Item 5.02 Departure of Directors or Certain Officers: Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On July 3, 2020, the Board of Directors (the "Board") of PepsiCo, Inc. ("PepsiCo") elected Segun Agbaje as an independent member of the Board, effective July 15, 2020. Mr. Agbaje will serve on the Audit Committee of the Board, effective July 15, 2020. Mr. Agbaje, 56, has served since 2011 as Managing Director and Chief Executive Officer of Guaranty Trust Bank plc, a Nigerian multinational financial institution. He joined Guaranty Trust Bank in 1991 and held positions of increasing responsibility, including as Executive Director from 2000 to 2002, Deputy Managing Director from 2002 to 2011 and as Acting Managing Director in 2011. Prior to joining Guaranty Trust Bank, Mr. Agbaje served as an auditor at Ernst & Young LLP in the United States from 1988 to 1990. Mr. Agbaje also currently serves as a director of MasterCard Advisory Board Middle East and Africa.

Upon joining the Board on July 15, 2020, Mr. Agbaje will be entitled to receive compensation for new non-employee directors under PepsiCo's non-employee director compensation program. Under this program, on July 15, 2020, Mr. Agbaje will receive an initial stock award of 1,000 shares of PepsiCo Common Stock and a prorated annual equity award equal to a number of phantom stock units determined by dividing $47,500 by the closing price of PepsiCo Common Stock on July 15, 2020. Each phantom stock unit is intended to be the economic equivalent of a share of PepsiCo Common Stock. In addition, Mr. Agbaje is entitled to an annual cash retainer with the first prorated semi-annual payment of $50,000 to be made in December 2020.

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