DEF: Monster Beverage Reports Strong 2025, Sets 2026 Annual Meeting

Sentiment:

Proxy Statement 27 March 2026 2:30 PM

Monster Beverage Corporation announces its 2026 Annual Meeting of Stockholders, detailing director elections, auditor ratification, executive compensation, and reporting record net sales and strong profit growth for fiscal year 2025.

Better than expectedRecord net sales of $8.29 billion in fiscal year 2025, up 10.7% from 2024.Gross profit as a percentage of net sales increased to 55.8% in 2025, up 3.3% from 2024.Annual Incentive Awards (AIAs) for NEOs paid out at approximately 188% of target, with the financial component at 200% of target, exceeding the maximum performance goal.2023 Performance Share Unit (PSU) grants earned at 200% of target, exceeding the maximum performance goal.

Summary

The Annual Meeting of Stockholders will be held virtually on Thursday, May 14, 2026, at 8:30 a.m. Pacific Time.
Stockholders will vote on the election of ten directors, the ratification of Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2026, and a non-binding, advisory vote on executive compensation.
Net sales for fiscal year 2025 reached a record $8.29 billion, representing a 10.7% increase from fiscal year 2024.
Gross profit as a percentage of net sales for fiscal year 2025 was 55.8%, an increase of 3.3% from fiscal year 2024.
The company's five-year total shareholder return (TSR) from 2021 through 2025 was 65.8%.
Annual Incentive Awards (AIAs) for named executive officers (NEOs) for fiscal year 2025 were earned at approximately 188% of target, with the financial performance component achieving 200% of target.
Performance Share Unit (PSU) grants from 2023, with a three-year measurement period ending December 31, 2025, were earned at 200% of target.
Rodney C. Sacks transitioned from Co-Chief Executive Officer to Chairman and an employee, effective June 13, 2025, with his base salary adjusted to $900,000 from July 1, 2025.
Hilton H. Schlosberg became the sole Chief Executive Officer effective June 13, 2025.
The Board adopted the Monster Beverage Corporation Executive Severance Plan, effective February 25, 2026, providing severance benefits to eligible employees.

Sentiment

Score: 8

Explanation: StockSavvy.ai views this as a strong positive signal, reflecting robust financial performance, effective executive incentive programs, and clear corporate governance, despite acknowledging increased industry competition.

Positives

Record net sales of $8.29 billion in fiscal year 2025, marking a 10.7% increase from 2024.
Gross profit as a percentage of net sales improved to 55.8% in 2025, up 3.3% from 2024.
Achieved a strong five-year Total Shareholder Return (TSR) of 65.8% from 2021 through 2025.
Annual Incentive Awards (AIAs) for NEOs paid out at approximately 188% of target for 2025, with the financial component exceeding the maximum performance goal at 200%.
2023 Performance Share Unit (PSU) grants were earned at 200% of target, exceeding the pre-established maximum performance goal for three-year cumulative adjusted diluted EPS.
Received high stockholder approval (93.5%) for the advisory vote on executive compensation at the 2025 annual meeting, indicating strong alignment with shareholders.
The company's operating performance in early 2025 was above the peer 75th percentile in revenue growth (82nd percentile) and return on invested capital (82nd percentile).
All non-employee directors and named executive officers were in compliance with the company's stock ownership guidelines in 2025.

Negatives

The global, evolving food and beverage industry experienced shifts in fiscal year 2025, leading to increased competition for the company.
The Kona coffee product partnership, a joint venture with director Mark J. Hall, recorded a loss of $3.4 million during the fiscal year ended December 31, 2025.
The company's revenue was below the median of its 2025 peer group in early 2025, despite strong growth.
EPS growth was near the median (45th percentile) compared to peers in early 2025.

Risks

Increased competition in the global, evolving food and beverage industry.
Risks related to financial statements, the financial reporting process, accounting, tax, and legal matters.
Cybersecurity risks, including those concerning third-party service providers, are reviewed quarterly by the Audit Committee.
Reputational risks are discussed by the full Board in relation to specific proposed actions.
Potential for litigation or other misconduct that could trigger clawback provisions for executive compensation.
Financial implications from foreign currency exchange rate impacts and tariffs.

Future Outlook

The company expects to continue implementing enhancements to its compensation program in future years. Rodney C. Sacks will remain Chairman through December 31, 2026, after which the Board will assess possible candidates for his succession. The 2025 Performance Share Unit (PSU) grants are eligible to be earned based on three-year cumulative adjusted diluted EPS from fiscal year 2025 through fiscal year 2027.

Management Comments

"We believe that a virtual meeting will provide meaningful stockholder access and participation." Rodney C. Sacks, Chairman of the Board of Directors.
"Your vote is important to us and to our business." Rodney C. Sacks, Chairman of the Board of Directors.
"The Compensation Committee believes the Companys pay-for-performance philosophy, incentive program design, target pay levels and other policies and practices resonates with our stockholders."

Industry Context

StockSavvy.ai notes that Monster Beverage Corporation's strong financial performance in 2025, including record net sales and increased gross profit margin, demonstrates resilience amidst an 'evolving food and beverage industry' facing 'increased competition.' The company's strategic focus on marketing, innovation, and global expansion, as evidenced by executive role changes and regional CEO appointments, positions it to navigate competitive pressures and capitalize on growth opportunities in the dynamic beverage market.

Comparison to Industry Standards

The company's operating income was between the median and 75th percentile relative to its 2025 peer group, which includes Brown-Forman Corporation, Campbell Soup Company, Chipotle Mexican Grill, Inc., Mondelez International, Inc., Ralph Lauren Corporation, Starbucks Corporation, Constellation Brands, Inc., Keurig Dr Pepper Inc., The Estée Lauder Companies Inc., The Hershey Company, Lululemon Athletica, Inc., McCormick & Company, Molson Coors Brewing Company, The J. M. Smucker Company, and Yum! Brands, Inc.
Revenue growth (82nd percentile) and return on invested capital (82nd percentile) were above the peer 75th percentile in early 2025.
EPS growth was near the median (45th percentile) compared to its peers in early 2025.
Target cash compensation for the CEO was set below the median of the 2025 Peers, with equity awards providing enhanced compensation opportunities, aligning with a long-term shareholder value creation strategy.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Co-Chief Executive Officer	Rodney C. Sacks	NA	June 12, 2025	Resigned from Co-CEO role, transitioned to Chairman and employee.
Chief Executive Officer	Co-Chief Executive Officer (shared)	Hilton H. Schlosberg	June 13, 2025	Became sole CEO following Mr. Sacks' transition.
Chief Executive Officer, EMEA & OSP	President, EMEA & OSP	Guy P. Carling	February 25, 2026	Promotion.
Chief Executive Officer, Americas	Chief Growth Officer	Rob L. Gehring	February 25, 2026	Promotion.
Chief Strategy Officer	Chief Commercial Officer	Emelie C. Tirre	February 25, 2026	Appointment to new role.
Director	Gary P. Fayard	NA	June 12, 2025	Retired from the Board.
Member of Audit Committee	Gary P. Fayard	William W. Douglas III	June 2025	Mr. Fayard retired, Mr. Douglas joined.
Chairman of Compensation Committee	Mark S. Vidergauz	Jeanne P. Jackson	April 1, 2026	Committee recommendation and Board approval.
Member of Nominating and Corporate Governance Committee	Gary P. Fayard	Tiffany M. Hall	June 2025	Mr. Fayard retired, Ms. Hall joined.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Board Leadership Structure	The Board separated the roles of Chairman and CEO, with Rodney C. Sacks as Chairman and Hilton H. Schlosberg as CEO, believing it is in the best interest of the Company at this time.	June 13, 2025	Enhances corporate governance by providing distinct leadership roles and responsibilities.
Executive Severance Plan	Approved and adopted the Monster Beverage Corporation Executive Severance Plan, providing severance pay and benefits for eligible employees terminated without cause or who resign for good reason.	February 25, 2026	Provides retention value and security for executives, aligning with competitive compensation practices.
Audit Committee Charter	Amended and restated the Audit Committee Charter to include review of cybersecurity matters with the Chief Information Officer at quarterly meetings and reporting of material cybersecurity incidents.	February 2026	Strengthens oversight of critical cybersecurity risks and information security programs.
Compensation Committee Chair	Jeanne Jackson will serve as Chair of the Compensation Committee.	April 1, 2026	A new leader for the Compensation Committee, potentially bringing fresh perspectives to executive compensation strategy.
Audit Committee Pre-Approval Policy	Adopted an updated policy for the pre-approval of services provided by the independent registered public accounting firm, establishing dollar thresholds for general and specific pre-approvals.	November 2024	Enhances oversight and control over audit and non-audit services, promoting auditor independence.

Legal Proceedings

The company incurred $19,849 (in thousands) in significant settlements related to legal claims during fiscal year 2025, which were excluded from adjusted operating income.

Related Party Transactions

The company purchased $5.8 million in promotional items from IFM Group, LLC in fiscal year 2025. Rodney C. Sacks owns approximately 27% of IFM, and members of Hilton H. Schlosberg's family own approximately 53% of IFM.
The company is in a 50-50 partnership (Kona) with Mark J. Hall (employee and director) for coffee production, which recorded a loss of $3.4 million in 2025. The company loaned the joint venture $3.9 million on October 6, 2023.
Carly Rothenberg, Mr. Schlosberg's daughter, is employed in the Company's legal department and received approximately $490,185 in compensation in 2025.
Craig Jackson, Ms. Jackson's son, is employed in the Company's marketing department and received approximately $494,520 in compensation in 2025.
The company paid $0.06 million in 2025 for occasional chartering of a private aircraft indirectly owned by Mr. Sacks for business travel.

Stakeholder Impact

Shareholders: Directly impacted by voting on directors, auditor, and executive compensation. Benefit from strong financial performance (record net sales, increased gross profit, 65.8% 5-year TSR) and executive compensation aligned with long-term shareholder value.
Employees: Benefit from competitive compensation programs, including base salary, annual bonuses, and equity awards. Participation in a 401(k) plan with company matching contributions. The new Executive Severance Plan provides enhanced security.
Customers: Indirectly benefit from strategic direction in marketing and innovation, potentially leading to new product development and market expansion.
Management/Executives: Compensation is tied to performance, with significant equity awards. Clear transition plans for key leadership roles and the new severance plan provide enhanced benefits and retention incentives.

Next Steps

Stockholders are to vote on the election of ten directors at the Annual Meeting on May 14, 2026.
Stockholders are to vote on the ratification of Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2026.
Stockholders are to cast a non-binding, advisory vote on executive compensation.
The Board will assess possible candidates to succeed Rodney C. Sacks as Chairman after December 31, 2026.
The Compensation Committee will continue to consider the results of future advisory votes on executive compensation and input from institutional stockholders.
The 2025 PSU grants are subject to a three-year cumulative adjusted diluted EPS performance period from 2025 through 2027.
Ms. Tirre's and Mr. Gehring's amended and restated employment agreements extend their employment periods to February 25, 2028.

Key Dates

Date	Description
November 1990	Rodney C. Sacks and Hilton H. Schlosberg became directors of the Company.
October 1992	Rodney C. Sacks and Hilton H. Schlosberg became members of the Executive Committee of the Board of Directors.
April 1995	Mark S. Vidergauz became Managing Director at the Los Angeles office of ING Barings LLC.
July 1996	Hilton H. Schlosberg became Chief Financial Officer of the Company.
June 1998	Mark S. Vidergauz became a member of the Compensation Committee.
December 7, 1999	Amendment to Conditions of Employment of Thomas J. Kelly.
April 2000	Mark S. Vidergauz became Chief Executive Officer of The Sage Group LLC and a member of the Audit Committee.
May 2004	Mark S. Vidergauz ceased serving as a member of the Audit Committee.
January 2007	Mark J. Hall became President of the Monster Beverage Division.
February 2007	Guy P. Carling's Statement of Terms and Conditions of Employment.
December 2007	Guy P. Carling joined Monster Energy Company (MEC).
March 2009	Jeanne P. Jackson became President of Direct to Consumer at Nike, Inc.
July 2010	Emelie C. Tirre joined MEC.
June 3, 2011	Effective date of the Monster Beverage Corporation 2011 Omnibus Incentive Plan.
May 2013	Tiffany M. Hall joined Mastercard Incorporated.
July 2013	Jeanne P. Jackson became President of Product & Merchandising at Nike, Inc.
January 2014	Mark J. Hall became Chief Brand Officer of MEC.
January 2014	Mark J. Hall became a director of the Company.
March 18, 2014	Employment agreements with Mr. Schlosberg and Mr. Sacks commenced.
March 2014	Mark S. Vidergauz became Lead Independent Director.
January 2015	Mark J. Hall became Chief Marketing Officer of MEC.
June 2016	William W. Douglas III retired as Executive Vice President, Supply Chain of Coca-Cola Enterprises, Inc.
June 2016	Jeanne P. Jackson became President and Senior Strategic Advisor to the Chief Executive Officer at Nike, Inc.
August 2017	Jeanne P. Jackson ceased serving as President and Senior Strategic Advisor to the Chief Executive Officer at Nike, Inc.
May 2017	Mark J. Hall began focusing on ideation, design and development of new products at MEC.
January 1, 2017	Effective date of the amended Monster Beverage Corporation Deferred Compensation Plan.
March 14, 2017	Stock option agreement granted to Mr. Schlosberg.
September 1977	Steven G. Pizula joined Deloitte & Touche LLP.
January 1, 2018	James L. Dinkins appointed President of Coca-Cola North America and elected Senior Vice President of TCCC.
March 14, 2018	Stock option agreements granted to Mr. Sacks and Mr. Schlosberg.
December 31, 2018	Automatic renewal of Schlosberg and Sacks employment agreements began.
December 2018	The Company and Mark J. Hall entered into a 50-50 partnership (Kona) for coffee production.
June 2019	Jeanne P. Jackson became a director of the Company.
June 2019	Steven G. Pizula became a member of the Audit Committee.
June 2019	Mark S. Vidergauz became Chairman of the Compensation Committee and a member of the Nominating and Corporate Governance Committee.
March 14, 2019	Stock option agreements granted to Mr. Sacks and Mr. Schlosberg.
March 13, 2020	Stock option agreements granted to Mr. Sacks and Mr. Schlosberg.
June 3, 2020	Effective date of the Monster Beverage Corporation 2020 Omnibus Incentive Plan.
August 2020	James L. Dinkins ceased serving as President of Coca-Cola North America and Senior Vice President of TCCC.
November 2020	James L. Dinkins became a director of the Company.
January 2021	Steven G. Pizula became Chairman of the Audit Committee.
January 2021	Rodney C. Sacks and Hilton H. Schlosberg became Co-Chief Executive Officers of the Company.
January 2021	Thomas J. Kelly became Chief Financial Officer of the Company.
February 2021	James L. Dinkins ceased serving as a Senior Advisor to TCCC.
April 2021	Jeanne P. Jackson became a member of the Compensation Committee.
April 2021	Mark S. Vidergauz became a member of the Audit Committee.
October 2021	Tiffany M. Hall became a director of the Company.
March 12, 2021	Stock option agreements granted to Mr. Hall, Mr. Sacks, Mr. Schlosberg, Mr. Carling, and Ms. Tirre.
February 23, 2022	The Monster Beverage Corporation 2017 Compensation Plan for Non-Employee Directors was Amended and Restated.
June 2022	Steven G. Pizula became a member of the Nominating and Corporate Governance Committee.
June 2022	Mark S. Vidergauz became Chairman of the Nominating and Corporate Governance Committee.
March 14, 2022	Stock option agreements granted to Mr. Hall, Mr. Sacks, Mr. Schlosberg, Mr. Carling, and Ms. Tirre.
January 1, 2023	Start of the three-year measurement period for 2023 PSU grants.
May 2023	Mark J. Hall became President of Beverage Alcohol.
June 22, 2023	Effective date of the Company's Insider Trading Policy.
October 6, 2023	The Company loaned the Kona joint venture $3.9 million.
December 1, 2023	The Board adopted the Monster Beverage Corporation Clawback Policy.
December 29, 2023	Date for common shares held by The Vanguard Group for Schedule 13G/A filing.
December 31, 2023	James L. Dinkins ceased serving as a director of Coca-Cola FEMSA, S.A.B. de C.V.
January 1, 2024	Personal security services for Mr. Sacks commenced.
February 2024	The Board amended and restated the stock ownership guidelines.
May 12, 2024	MEC entered into an employment agreement with Mr. Gehring.
June 13, 2024	MEC entered into an employment agreement with Ms. Tirre.
July 2024	Craig Jackson, Ms. Jackson's son, joined the Company's marketing department.
August 2024	Rob L. Gehring joined MEC as Chief Growth Officer.
August 30, 2024	Commencement of Mr. Gehring's initial employment period.
September 30, 2024	Date for common shares held by BlackRock, Inc. for Schedule 13G/A filing.
October 31, 2024	Date for common shares held by The Coca-Cola Company for Schedule 13D/A filing.
November 6, 2024	Date through which the Fourth Amended and Restated By-laws of the Company were amended.
November 8, 2024	BlackRock, Inc. filed Schedule 13G/A.
November 2024	The Audit Committee adopted an updated policy for the pre-approval of services provided by the independent registered public accounting firm.
December 31, 2024	V.F. Corporation was removed from the company's peer group.
January 2025	William W. Douglas III became a director of the Company.
January 28, 2025	The Coca-Cola Company filed Schedule 13D/A.
February 2025	The Audit Committee last met in connection with the review of the Company's financial statements for the fiscal year ended December 31, 2025.
February 2025	James L. Dinkins became a director of Bloomin Brands, Inc.
February 2025	William W. Douglas III became a director of Dollar Tree, Inc.
February 2025	Frederic W. Cook & Co., Inc. (FW Cook) performed an annual risk assessment.
March 10, 2025	Rodney Sacks Transition Letter entered into with the Company.
March 14, 2025	Grant date for 2025 Long-Term Incentive (LTI) awards (stock options, RSUs, PSUs).
April 2025	The Amended & Restated Lead Independent Director Charter was approved.
May 2025	Jeanne P. Jackson became a director of Avolta AG.
June 11, 2025	Vesting date for certain RSUs granted on June 13, 2024.
June 12, 2025	The Company's annual meeting of stockholders was held.
June 12, 2025	Gary P. Fayard retired from the Board, effective as of the Company's 2025 annual shareholder meeting.
June 12, 2025 11:59 p.m.	Rodney C. Sacks' resignation as Co-Chief Executive Officer became effective (Sacks Transition Effective Time).
June 13, 2025	Hilton H. Schlosberg became the sole Chief Executive Officer of the Company.
June 13, 2025	Rodney C. Sacks began providing strategic direction over the Company's marketing, innovation, and litigation efforts in an employee capacity.
June 13, 2025	Annual RSU award granted to non-employee directors.
June 2025	William W. Douglas III became a member of the Audit Committee.
June 2025	Ana Demel became a member of the Compensation Committee.
June 2025	Tiffany M. Hall became a member of the Nominating and Corporate Governance Committee.
July 1, 2025	Rodney C. Sacks' base salary was reduced to $900,000.
December 31, 2025	End of the fiscal year.
December 31, 2025	End of the three-year measurement period for 2023 PSU grants.
February 25, 2026	MEC entered into amended and restated employment agreements with Ms. Tirre and Mr. Gehring.
February 25, 2026	Guy P. Carling appointed Chief Executive Officer, EMEA & OSP.
February 25, 2026	Rob L. Gehring appointed Chief Executive Officer, Americas.
February 25, 2026	Emelie C. Tirre appointed Chief Strategy Officer of MEC.
February 25, 2026	The Compensation Committee approved and adopted the Monster Beverage Corporation Executive Severance Plan.
February 2026	The Audit Committee Charter was amended and restated.
February 27, 2026	The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, was filed with the SEC.
March 17, 2026	Most recent practical date for beneficial ownership information.
March 23, 2026	Record date for stockholders entitled to notice of, and to vote at, the Annual Meeting.
March 27, 2026	Proxy materials, including the proxy statement and Annual Report to Stockholders for fiscal year ended December 31, 2025, are being distributed and made available.
March 27, 2026	Date of the proxy statement.
March 31, 2026	Mark S. Vidergauz ceased serving as Chairman of the Compensation Committee.
April 1, 2026	Jeanne Jackson will serve as Chair of the Compensation Committee.
May 14, 2026	Annual Meeting of Stockholders.
December 31, 2026	Rodney C. Sacks will remain as Chairman of the Board through this date.
December 31, 2026	End of the three-year measurement period for 2024 PSU grants.
November 27, 2026	Deadline for stockholder proposals for inclusion in the 2027 annual meeting proxy statement (Rule 14a-8) and for director nominations under the Proxy Access By-law.
January 14, 2027	Earliest date for stockholder proposals for nominations or other business for consideration at the 2027 annual meeting (not for proxy statement inclusion).
February 13, 2027	Latest date for stockholder proposals for nominations or other business for consideration at the 2027 annual meeting (not for proxy statement inclusion).
May 2027	Presently intended date for the 2027 annual meeting.
December 31, 2027	End of the three-year performance period for 2025 PSU grants.
February 25, 2028	Ms. Tirre's and Mr. Gehring's employment periods extended to this date under their amended and restated employment agreements.

Recommendation

strong buy

The filing reveals robust financial performance for fiscal year 2025, including record net sales and significant gross profit margin expansion, alongside a strong 5-year TSR. Executive compensation is clearly linked to performance, with high payouts reflecting achieved financial goals. The company demonstrates sound corporate governance with clear risk oversight and a strategic leadership transition. These factors suggest continued operational strength and a commitment to shareholder value, making it an attractive investment.

Keywords

Monster Beverage, MNST, Proxy Statement, Annual Meeting, Executive Compensation, Corporate Governance, Director Election, Financial Performance, Net Sales, Gross Profit, EPS, TSR, Stock Options, RSUs, PSUs, Related Party Transactions, Risk Oversight, Beverage Industry

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