted to the Audit Committee for review and approval or ratification.”
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Review and Approval of Transactions with Related Persons“In determining whether to approve, ratify or disapprove of the entry into a related person transaction, the Audit Committee considers all relevant facts and circumstances and takes into account, among other factors:”
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Review and Approval of Transactions with Related Persons“whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances; whether the transaction would impair the independence of an outside director; and whether the transaction would present an improper conflict of interest for any director or executive officer of the Company.”
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Review and Approval of Transactions with Related Persons“The Audit Committee has considered and adopted standing pre-approvals under the policy for limited transactions with related persons. The Company’s General Counsel maintains a list of transactions deemed pre-approved under the policy for review by any Board member.”
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Transactions with Related Persons“The Board thoroughly considered the following ongoing transactions that are indirectly related to Robert C. Pohlad and determined that the transactions do not impair Mr. Pohlad’s independence or his ability to exercise independent judgment in carrying out the responsibilities of a director of the Company:”
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Mr. Pohlad and his immediate family members indirectly own a majority of the“equity interests in the Minnesota Twins, a Major League Baseball team. Members of Mr. Pohlad’s immediate family are employed by the Minnesota Twins, including his son, Thomas Pohlad, who serves as Chairman of the Board and is a current executive officer of the Minnesota Twins, serving as Executive Chair. PepsiCo and the Minnesota Twins are parties to sponsorship agreements with respect to the sale of PepsiCo products at the Minnesota Twins’ stadium. In 2025, PepsiCo made payments to the Minnesota Twins of approximately $1,045,000 in connection with sponsorship agreements, and PepsiCo received payments of approximately $1,366,000 from the Minnesota Twins and independent third parties in connection with the sale of PepsiCo products at the Minnesota Twins’ stadium. Transactions between the Minnesota Twins and PepsiCo, individually and in the aggregate, represented less than 1% of the annual revenues of the Minnesota Twins and PepsiCo for each of 2025, 2024 and 2023. Mr. Pohlad and his brothers indirectly own an equity interest of approximately 13% in Minnesota United, a Major League Soccer team. PepsiCo and Minnesota United are parties to a sponsorship agreement with respect to the sale of PepsiCo products at the Minnesota United’s stadium. In 2025, PepsiCo made payments to Minnesota United of approximately $190,000 in connection with a sponsorship agreement, and PepsiCo received payments of approximately $220,000 from an independent third party in connection with the sale of PepsiCo products at Minnesota United’s stadium. Payments from the independent third party to PepsiCo, individually and in the aggregate, represented less than 1% of the annual revenues of PepsiCo for each of 2025, 2024 and 2023. Payments from PepsiCo to Minnesota United, individually and in the aggregate, represented less than 1% of the annual revenues of Minnesota United for each of 2025, 2024 and 2023.”
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Mr. Pohlad and his immediate family members indirectly own an equity interest of approximately“90% in an entity that owns a number of Little Caesars franchises. PepsiCo and Little Caesar Enterprises, Inc., an unrelated third party that is the franchisor of the Little Caesars brand in the United States, are parties to an agreement governing the purchase of beverage products by approximately 3,500 Little Caesars franchises, including the Little Caesars franchises that were owned by the entity affiliated with Mr. Pohlad during 2025 (the “Pohlad Little Caesars Franchises”) and any additional Little Caesars franchises that such entity acquires in the future. In 2025, the Pohlad Little Caesars Franchises made payments of approximately $1,413,000 to PepsiCo in connection with beverage sales and PepsiCo made rebate payments of approximately $136,000 to these Little Caesars franchises. Payments from the Pohlad Little Caesars Franchises to PepsiCo, individually and in the aggregate, represented less than 1% of the annual revenues of PepsiCo for each of 2025 and 2024. Rebate payments from PepsiCo to the Pohlad Little Caesars Franchises, individually and in the aggregate, represented less than 1% of the aggregate annual revenues of these Little Caesars franchises for each of 2025 and 2024.”
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Mr. Pohlad and his immediate family members indirectly own an equity interest of approximately“Mr. Pohlad is and was not involved in negotiating any of these arm’s-length transactions. The Board thoroughly considered these relationships and determined that they do not impair Mr. Pohlad’s independence or his ability to exercise independent judgment in carrying out the responsibilities as a director of the Company.”
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Mr. Pohlad and his immediate family members indirectly own an equity interest of approximately“In addition, Meaghan Spillane is a Key Account Manager, PepsiCo Beverages North America (PBNA) at PepsiCo and daughter of Marie T. Gallagher, former Senior Vice President and Controller of PepsiCo. Ms. Spillane received total compensation of approximately $186,800 in fiscal year 2025, and participates in the general welfare and benefit plans of PepsiCo. Ms. Spillane’s compensation was established in accordance with PepsiCo’s employment and compensation practices applicable to employees with equivalent qualifications and responsibilities and holding similar positions. Ms. Gallagher does not have a material interest in her daughter’s employment, nor does she share a household with her.”
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Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗ · Last year's proxy ↗