Jeanne Jackson

About Jeanne P. Jackson

Independent director at Monster Beverage Corporation since June 2019; member of the Compensation Committee since April 2021. She is 73 years old per the 2025 proxy and is described as a seasoned consumer/retail operator with senior leadership roles across Nike and multiple retail brands; currently Executive Chair of Spanx HoldCo LLC and a director of Moncler S.p.A. .

Past Roles

External Roles

Board Governance

• Committee assignments: Compensation Committee member (since Apr 2021); not listed on Audit or Nominating & Corporate Governance Committees in 2025 committee matrix (Compensation Committee led by Mark S. Vidergauz) .
• Independence: Board determined Ms. Jackson is independent under Nasdaq and SEC rules (2021–2025 proxies) .
• Attendance: In 2024 the Board held six meetings; all ten then‑acting directors except Mark J. Hall attended at least 75% of Board and committee meetings (Ms. Jackson met the threshold). All then‑acting directors except Mr. Hall attended the June 13, 2024 annual meeting; independent directors held nine executive sessions in 2024 .
• Compensation Committee activity: Committee comprised of Fayard, Jackson, and Vidergauz; held seven meetings in 2024; charter last amended Feb 2023 and Committee uses independent compensation consultants .
• Non‑employee director stock ownership policy: Directors must hold shares valued at 5x the annual cash retainer within five years; all non‑employee directors were in compliance during 2024 .
• Policies: Anti‑hedging and anti‑pledging policies apply; only Co‑CEOs had limited pledging as of April 2025 (approx. 0.3% of their beneficial holdings) .

Fixed Compensation

Director compensation structure (2024 terms): annual cash retainer $85,000; Audit Committee member $10,000; Compensation/Nominating member $7,500; Audit Chair $25,000; Compensation/Nominating Chair $22,500; Lead Independent Director $40,000; annual equity retainer ~ $175,000 in RSUs that vest one day prior to the next annual meeting .

Jeanne P. Jackson – Director compensation (USD):

Notes:

• The “–” under Fees indicates cash fees were deferred and reflected within Stock Awards per footnotes; Jackson elected to defer portions of cash compensation via deferred stock units in 2020 and 2023 .

Performance Compensation

• Director equity grants are time‑vested RSUs under the 2017 Directors Plan; vest on the earlier of: day before next annual meeting, change‑of‑control, death, or disability, subject to continued service. No performance metrics are attached to director equity grants .
• Deferred compensation: Directors may elect to defer cash or equity into deferred stock units under the Deferred Compensation Plan for Non‑Employee Directors (409A‑compliant). Jackson made regular DSU deferrals in 2020 and quarterly DSU deferrals in 2023 (see table below) .

2023 Deferred Stock Units (DSUs) – Jeanne P. Jackson:

Related policies (context for governance assurance):

• Clawback Policy adopted Dec 1, 2023 to recover erroneously awarded incentive compensation for Section 16 officers upon restatement; supplements omnibus plans (director equity unaffected beyond standard recoupment language) .
• Equity grant procedures prohibit MNA information timing; awards granted in window periods; no use of MNPI in 2024 award timing .

Other Directorships & Interlocks

Expertise & Qualifications

• Thirty‑plus years as senior executive across DTC, merchandising, and omnichannel retail; Nike DTC/product leadership; MSP Capital founder/CEO; multiple large‑cap boards across consumer brands; brings consumer brand building, merchandising, and digital commerce expertise to Monster’s board .

Equity Ownership

• Beneficial ownership: Listed as “–” with less than 1% of class as of April 11, 2025 and April 12, 2024 (Monster includes shares acquirable within 60 days by option exercise or RSU vesting in computing ownership) .
• RSUs held by non‑employee directors: 2,932 RSUs per director outstanding as of Dec 31, 2023 (granted Jun 22, 2023; vest pre‑2024 annual meeting) .
• Deferred stock units outstanding as of Dec 31, 2023: Jackson 24,779 DSUs .
• Director stock ownership guidelines: 5x annual retainer; compliance confirmed for all directors during 2024 .

Governance Assessment

• Strengths

  • Independent status with deep consumer/retail operating experience; long multi‑company board exposure strengthens Compensation Committee oversight of pay structures in a consumer growth context .
  • High engagement: met the ≥75% attendance threshold in 2024; Compensation Committee met 7 times in 2024; independent directors held 9 executive sessions—signals active governance .
  • Alignment: Regular deferral of cash into equity (DSUs); director equity retainer in RSUs; compliance with 5x retainer ownership guideline improves “skin‑in‑the‑game” optics even with reported beneficial ownership <1% due to RSU/DSU counting mechanics .

• Watch items / RED FLAGS

  • Related‑party exposure: Her son, Craig Jackson, joined Monster’s marketing department in July 2024 with ~$147,000 compensation in 2024—disclosed as a related person transaction and specifically referenced under Compensation Committee interlocks, highlighting potential perceived conflict (Committee still independent; Jackson disclosed relationship per policy) .
  • Beneficial ownership: Repeated “–” entries (less than 1%) for her share count in principal stockholder tables (even with substantial DSUs outstanding). While guideline compliance is affirmed, low disclosed beneficial ownership may draw scrutiny from investors prioritizing direct share holdings versus deferred units .
  • Broader related‑party environment: Ongoing related‑party arrangements with executives (e.g., aircraft charter tied to Mr. Sacks) persist; while not linked to Jackson, cumulative related‑party context can affect governance optics .

• Compensation Committee analysis relevance

  • The Committee uses independent consultant F.W. Cook and structured peer groups; charters and equity grant procedures are current and enforced—positive for pay governance where Jackson serves, but not a mitigation for her personal related‑party disclosure .

Overall: Jackson brings valuable consumer and DTC expertise and shows engagement and equity alignment via deferrals, but the 2024 related‑party employment of her son and persistently low disclosed beneficial ownership warrant monitoring for potential investor confidence impacts and future Committee recusals on matters involving her family .