Sector: Consumer Staples
MONSTER BEVERAGE CORP · Meeting: May 14, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Director since December 2021; independent; no overboarding concerns; MNST's 3-year price return of 40.3% outpaces XLP by +20.2pp, well below the 65pp trigger threshold for strong-positive TSR, so no TSR flag applies.
Director since November 2020; independent; holds one outside public board seat (Bloomin' Brands); no overboarding; TSR trigger does not apply given +20.2pp outperformance vs. XLP against a 65pp threshold.
Director since January 2025, which is within the 24-month new-director exemption window; exempt from the TSR trigger regardless; brings strong CFO and financial expertise relevant to the audit committee role.
Non-independent inside director (company employee); serves on no board committees; no overboarding; TSR trigger does not apply given strong positive performance vs. XLP benchmark.
Director since October 2021; independent; holds no other public company board seats beyond MNST; TSR trigger does not apply; brings legal, marketing and entrepreneurship expertise.
Director since June 2019; independent; serves on the Compensation Committee and one outside public company board (Avolta AG); no overboarding; TSR trigger does not apply.
Director since June 2019; independent; Audit Committee Chair with CPA credentials; no overboarding; TSR trigger does not apply given company's strong outperformance vs. XLP.
Non-independent Chairman and long-tenured founder-director; no overboarding; MNST's 3-year price return of +40.3% outpaces XLP (benchmark: XLP) by +20.2pp, well under the 65pp trigger threshold, so no TSR flag fires.
Non-independent CEO and Vice Chairman; long-tenured executive director; TSR trigger evaluated independently of Say on Pay per policy; +20.2pp outperformance vs. XLP is well below the 65pp strong-positive-TSR threshold, so no TSR flag applies.
Lead Independent Director since 2014; independent; serves on Compensation, Audit and Nominating committees; no overboarding; TSR trigger does not apply given strong relative performance vs. XLP.
All ten nominees pass the policy screens. MNST's 3-year price return of +40.3% outperforms the XLP sector ETF by +20.2 percentage points, which is well below the 65-point trigger threshold applicable to companies with strong positive absolute returns, so no director faces a TSR-based against vote. No director is overboarded, no attendance issues were disclosed, and all committee assignments appear appropriate. William W. Douglas III joined in January 2025 and is within the 24-month new-director exemption window.
CEO
Hilton H. Schlosberg
Total Comp
$19,282,630
Prior Support
93.5%%
CEO Hilton H. Schlosberg received total compensation of approximately $19.3 million in 2025, which is elevated but consistent with a company of MNST's scale (~$70B market cap) in the consumer staples sector delivering record net sales of $8.29 billion and a five-year total shareholder return of 65.8%. The compensation structure is well-designed: roughly 75% of total pay is variable and performance-linked (performance stock awards tied to three-year cumulative adjusted EPS, time-vested stock options and restricted stock awards, and a bonus that paid out at 188% of target only because actual adjusted operating income of $2.52 billion significantly exceeded the pre-established maximum performance goal), meeting the policy requirement that at least 50-60% of senior executive pay be performance-based. The prior year Say on Pay vote received 93.5% support, well above the 70% threshold that would require visible changes, and MNST's stock has outperformed the XLP sector ETF by +20.2 percentage points over three years, confirming that above-benchmark incentive pay is aligned with strong shareholder outcomes.
Auditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$3,041,781
Non-Audit Fees
$181,941
Non-audit fees (tax consultation services of $181,941) represent approximately 6% of audit fees ($3,041,781), well below the 50% threshold that would raise independence concerns. Auditor tenure is not explicitly disclosed in the proxy, so the tenure trigger cannot fire per policy. Ernst & Young is a Big 4 firm appropriate for a company of MNST's size (~$70B market cap), and all fees were pre-approved by the Audit Committee.
The 2026 Monster Beverage Corporation annual meeting presents three proposals: election of ten directors, ratification of Ernst & Young as auditor, and an advisory vote on executive compensation. All proposals receive a FOR vote determination — the director slate passes all policy screens, the auditor fee structure raises no independence concerns, and the executive compensation program is heavily performance-linked with strong shareholder returns validating above-benchmark incentive payouts.
