Rodney Sacks
Monster BeverageAbout Rodney Sacks
Rodney C. Sacks (age 75) has served as a director since November 1990, Chairman of the Board since 1990, CEO from 1990–2021, and Co‑CEO from January 2021 until his resignation effective 11:59 p.m. on June 12, 2025; he will remain Chairman through December 31, 2026 subject to re‑elections . Under his leadership, Monster reported record 2024 net sales of $7.49B (+4.9% YoY), gross margin of 54% (+0.9 pts YoY), and five‑year TSR of 65.4% (2020–2024) . The company’s adjusted operating income used for incentive payouts was $2.1271B in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Monster Beverage Corporation | Chairman of the Board; CEO (1990–2021); Co‑CEO (2021–Jun 12, 2025) | 1990–present | Co-led >35 years of growth; strategy and execution across marketing, innovation, litigation; board leadership continuity |
| Monster Energy Company (subsidiary) | Chairman, Co‑CEO, Director | Ongoing | Oversight of brand portfolio; operational leadership aligned with parent strategy |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Executive Committee (Board committee) | Member | Since Oct 1992 | Directs company business between board meetings; equity award authority for non‑Section 16 hires/promotions |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 1,000,000 | 1,100,000 | 1,200,000 |
| Bonus ($) | - | - | - |
| All Other Compensation ($) | 103,798 | 141,323 | 918,566 (incl. personal security $752,845; auto $60,308; benefits $88,887; 401k match $13,163; equipment $598) |
Transition compensation: Effective July 1, 2025, base salary set at $900,000 during his Chairman transition period through Dec 31, 2026, with AIA and LTI eligibility .
Performance Compensation
Annual Incentive Award (AIA) – FY 2024 Design and Outcome
| Component | Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|---|
| Financial | Adjusted Operating Income | 75% | $2.2138B | $2.1271B | 80.4% of target |
| Individual | Individual Performance | 25% | 100% | 100% | 100% of target |
| Total AIA (Sacks) | Cash payout | — | $1,800,000 | — | $1,535,400 paid in Q1 2025 |
Long-Term Incentives – Grants and Structure
| Grant Type | Grant Date | Measure / Terms | Vesting | Quantity | Fair Value ($) |
|---|---|---|---|---|---|
| PSUs (2024) | Mar 14, 2024 | 3‑yr cumulative adjusted diluted EPS (2024–2026); 0–200% payout; threshold/target/max: 58,050/116,100/232,200 | Cliff at end of period (service requirement) | 116,100 target | 7,000,830 |
| RSUs (2024) | Mar 14, 2024 | Time‑vested | 19,333/19,333/19,334 on 3/14/2025/2026/2027 | 58,000 | 3,497,400 |
| Stock Options (2024) | Mar 14, 2024 | Time‑vested | 51,167/51,167/51,166 on 3/14/2025/2026/2027 | 153,500 | 3,557,455 |
| Option Exercise Price / Expiration | — | — | — | — | $60.30; expires 3/14/2034 |
PSU performance realization: The 2022 PSU cycle (2022–2024) paid at 90% based on 3‑yr cumulative adjusted diluted EPS of $4.510 (threshold $4.328, target $4.556, max $4.784); Sacks received 165,960 shares versus 184,400 target .
Pay Mix and Trends (Total Compensation)
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Stock Awards ($) | 10,127,709 | 10,306,296 | 10,498,230 |
| Option Awards ($) | 3,435,577 | 3,440,363 | 3,557,455 |
| Non-Equity Incentive ($) | 750,000 | 2,887,500 | 1,535,400 |
| Total ($) | 15,417,084 | 17,875,482 | 17,709,651 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 74,865,594 shares (7.6% of outstanding) as of April 11, 2025 |
| Direct/Common | 733,340 common shares |
| Through Entities | Brandon LP No.1: 11,291,136; Brandon LP No.2: 58,773,888; Hilrod XV: 276,109; Hilrod XVIII: 231,754; RCS1 LLC: 100,000 |
| Options – Presently Exercisable | 630,000 @ $21.99 (2016); 611,000 @ $23.14 (2017); 528,000 @ $29.37 (2018); 583,200 @ $29.84 (2019); 382,800 @ $31.20 (2020); 259,800 @ $44.47 (2021); 291,400 @ $36.62 (2022); 122,000 @ $50.82 (2023); 51,167 @ $60.30 (2024 first tranche) |
| Unvested RSUs (Dec 31, 2024) | 30,734 (2022 grant); 45,068 (2023); 58,000 (2024) |
| PSUs Outstanding (Dec 31, 2024) | 165,960 earned from 2022 cycle; 135,200 target (2023 cycle); 116,100 target (2024 cycle) |
| Pledging | 100,000 shares pledged; company policy restricts pledging with limited exceptions |
| Anti‑Hedging | Hedging prohibited (prepaid forwards, collars, exchange funds) |
| Stock Ownership Guidelines | CEOs and CFO: 6× base salary; other Section 16 officers: 3×; retention of 50% after‑tax vested shares until compliant; all NEOs compliant in 2024 |
Employment Terms
| Term | Key Provisions |
|---|---|
| Employment Agreement | Initial term through 2018; auto‑renews annually unless notice by June 30; confidentiality and 6‑month post‑termination non‑compete |
| Transition Letter (Mar 10, 2025) | Resigns Co‑CEO at 11:59 p.m. on Jun 12, 2025; remains Chairman through Dec 31, 2026; base salary $900,000 (effective Jul 1, 2025); AIA and LTI eligibility; continues vesting under plans; then serves as non‑employee director through at least 2027 annual meeting |
| Severance (No CIC) | If terminated without cause or constructive termination: 2× base salary (rate as of immediately pre‑transition for Sacks); pro‑rata prior year bonus; 18 months benefits and auto; 2 weeks pay in lieu of notice |
| Change‑in‑Control | Double‑trigger vesting for RSUs/options; PSUs convert to time‑vested RSUs at target (CIC in year 1) or pro‑rated actual (CIC in years 2–3); post‑CIC involuntary termination within 24 months accelerates converted RSUs |
| Clawbacks | Dodd‑Frank/Nasdaq Rule 5608‑compliant Clawback Policy adopted Dec 1, 2023 (Section 16 officers); plan‑level recoupment for misconduct/restatement |
Board Governance
- Service and roles: Director since 1990; Chairman; member of Executive Committee; not listed on Audit, Compensation, or Nominating committees .
- Leadership structure: Historically Chairman + Co‑CEO; roles to be separated post‑June 2025 (Sacks as Chairman; Schlosberg as sole CEO); Lead Independent Director is Mark S. Vidergauz .
- Independence: Sacks is not independent; board includes majority independent directors .
- Meetings and attendance: Board held 6 meetings in 2024; each of the then‑acting directors except Mr. Hall attended ≥75% of meetings; independent director executive sessions held 9 times in 2024 .
Compensation Peer Group (Benchmarking)
| 2024 Peers | Notes |
|---|---|
| Brown‑Forman; Campbell Soup; Chipotle; Mondelez; Ralph Lauren; Starbucks; Constellation Brands; Keurig Dr Pepper; Estée Lauder; Hershey; Lululemon; McCormick; Molson Coors; J.M. Smucker; Yum! Brands | Company below median on revenue; above 75th percentile on market cap; performance ranked ~75th percentile revenue and EPS growth; ROIC ~73rd percentile |
Say‑on‑Pay & Shareholder Feedback
| Year | Approval (%) |
|---|---|
| 2024 | 93.9% of votes cast approved executive compensation; no program changes directly in response |
Related Party Transactions
| Counterparty | Relationship | Amount (FY 2024) |
|---|---|---|
| IFM Group, LLC | Sacks (through trusts) owns ~27%; Schlosberg family ~53% | $5.9 million in promotional item purchases |
Compensation Structure Analysis
- Cash vs equity: 2024 total $17.71M with equity (stock + options) ~$14.06M dominant; AIA decreased vs 2023 as financial metric paid at 80.4% of target .
- Increased fixed pay: Base salary rose to $1.2M in 2024 (from $1.1M in 2023) per market adjustments; target AIA unchanged at 150% of salary .
- LTI rigor: PSUs continue as 3‑year EPS cycle with 0–200% payout, cliff vest, and double‑trigger CIC protection; 2022 cycle paid 90% based on 3‑yr EPS .
Risk Indicators & Red Flags
- Pledging: Sacks has pledged 100,000 shares; company allows pledging only in limited cases; two employees (Sacks, Schlosberg) pledged ~0.3% of their beneficial holdings .
- Related party spend: $5.9M with IFM in 2024 where Sacks‑related trusts have ownership; audit committee reviews related‑party transactions .
- Dual roles: Combined Chairman/Co‑CEO historically; mitigated by Lead Independent Director framework; roles separating mid‑2025 .
- Clawbacks and anti‑hedging: Policies in place reducing misconduct risk and hedge misalignment .
Performance & Track Record
| Metric | FY 2024 | 5‑Year |
|---|---|---|
| Net Sales ($) | 7.49B (+4.9% YoY) | — |
| Gross Margin (%) | 54% (+0.9 pts YoY) | — |
| Adjusted Operating Income ($) | 2.1271B (AIA basis) | — |
| TSR (%) | — | 65.4% (2020–2024) |
Director Compensation (Future Applicability)
Non‑employee directors receive annual cash $85,000, committee and chair retainers, and annual RSU grants (~$175,000) with stock ownership guidelines of 5× annual retainer; Sacks will become a non‑employee director post‑retirement from employee role per transition letter .
Expertise & Qualifications
- Tenure and industry experience: >35 years leading Monster; deep food and beverage experience; strategic oversight of marketing, innovation, litigation during transition period .
Compensation Committee & Governance
- Compensation Committee: Mark S. Vidergauz (Chair), Gary P. Fayard, Jeanne P. Jackson; independent; seven meetings in 2024; F.W. Cook engaged as independent consultant (no conflicts) .
- Equity grant procedures: Windowed timing; independent committees authorize grants; no MNPI timing; double‑trigger CIC protections since 2021 awards .
Investment Implications
- Strong alignment via substantial equity exposure: Large beneficial stake (7.6%), multi‑year PSUs tied to EPS, and time‑based RSUs/options suggest continued alignment; hedging barred but limited pledging is a modest governance risk to monitor .
- Transition lowers fixed comp while retaining strategic influence: Chairman‑only role with $900k base and continued LTI participation reduces operating control but preserves continuity in marketing/innovation—watch execution continuity as CEO role consolidates under Schlosberg .
- Incentive rigor and shareholder support: 2024 AIA paid below target on financials (80.4%), 2022 PSUs at 90%, and 93.9% Say‑on‑Pay indicate balanced pay‑for‑performance and investor acceptance; continued use of EPS and adjusted operating income should sustain discipline .
- Governance improvements mitigate dual‑role concerns: Lead independent director, independent majority, and formal separation of Chairman/CEO roles post‑June 2025 reduce independence issues, though related‑party spend warrants ongoing audit vigilance .