Bill Douglas
Monster BeverageAbout Bill Douglas
William “Bill” W. Douglas III, age 64, joined Monster Beverage Corporation’s Board as an independent director effective January 1, 2025. He previously served as EVP, Supply Chain at Coca‑Cola Enterprises and earlier as CFO, controller and principal accounting officer there; prior to that he was CFO of Coca‑Cola HBC, bringing deep finance, accounting and beverage industry operating expertise. As of the 2025 proxy, he is slated to join Monster’s Audit Committee if re‑elected at the June 13, 2025 annual meeting, and the Board has affirmatively determined his independence under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Coca‑Cola Enterprises, Inc. | EVP, Supply Chain; previously EVP & CFO, Controller, Principal Accounting Officer | Through retirement in June 2016 | Senior finance and operations leadership in beverage supply chain |
| Coca‑Cola HBC | Chief Financial Officer | Prior to CCE tenure (dates not specified) | Finance leadership at major Coca‑Cola bottler |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| SiteOne Landscape Supply, Inc. | Lead Director | Since 2016 | Current role per MNST proxy |
| Coca‑Cola Hellenic Bottling Company | Director | Since 2016; not standing for re‑election in May 2025 | Transition reduces Coca‑Cola ecosystem interlock risk |
| Dollar Tree, Inc. | Director | Since February 2025 | Current public company directorship |
| North Highland ESOP | Board member | Not disclosed | Private/other board |
| Classic City Bank | Board member | Not disclosed | Private/other board |
Board Governance
- Committee assignments: If re‑elected, Douglas will serve on the Audit Committee starting June 13, 2025; the director slate shows him as independent with Audit Committee service indicated .
- Independence: The Board determined Douglas is independent under Nasdaq and SEC rules .
- Attendance context: The Board held six meetings in 2024; attendance thresholds disclosed for then‑acting directors (Douglas joined in 2025), and independent directors held nine executive sessions in 2024 .
- Audit Committee financial expert designation: The proxy designates Fayard and Pizula as audit committee financial experts; Douglas is not specifically named as an “audit committee financial expert” in the 2025 proxy .
- Lead Independent Director: Mark S. Vidergauz serves as Lead Independent Director .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer | $85,000 | Non‑employee directors standard retainer in 2024 |
| Audit Committee member retainer | $10,000 | Additional annual cash retainer for Audit Committee members (non‑chair) |
| Compensation Committee member retainer | $7,500 | Additional annual cash retainer |
| Nominating & Corporate Governance Committee member retainer | $7,500 | Additional annual cash retainer |
| Audit Committee chair fee | $25,000 | Additional annual cash retainer for chair |
| Compensation Committee chair fee | $22,500 | Additional annual cash retainer for chair |
| Nominating & Corporate Governance chair fee | $22,500 | Additional annual cash retainer for chair |
| Lead Independent Director fee | $40,000 | Additional annual cash retainer |
| Eligibility timing | — | Douglas became eligible for standard director compensation arrangements upon appointment on January 1, 2025 |
Performance Compensation
| Equity Component | Quantity/Value | Grant Date | Vesting/Deferral Terms |
|---|---|---|---|
| Annual RSU retainer | Approximately $175,000 | 2024 cohort granted June 13, 2024 | RSUs generally vest on the last business day prior to the next annual meeting; deferral elections available under the Deferred Compensation Plan |
| RSU award (Douglas) | 2,748 RSUs | June 12, 2025 | Award reported on Form 4; RSUs subject to standard director vesting (typically vest before next annual meeting) |
Non‑employee director equity is time‑based (no disclosed performance metrics for directors). Performance metrics in the proxy relate to NEO executive awards (e.g., adjusted operating income, adjusted diluted EPS) and are not applicable to director compensation .
Other Directorships & Interlocks
| Topic | Disclosure | Implication |
|---|---|---|
| Coca‑Cola ownership in MNST | The Coca‑Cola Company beneficially owns ~20.9% of MNST as of April 11, 2025 | Strategic alignment; potential ecosystem interlock considerations |
| Douglas on Coca‑Cola Hellenic Board | Director since 2016; will not stand for re‑election in May 2025 | Interlock risk likely diminishes post‑May 2025 |
| Related‑party transactions at MNST | 2024 purchases of promotional items from IFM ($5.9M) related to Sacks/Schlosberg interests; no Douglas‑related transactions disclosed | No Douglas‑specific related‑party exposure disclosed |
Expertise & Qualifications
- Finance/accounting depth: Former CFO (CCE and Coca‑Cola HBC) and controller/principal accounting officer; extensive beverage industry operational leadership .
- Board experience: Multiple public boards (SiteOne lead director, Dollar Tree, CCHBC) and private boards; adds governance and oversight experience .
- Audit orientation: Slated for Audit Committee service; however, he is not listed as the Committee’s designated “financial expert” in the proxy (Fayard and Pizula are designated) .
Equity Ownership
| Holder | Shares/Units | Ownership % | Notes |
|---|---|---|---|
| William W. Douglas III | 10,000 common shares | Less than 1% | Beneficial ownership as of April 11, 2025 |
| RSUs outstanding (Douglas) | 2,748 RSUs | — | Form 4 award reported with post‑award RSU position; RSUs typically vest before the next annual meeting |
| Anti‑hedging/Anti‑pledging | Hedging prohibited; pledging prohibited except limited exceptions; only Sacks and Schlosberg had pledged shares (~0.3% of their holdings) as of April 11, 2025 | Policy coverage and no Douglas pledging disclosed | |
| Director stock ownership guidelines | 5x annual cash retainer; achieve by the fifth anniversary of initial appointment; deferred vested RSUs count | Policy applies to Douglas (appointed Jan 1, 2025) |
Insider Trades (Form 3/4)
| Filing/Transaction Date | Form | Security | Quantity | Price | Post‑Transaction Holdings | Link |
|---|---|---|---|---|---|---|
| 2025‑01‑03 (txn 2025‑01‑01) | Form 3 | Common Stock | — | — | 10,000 shares (direct) | https://www.sec.gov/Archives/edgar/data/865752/000086575225000004/0000865752-25-000004-index.htm |
| 2025‑06‑13 (txn 2025‑06‑12) | Form 4 (Award) | Restricted Stock Units | 2,748 | $0.00 | 2,748 RSUs (direct) | https://www.sec.gov/Archives/edgar/data/865752/000086575225000071/0000865752-25-000071-index.htm |
Governance Assessment
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Positives:
- Independent director with seasoned finance and beverage operations background; slated for Audit Committee service, supporting board oversight effectiveness .
- Strong ownership alignment via annual RSU retainer; subject to 5x retainer stock ownership guideline with five‑year compliance window .
- Company policies prohibit hedging/pledging; no pledging by Douglas disclosed .
-
Watch items / RED FLAGS:
- Coca‑Cola ecosystem interlock: MNST’s significant Coca‑Cola shareholding (20.9%) combined with Douglas’s role at Coca‑Cola Hellenic; risk mitigated by his stated plan not to stand for re‑election at CCHBC in May 2025 .
- Audit Committee financial expert status: Not designated as an “audit committee financial expert,” which places more reliance on other members (Fayard, Pizula) for formal expertise despite Douglas’s CFO background .
- Attendance: 2024 attendance metrics do not cover Douglas; monitor 2025/2026 engagement post‑appointment .
-
Compensation structure signals:
- Director pay mix is primarily fixed cash retainer plus time‑based RSUs; no disclosed performance metrics tied to director equity grants, consistent with typical governance practice .
- Deferral features for director compensation into stock units indicate alignment but do not introduce performance risk .
Overall, Douglas adds relevant finance and beverage domain oversight to MNST’s Board, with audit committee service expected to strengthen financial governance. The Coca‑Cola network interlock is a manageable watch item given his planned step‑down from CCHBC and MNST’s established related‑party safeguards, while ownership guidelines and anti‑hedging/pledging policies reinforce alignment .