Mark Vidergauz
Monster BeverageAbout Mark S. Vidergauz
Mark S. Vidergauz (age 71) is Monster Beverage’s Lead Independent Director, serving on the Board’s Audit Committee and chairing both the Compensation Committee and the Nominating & Corporate Governance Committee. He has served as Lead Independent Director since March 2014; he has chaired the Compensation Committee since June 2019 and the Nominating & Corporate Governance Committee since June 2022, and has been an Audit Committee member since April 2021. Professionally, he is CEO of The Sage Group LLC (investment banking) and previously was a Managing Director at ING Barings’ Los Angeles office, bringing deep M&A, corporate finance, and governance expertise to MNST’s board. He is an independent director under Nasdaq and SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ING Barings LLC (Los Angeles) | Managing Director | Apr 1995 – Apr 2000 | Senior leadership in corporate finance and advisory; background informs Audit and Compensation oversight at MNST. |
| The Sage Group LLC | Chief Executive Officer | Apr 2000 – present | Leads M&A and capital formation advisory in consumer sector; provides relevant deal and capital markets perspective to MNST. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Sage Group LLC (private) | CEO | 2000 – present | Consumer-focused M&A advisory firm. No other public company directorships disclosed for Mr. Vidergauz. |
Board Governance
- Current assignments: Lead Independent Director; Chair, Compensation Committee; Chair, Nominating & Corporate Governance Committee; Member, Audit Committee.
- Independence: Board has determined he is independent (Nasdaq/SEC).
- Attendance and engagement:
- Board met 6 times in FY2024; each then-acting director except Mr. Hall attended ≥75% of aggregate Board/committee meetings (Mr. Vidergauz met this threshold). All then-acting directors except Mr. Hall attended the 2024 annual meeting.
- Committee activity: Audit met 5 times; Compensation met 7 times; Nominating & Corporate Governance met once in 2024.
- Independent directors held 9 executive sessions in 2024; as Lead Independent Director, he leads executive sessions and serves as principal liaison between independent directors and Board leadership.
- Lead Independent Director authority: presides over independent sessions; liaison role; charter amended and restated in April 2025.
Fixed Compensation (Director)
| Component | Amount | Source/Notes |
|---|---|---|
| Annual cash retainer | $85,000 | Standard non-employee director cash retainer (2024). |
| Audit Committee member retainer | $10,000 | Additional annual retainer for Audit members. |
| Compensation Committee chair retainer | $22,500 | Annual chair retainer. |
| Nominating & Corporate Governance chair retainer | $22,500 | Annual chair retainer. |
| Lead Independent Director retainer | $40,000 | Annual LID retainer. |
| Compensation Committee member retainer (chair also member) | $7,500 | Per policy for committee members; total cash paid implies chairs also received member retainers. |
| Nominating & Corporate Governance member retainer (chair also member) | $7,500 | Per policy for committee members; total cash paid implies chairs also received member retainers. |
| Total Cash Fees (reported 2024) | $195,000 | As disclosed for Mr. Vidergauz. |
The reported $195,000 cash total aligns with base + LID + Audit member + chair fees and implied committee member retainers (Comp and NCG), consistent with 2024 disclosures.
Performance Compensation (Director)
| Equity Element | Grant/Units | Vesting | 2024 Value |
|---|---|---|---|
| Annual equity retainer (RSUs) | 3,592 RSUs outstanding as of Dec 31, 2024 | Generally vests the business day prior to the next annual meeting; grants may be deferred; directors may elect to defer cash fees into DSUs | ~$175,002 grant date fair value in 2024 |
- DSUs outstanding: 2,932 deferred stock units as of Dec 31, 2024.
- Performance metrics: Not applicable for non-employee director RSUs; vesting is time-based per the 2017 Directors Plan; vests earlier on change of control, death, or disability.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Mr. Vidergauz in MNST’s proxy biography. |
| Interlocks / Related parties | No related-party transactions disclosed for Mr. Vidergauz; Board affirms his independence. Related-party transactions disclosed in 2024 concerned entities tied to MNST executives, not Mr. Vidergauz. |
Expertise & Qualifications
- Core competencies cited: merger and acquisition expertise, corporate finance, corporate governance, leadership experience across consumer sector—aligned with Compensation and Nominating committee chair responsibilities and Audit Committee service.
Equity Ownership
| Holder | Beneficially Owned Shares | Percent of Class | Not Included | Notes |
|---|---|---|---|---|
| Mark S. Vidergauz | 61,099 | <1% | 3,592 unvested RSUs | Ownership excludes unvested RSUs; also held 2,932 DSUs outstanding at 12/31/24. |
- Director stock ownership guidelines: Minimum 5x annual cash retainer within 5 years of Board appointment; all non-employee directors complied in 2024 (deferred RSUs/DSUs counted when vested).
- Hedging and pledging: Directors are prohibited from hedging; pledging is prohibited except limited preapproved exceptions. As of April 11, 2025, only two employees (not directors) had pledged shares; no pledges disclosed for Mr. Vidergauz.
Governance Assessment
- Strengths and signals supporting investor confidence:
- Lead Independent Director since 2014 with formal chartered responsibilities; independence affirmed under Nasdaq/SEC rules.
- Deep finance/M&A background relevant to capital allocation, succession, and incentive design; chairs Compensation and Nominating & Corporate Governance (key governance levers).
- Strong say-on-pay support (93.9% in 2024), indicating broad shareholder endorsement of compensation oversight.
- Stock ownership alignment via 5x retainer guidelines; compliance affirmed for all non-employee directors; anti-hedging/anti-pledging policies in place.
- Risk indicators to monitor:
- Leadership concentration: Simultaneous service as Lead Independent Director, Chair of Compensation, Chair of Nominating & Corporate Governance, and Audit Committee member concentrates significant oversight roles in one director—requires sustained engagement and succession planning for board leadership roles. Attendance thresholds were met (≥75%).
- No personal related-party transactions disclosed; Audit Committee oversees related-party reviews; continue to monitor.