COMPANY OVERVIEW PepsiCo (NYSE: PEP) is a global food and beverage leader with net revenues of more than $65 billion and a product portfolio that includes 22 brands that generate more than $1 billion each in annual retail sales. Our main businesses – Quaker, Tropicana, Gatorade, Frito-Lay, and Pepsi-Cola – make hundreds of enjoyable foods and beverages that are loved throughout the world. PepsiCo’s people are united by our unique commitment to sustainable growth by investing in a healthier future for people and our planet, which we believe also means a more successful future for PepsiCo. We call this commitment Performance with Purpose: PepsiCo’s promise to provide a wide range of foods and beverages from treats to healthy eats; to find innovative ways to minimize our impact on the environment by conserving energy and water and reducing packaging volume; to provide a great workplace for our associates; and to respect, support and invest in the local communities where we operate. For more information, please visit www.pepsico.com.
THE ROLE The Corporate Counsel role will be an integral member of the Corporate legal team who will advise with respect to a variety of corporate governance and other legal matters. Responsibilities will include assisting with PepsiCo’s corporate governance outreach program, preparation, and review of PepsiCo’s proxy statement and other SEC filings, advising with respect to compensation and benefits matters, performing legal research and ensuring compliance with applicable regulations and best practices.
This individual will also be responsible for the following:
• Assist in building PepsiCo’s corporate governance outreach program, including developing outreach strategies, planning meetings, developing policies, performing research, and preparing stakeholder presentations and briefing papers • Assist with preparation and review of sustainability reports and related communications • Assisting with drafting proxy statement (including CD&A) and annual report • Drafting minutes and corporate governance presentations • Assisting with respect to the preparation of materials for Board of Directors
EXECUTIVE COMPENSATION AND BENEFITS
Assist with providing advice and counsel to compensation and benefits teams on various matters, including:
Non-qualified plan issues with respect to company-sponsored long- and short-term incentive plans and non-qualified savings and deferred compensation plans.
Executive compensation advice and guidance with regard to Internal Revenue Code issues (e.g., Sections 409A, 162(m), 79 and 280G).
Drafting employment and benefits related agreements, including Long-Term Incentive Plan Award Agreements, Separation Agreements and Releases and applicable Retention and Consulting Agreements.
Drafting plan amendments and maintaining legal compliance with regard to the company’s benefits plans and non-qualified deferred compensation and savings plans.
Handle compensation and benefits-related issues with respect to Company mergers and acquisitions, joint ventures, and other transactions, including:
Coordination of due diligence reviews
Drafting language for transaction agreement and applicable employee matters agreement
Negotiating deal terms and conditions with regard to compensation and benefits related issues
Drafting and negotiating terms of employee Secondment Agreements in connection with PepsiCo joint ventures and other business ventures
SECURITIES LAW AND CAPITAL MARKETS
Assist with capital markets transactions and SEC disclosure matters
Assist with preparation of periodic and current reports
GENERAL CORPORATE LAW
Draft and review commercial contracts and consulting agreements
Draft and review Non-Disclosure Agreements
JD from a leading university, with active admission to New York Bar
4-8 years’ experience as a corporate attorney handling corporate governance, securities law and/or executive compensation and benefits matters at a top law firm or public company (with at least 2 years prior in-house experience strongly preferred)
Additional experience as a research analyst or communications/public relations advisor extremely beneficial
Creative, innovative team player with a positive attitude who displays sound judgment and strong interpersonal skills
Strong research skills
Excellent written and oral communications skills
High proficiency in Excel and PowerPoint, as well as an aptitude for creating effective messaging through graphic design
Strong analytical skills
Interest in financial markets and ability to quickly grasp financial concepts
Ability to communicate effectively in presentations and express complex strategies in an organized and articulate manner
Effective time management skills and ability to meet deadlines, including the ability to work under pressure and multi-task
Highly organized, detail-oriented and proactive
Ability to comfortably interact with senior-level executives and business clients