Sunday, October 26, 2014

Pepsico Corporation: Senior Counsel- Executive Compensation

The Senior Counsel, Executive Compensation role will be an integral member of the corporate legal team who will advise with respect to a variety of executive compensation, corporate governance and related legal matters. Responsibilities will include advising PepsiCo's Board of Directors, Senior Management and Total Rewards (Executive Compensation) team with respect to executive compensation and corporate governance matters, preparation and review of the Company's proxy statement and CD&A, drafting offer letters and severance agreements, assisting with shareholder engagement and ensuring compliance with applicable legal regulations and best practices. The position reports to PepsiCo's Senior Vice President, Corporate Law and Deputy Corporate Secretary and is located in Purchase, New York.
This individual will also be responsible for the following:

Provide advice and counsel to Total Rewards (Executive Compensation) team on various matters, including:
  • Compensation plan design and amendments.
  • Executive compensation advice and guidance with regard to Internal Revenue Code issues (e.g., Sections 409A, 162(m), 79 and 280G).
  • Drafting offer letters, separation agreements and releases and applicable retention and consulting agreements.
  • Advising with respect to compensation policy matters and maintaining legal compliance with regard to the company's compensation plans.
  • Advise and prepare filings with respect to executive compensation related disclosure matters, including:
  • Assisting with drafting and designing the CD&A and other compensation-related portions of PepsiCo's proxy statement and drafting and reviewing responses to compensation-related shareholder proposals.
  • Drafting and reviewing Form 8-K's with respect to director and executive officer elections and compensation matters.
  • Drafting and reviewing Form 3's and Form 4's.
Advise with respect to compensation related corporate governance matters, including:
  • Assisting with preparation of Compensation Committee materials.
  • Drafting Compensation Committee minutes.
  • Advising with respect to Compensation Consultant independence issues.
  • Making recommendations with respect to Compensation Committee Charter changes.
  • Assisting with shareholder engagement in connection with compensation related matters.
  • Advising with respect to corporate governance rating agency matters related to compensation, including ISS and Glass Lewis say-on-pay vote recommendations.
  • Handling compensation-related issues with respect to any company mergers and acquisitions, joint ventures, and other transactions, including:
  • Coordination of due diligence reviews
  • Drafting language for transaction agreement and applicable compensation matters agreement.
  • Negotiating deal terms and conditions with regard to compensation-related issues.
  • Drafting and negotiating terms of employee Secondment Agreements in connection with PepsiCo joint ventures and other business ventures.

  • JD from a leading university, with active admission to New York Bar
  • At least 10 years of experience as an executive compensation attorney handling executive compensation and corporate governance matters at a top law firm or public company (with at least 2 years prior in-house experience strongly preferred)
  • Ability to comfortably interact with senior-level executives, business clients and stakeholders
  • Excellent written and oral communications skills
  • Strong analytical and research skills
  • 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 ability to work under pressure and multi-task
  • Highly organized, detail-oriented and proactive
  • Creative team player with positive attitude who displays sound judgment and strong interpersonal skills
  • Additional experience preparing presentations and/or writing speeches also helpful
PepsiCo is an equal opportunity employer and gives consideration for employment to qualified applicants without regard to race, color, religion, sex, national origin, disability or protected veteran status.  
If you’d like more information about your EEO rights as an applicant under the law, please download the available EEO is the Law ( ) & EEO is the Law Supplement ( documents by copying and pasting the appropriate URL in the address bar of your web browser.

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