MONSTER BEVERAGE CORP (MNST)
Sector: Consumer Staples
2026 Annual Meeting Analysis
MONSTER BEVERAGE CORP · Meeting: May 14, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Independent director with relevant legal and international business experience; no overboarding, attendance, or TSR trigger concerns — MNST's 3-year return of +38.8% outperforms the company-disclosed peer group median by +55.2pp, which is below the 65pp threshold required to trigger a vote against given the stock's strong positive absolute return.
Independent director with deep beverage industry experience including senior roles at Coca-Cola; no overboarding, attendance, or TSR trigger concerns given MNST's strong outperformance of its disclosed peer group.
Joined the board in January 2025, making him exempt from the TSR trigger under the 24-month new director exemption; brings strong financial expertise as a former CFO and CPA, appropriate for audit committee service.
Non-independent director and company employee with deep institutional knowledge of the Monster brand; no TSR trigger fires given MNST's strong relative outperformance of its disclosed peer group, and no overboarding or attendance concerns are identified.
Independent director with legal, marketing, and entrepreneurship experience relevant to the company's consumer brand business; joined October 2021 and no TSR trigger concerns apply given MNST's strong peer group outperformance.
Independent director with over 30 years of senior executive and board experience across major consumer and retail companies; no overboarding, attendance, or TSR trigger concerns given MNST's strong peer group outperformance.
Independent director who is a CPA and former Deloitte partner; provides strong financial and audit expertise as Audit Committee Chair, and no TSR trigger or attendance concerns apply.
Non-independent Chairman and former long-serving Co-CEO who is transitioning to a strategic advisory employee role through end of 2026; MNST's 3-year return of +38.8% outperforms the disclosed peer group by +55.2pp, below the 65pp trigger threshold, so no TSR-based vote against applies despite his long tenure.
Non-independent CEO and Vice Chairman with over 36 years of company leadership including 24 years as CFO; as an executive director he is subject to the same TSR trigger as other directors, but MNST's +55.2pp outperformance of its disclosed peers falls below the 65pp threshold, so no vote against is triggered.
Independent Lead Independent Director with strong M&A and corporate governance expertise; long-tenured but no TSR trigger applies given MNST's strong peer group outperformance, and no overboarding or attendance concerns are identified.
All ten director nominees receive a FOR vote. MNST's 3-year total shareholder return of +38.8% outperforms its company-disclosed compensation peer group median by +55.2 percentage points, which falls below the 65-percentage-point threshold required to trigger a vote against any director given the stock's strong positive absolute return. No overboarding, attendance, independence, or qualification concerns were identified for any nominee. William W. Douglas III is additionally protected by the 24-month new director exemption having joined in January 2025.
Say on Pay
✓ FORCEO
Hilton H. Schlosberg
Total Comp
$19,282,630
Prior Support
93.5%%
The CEO's total compensation of approximately $19.3 million is heavily weighted toward variable pay — roughly 93% of total compensation comes from equity awards and performance-based bonuses, well above the 50-60% variable pay threshold required by policy. The annual bonus program paid out at 188% of target based on pre-established adjusted operating income goals (actual results of $2.52 billion exceeded the maximum target of $2.39 billion) and individual performance assessments, and the 2023 performance stock awards vested at 200% of target after three-year cumulative adjusted earnings per share of $5.32 significantly exceeded the maximum goal of $4.31, demonstrating that above-target incentive payouts were earned against rigorous pre-set financial hurdles. MNST's 3-year stock return of +38.8% substantially outperforms its disclosed peer group, the company has a robust clawback policy compliant with Dodd-Frank, and prior year say-on-pay support was 93.5%, providing no basis for a negative vote.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$3,041,781
Non-Audit Fees
$181,941
Non-audit fees (tax consulting of $181,941) represent only about 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 be confirmed and does not fire per policy. Ernst & Young is a Big 4 firm appropriate for a company of MNST's size and complexity.
Overall Assessment
Monster Beverage Corporation's 2026 annual meeting ballot contains three standard proposals: election of ten directors, ratification of Ernst & Young as auditor, and an advisory say-on-pay vote. All three proposals receive a FOR vote — the company's strong stock performance relative to its disclosed peer group clears all director TSR thresholds, auditor fees are well within acceptable independence ratios, and the executive compensation program demonstrates genuine pay-for-performance alignment with the majority of CEO pay tied to pre-set financial metrics that were legitimately earned.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing