Hilton Schlosberg - Chief Executive Officer | Monster Beverage (MNST) Executive Profile & Compensation

About Hilton Schlosberg

Hilton H. Schlosberg (age 72) is Vice Chairman and Co-CEO of Monster Beverage Corporation, and will become sole CEO effective June 13, 2025; he has served on the Board since November 1990 and previously served as President/COO (1990–2021) and CFO (1996–2021), bringing deep financial and operating expertise from 35+ years of co-leadership with Rodney Sacks . Monster delivered 2024 net sales of $7.49B (+4.9% YoY), gross profit margin of 54% (+0.9 pp YoY), and five-year TSR of 65.4% (2020–2024), underscoring sustained value creation under this leadership team . 2024 say‑on‑pay approval was 93.9% and the Board affirmed a pay-for-performance framework centered on adjusted operating income and multi-year EPS-based PSUs .

Past Roles

Organization	Role	Years	Strategic Impact
Monster Beverage Corporation	Vice Chairman and Co-CEO; sole CEO effective 6/13/2025	2021–present (sole CEO from 6/13/2025)	Co-leads strategy and operations; transitions to sole CEO to separate Chair and CEO roles .
Monster Beverage Corporation	President, COO and Secretary	1990–2021	Day-to-day operations leadership during scale-up phase .
Monster Beverage Corporation	Chief Financial Officer	1996–2021	24 years as CFO; high financial literacy and capital allocation leadership .
Monster Beverage Corporation	Director; Executive Committee member	Director since 1990; Exec. Committee since 1992	Foundational governance continuity; helps manage business between Board meetings .

External Roles

Organization	Role	Years	Notes
Monster Energy Company (subsidiary)	Vice Chairman, Co-CEO, Director	Ongoing	Affiliated operating subsidiary roles; not a separate public company directorship .
—	—	—	No other public company board roles disclosed in the proxy for Mr. Schlosberg .

Fixed Compensation

Targeted to be below median cash vs. peers, with equity above median to align with shareholders; Co‑CEOs are compensated equally given complementary leadership .

Year	Base Salary ($)	All Other Comp ($)	Notes
2024	1,200,000	76,955	2024 salary increased to maintain positioning; perqs include company auto, 401(k) match, benefits, personal security .
2023	1,100,000	71,749	—
2022	1,000,000	81,114	—

Perquisite detail (2024): company automobile $19,884; 401(k) match $13,800; benefits $36,373; personal security $6,300; equipment $598; total $76,955 .

Performance Compensation

Annual Incentive (AIA)

Structure: 75% adjusted operating income; 25% individual performance; linear payout 0–200% of target; Co‑CEOs each at 150% of salary target .
2024 outcome: Adjusted operating income achieved at 80.4% of target; individual performance certified at 100%; total payout ≈85% of target .

Item	Target	Actual 2024	Payout
Target bonus (% of base)	150%	—	—
Adj. Operating Income ($)	$2.2138B target; $1.9924B threshold; $2.4352B max	$2.1271B (80.4% of target)	80.4% on 75% weight
Individual component	100% target	100%	100% on 25% weight
AIA paid ($)	$1,800,000 target	—	$1,535,400 (cash)

Long-Term Incentives (LTI)

Mix (2024): 50% PSUs (3‑yr EPS), 25% RSUs (time-based), 25% Stock Options (time-based), consistent with pay-for-performance emphasis .
2024 grants to Schlosberg:
- PSUs: 116,100 target shares (58,050 threshold; 232,200 max); performance period 2024–2026; metric = 3‑yr cumulative adjusted diluted EPS; payout 0–200% .
- RSUs: 58,000 vesting 1/3 annually on 3/14/25, 3/14/26, 3/14/27 .
- Options: 153,500 @ $60.30, vesting 1/3 annually on 3/14/25, 3/14/26, 3/14/27; expiration 3/14/2034 .

Grant (3/14/2024 unless noted)	Quantity	Terms	Accounting FV ($)
PSUs (2024–2026)	116,100 target (58,050 thr.; 232,200 max)	Earn on 3‑yr cumulative adj. diluted EPS; cliff vest after period	7,000,830
RSUs	58,000	Vest 19,333 on 3/14/2025; 19,333 on 3/14/2026; 19,334 on 3/14/2027	3,497,400
Stock Options	153,500 @ $60.30	Vest 51,167 each on 3/14/2025, 3/14/2026, 3/14/2027; expire 3/14/2034	3,557,455

Recent PSU vesting performance: the 2022 PSU grants (2022–2024 EPS) paid at 90% of target; Schlosberg received 165,960 shares vs. 184,400 target .

PSU Cohort	Perf. Metric	Threshold	Target	Maximum	Actual Result	Shares Delivered
2022–2024	3‑yr cumulative adj. diluted EPS	$4.328	$4.556	$4.784	$4.510 (90% of target)	165,960

Multi‑Year Compensation Summary (Co‑CEO)

Year	Salary ($)	Stock Awards ($)	Option Awards ($)	Non‑Equity Incentive ($)	All Other ($)	Total ($)
2024	1,200,000	10,498,230	3,557,455	1,535,400	76,955	16,868,040
2023	1,100,000	10,306,296	3,440,363	2,887,500	71,749	17,805,908
2022	1,000,000	10,127,709	3,435,577	750,000	81,114	15,394,400

Equity Ownership & Alignment

Beneficial Ownership and Pledging

Holder	Shares Beneficially Owned	% of Class	Notes
Hilton H. Schlosberg	76,387,248	7.8%	Includes 2,354,994 direct; LP interests in Brandon No.1 (11,291,136), Brandon No.2 (58,773,888), Hilrod XV (276,109), Hilrod XVIII (231,754); and presently exercisable options across multiple grants; 100,000 shares pledged .

Anti‑pledging policy prohibits pledging except limited cases approved by compliance; as of April 11, 2025, only Messrs. Sacks and Schlosberg had pledges, totaling approximately 0.3% of their beneficially owned shares; Schlosberg has 100,000 shares pledged .

Stock Ownership Guidelines (executives)

CEOs and CFO: at least 6x base salary; other Section 16 Officers: 3x; compliance monitored; all NEOs compliant in 2024 .

Options Snapshot (selected)

Grant Date	Exercisable Options (#)	Exercise Price ($)	Expiration
3/14/2016	630,000	21.99	3/14/2026
3/14/2017	611,000	23.14	3/14/2027
3/14/2018	528,000	29.37	3/14/2028
3/14/2019	583,200	29.84	3/14/2029
3/13/2020	382,800	31.20	3/13/2030
3/12/2021	259,800	44.47	3/12/2031
3/14/2022	194,266 ex.; 97,134 unex.	36.62	3/14/2032
3/14/2023	61,000 ex.; 122,000 unex.	50.82	3/14/2033
3/14/2024	153,500 unex.	60.30	3/14/2034

Note: The proxy values unvested PSUs as of 12/31/2024 using a closing price of $52.56, implying options with strikes below $52.56 were in‑the‑money on that date .

Upcoming Vesting and Potential Selling Pressure

Instrument	Vesting Dates	Quantity
RSUs (2024 grant)	3/14/2025; 3/14/2026; 3/14/2027	19,333; 19,333; 19,334
Options (2024 grant)	3/14/2025; 3/14/2026; 3/14/2027	51,167 each tranche
PSUs (2023 grant)	Performance period 2023–2025; settle after FY2025	As earned per plan
PSUs (2024 grant)	Performance period 2024–2026; settle after FY2026	As earned per plan

Insider policy prohibits hedging and generally pledging/margin accounts (limited exceptions); trading is subject to policy and window controls, which can mitigate forced selling dynamics .

Deferred Compensation

Executive Contributions (2024)	Aggregate Balance (12/31/2024)
$817,500 (Schlosberg)	$3,312,150

Employment Terms

Employment Agreement (Co‑CEO)

Original agreement dated March 18, 2014; auto-renews annually unless notice by June 30; confidentiality and six‑month post‑termination non‑compete .
Eligible for AIA, equity awards, and perquisites; severance detailed below .

Severance and Change‑of‑Control (Schlosberg)

Scenario (Assumed at 12/31/2024)	Key Cash/Benefits	Equity Treatment	Total Illustrative Value
Death/Disability	12 months base salary; benefits; auto; vacation	—	$1,441K–$1,442K
Voluntary resignation	6 months base; 6 months benefits; vacation	—	$803,188
Termination without cause / Constructive Termination / Non‑renewal by Company	2x base salary; pro‑rata prior‑year bonus; 18 months benefits and auto; vacation; 2 weeks’ notice pay	Unvested PSUs forfeited unless termination on/after vest date; RSU/Options continue per plan	$4,251,715
CIC + termination without cause or good reason (double‑trigger within 24 months)	2x base + pro‑rata bonus; benefits as above	Immediate vest of RSUs and options; PSUs convert to RSUs at target (if CIC in year 1) or based on actual performance to date (if CIC in years 2–3), then vest; immediate vest upon qualifying termination	$42,082,727 incl. $37,831,012 equity acceleration

All 2021+ awards have double‑trigger acceleration; no tax gross‑ups; clawback policies under both plans and Dodd‑Frank 10D‑1 adopted Dec 1, 2023 .
Non‑compete: six months post‑termination .

Board Governance

Board service: Director since 1990; currently Vice Chairman and Co‑CEO; Executive Committee member (manages business between Board meetings) .
Leadership structure: From June 13, 2025, Chair (Sacks) and CEO (Schlosberg) roles separated; Lead Independent Director (Vidergauz) in place .
Independence: Schlosberg is not independent; eight directors determined independent in 2024; independent directors held nine executive sessions in 2024 .
Board meetings: Six in 2024; all then‑acting directors except Mr. Hall attended ≥75% .
Committee roles: Schlosberg is an executive director (not a member of Audit, Compensation, or Nominating committees) .

Say‑on‑Pay & Compensation Committee

Say‑on‑pay approval: 93.9% in 2024; no program changes made solely in response to this vote .
Compensation Committee: Independent directors Jackson, Vidergauz (Chair), Fayard; uses F.W. Cook as independent advisor; peer benchmarking spans 16 consumer/food/beverage names (e.g., Mondelez, Starbucks, Hershey, Smucker, Keurig Dr Pepper, Brown‑Forman) .
Philosophy: Below‑median cash; above‑median equity; strong linkage to adjusted operating income and multi‑year EPS PSU outcomes .

Related Party Transactions (Governance Risk)

Promotional items purchased from IFM Group, LLC totaled $5.9M in 2024; Schlosberg family members own ~53% of IFM; Sacks‑related trusts own ~27%. Audit Committee oversees related‑party transactions; directors recuse where conflicted .

Expertise & Qualifications

Track record: 35+ years co‑leadership; 24 years as CFO; high financial literacy; sustained growth and profitability with five‑year TSR of 65.4% and expanding gross margin in 2024 .
Governance mitigants: Lead Independent Director, separated Chair/CEO roles from 6/13/2025, anti‑hedging/pledging policies, robust ownership guidelines, and clawbacks .

Compensation Structure Analysis (Signals)

Cash vs equity mix: Continued emphasis on equity (PSUs ~50% of LTI); Co‑CEO target cash kept below median peers; total comp above 75th percentile aligned to strong top‑ and bottom‑line performance vs peers .
Metrics rigor: 2024 AIA paid at ~85% of target with adj. operating income at 80.4% of target; 2022–2024 PSUs paid at 90%—near‑target performance without windfalls .
Vesting cadence and pressure: Meaningful 3/14 annual tranches (options/RSUs) plus multi‑year PSU cliffs can create episodic liquidity; insider policy restricts hedging/pledging and imposes trading windows .
CIC protections: Double‑trigger vesting; significant equity acceleration under CIC scenarios; no gross‑ups .

Equity Ownership & Alignment (Detail)

Component	Amount / Terms
Directly owned common	2,354,994 shares .
LP interests (Brandon No.1 / No.2 / Hilrod XV / XVIII)	11,291,136 / 58,773,888 / 276,109 / 231,754 shares, respectively .
Options (presently exercisable at various strikes)	630,000 (2016, $21.99), 611,000 (2017, $23.14), 528,000 (2018, $29.37), 583,200 (2019, $29.84), 382,800 (2020, $31.20), 259,800 (2021, $44.47), plus partially exercisable 2022–2023 grants .
Pledged shares	100,000 shares .
Ownership guidelines (status)	6x salary; in compliance .
Anti‑hedging/pledging policy	Hedging prohibited; pledging generally prohibited unless approved (limited exceptions) .

Employment Terms (Detail)

Term	Key Provision
Agreement	March 18, 2014; auto‑renews annually unless notice by June 30 .
Non‑compete	Six months post‑termination .
Severance (without cause / constructive termination / non‑renewal)	2x base salary; pro‑rata prior‑year bonus; 18 months benefits & auto; two weeks’ notice pay; PSUs mostly forfeited if unvested .
CIC (double‑trigger)	RSUs/options vest; PSUs convert to RSUs at target (year 1 CIC) or based on actual-to-date (years 2–3), then vest; immediate vest on qualifying termination within 24 months post‑CIC .
Clawbacks	Plan-level and Dodd‑Frank compliant policy adopted Dec 1, 2023 .

Investment Implications

Alignment and retention: Large beneficial ownership (7.8%) and stringent ownership guidelines align incentives; equity‑heavy pay with multi‑year PSU metrics supports long‑term orientation; six‑month non‑compete and severance framework mitigate near‑term retention risk .
Execution track record: AIA paid below target (80.4% financial component) and PSUs at 90% underscore rigorous targets amid 2024 growth; five‑year TSR 65.4% and expanding gross margin support continued value creation under Schlosberg’s operational/financial leadership .
Governance risk checks: Related‑party IFM spend ($5.9M) and limited pledging (100k shares) are notable but managed via Audit Committee oversight and anti‑pledging policy; separation of Chair/CEO and active Lead Independent Director strengthen governance as Schlosberg becomes sole CEO .
Trading dynamics: March 14 vesting cadence (RSUs/options) plus PSU cliffs could create periodic selling windows; hedging is prohibited and pledging restricted, which may moderate selling pressure but does not eliminate it .