Each of our directors brings extensive management and leadership experience gained through their service in our industry and other diverse businesses. In these roles, they have assumed day-to-day leadership or other senior leadership responsibilities. In addition, most directors bring board experience acquired by either significant experience on other boards or long service on our Board of Directors that broadens their knowledge of board policies and processes, rules and regulations, issues and solutions. The Nominating and Corporate Governance Committee’s process for selecting and nominating qualified director candidates is described under the section entitled “Nominating and Corporate Governance Committee.” In the paragraphs below, we describe specific individual qualifications and skills of our directors that contribute to the overall effectiveness of our Board of Directors and its committees.

Rodney C. Sacks—Chairman of the Board of Directors of the Company Chief Executive Officer and a director of the Company from November 1990 to the present. Co-Chief Executive Officer of the Company since January 2021. Member of the Executive Committee of the Board of Directors (the “Executive Committee”) since October 1992. Chief Executive Officer of the Company from November 1990 to January 2021. Chairman of the Board of Directors, Co-Chief Executive Officer and a director of Monster Energy Company (“MEC”). Mr. Sacks has led the Company for over 3033 years and has extensive experience in the food and beverage industry. Mr. Sacks has detailed knowledge and valuable perspective and insights regarding our business and has responsibility for development and implementation of our business strategy.

Hilton H. Schlosberg—Vice Chairman of the Board of Directors of the Company President, Chief Operating Officer, Secretary and a director of the Company from November 1990 to the present. Chief FinancialCo-Chief Executive Officer of the Company since July 1996.January 2021. Member of the Executive Committee since October 1992. President, Chief Operating Officer and Secretary of the Company from November 1990 to January 2021. Chief Financial Officer of the Company from July 1996 to January 2021. Vice Chairman, President, Chief FinancialCo-Chief Executive Officer and a director of MEC. Mr. Schlosberg has held senior leadership positions with the Company for over 3033 years, has beenwas the Company’s Chief Financial Officer for 2324 years and has extensive experience in the food and beverage industry. Mr. Schlosberg has a high level of financial literacy, and his day-to-day supervision of business operations and co-leadership with Mr. Sacks brings valuable insight to the Board. Mr. Schlosberg has detailed knowledge and valuable perspective and insights regarding our business and has responsibility for development and implementation of our business strategy.

Mark J. Hall—Director of the Company since January 1, 2014 and employee of MEC focusing on ideation, design and development of new products since May 1, 2017. Chief Marketing Officer of MEC from January 2015 to May 1, 2017. Chief Brand Officer of MEC from January 2014 to December 2014, and President of the Monster Beverage Division from January 2007 to December 2013. Mr. Hall joined MEC in 1997 as a Senior Vice President. Prior to joining MEC, Mr. Hall was employed by the Arizona Beverage Co. as Vice President of Sales, where he was responsible for sales and distribution of products through a national network of beer distributors and soft drink bottlers in the United States. Mr. Hall has detailed knowledge of and valuable perspectives and insights into both our business and the beverage businessindustry in general.

Kathleen E. CiaramelloAna Demel—Director of the Company since June 2019. President, FoodserviceDecember 2021. Chair of the Board of Directors of Pro Mujer, Inc. and On-Premise Business UnitAdjunct Professor at the New York University School of Law. Since January 1, 2021, Ms. Demel has served as the Chair of the board of directors of Pro Mujer, Inc., a women’s development non-profit that brings financial services, entrepreneurship training and basic health services to low-income women in Latin America. Ms. Demel has also served as an Adjunct Professor at the New York University School of Law since 2009. Prior to 2009, Ms. Demel was a partner at the international law firm of Cleary Gottlieb Steen & Hamilton, LLP where her practice focused on international financing and business

transactions, particularly in Latin America. Ms. Demel advised public and private sector clients on a variety of transactions, including structured finance, project finance and mergers and acquisitions.

James L. Dinkins—Director of the Company since November 2020. Chief Executive Officer of the Honey Baked Ham Company, LLC since May 2021. Director of Coca-Cola FEMSA, S.A.B. de C.V. since 2020. Mr. Dinkins joined The Coca-Cola Company (“TCCC”) from 2013 to the present. Ms. Ciaramello joined The Coca-Cola Company in 1985 and has served1988, serving in various account management, salesmarketing and marketingbottler franchise leadership roles with Coca-Cola USA until June 1999. He rejoined TCCC in August 2002 and held positions of increasing responsibility in Coca-Cola North America, including GroupChief Retail Sales Officer and President of the Minute Maid Business Unit. Mr. Dinkins was appointed President of Coca-Cola North America and elected Senior Vice President Strategic Partnership Marketing from 2006of TCCC effective January 1, 2018 until August 2020. Mr. Dinkins served as a Senior Advisor to 2009 and Vice President East Zone from 2009 to 2013, as well as oneTCCC through February 2021. Mr. Dinkins also serves on the board of governors of the inaugural membersBoys & Girls Clubs of Coca-Cola’s Women’s Leadership Council. Ms. Ciaramello has served on the

BoardAmerica and is a trustee of DirectorsThe University of Georgia Foundation and other various roles of the National Restaurant Association since 2016, the Women’s Foodservice Forum Board of Directors since 2016, and the Board of Directors of the Jack & Jill Late Stage Cancer Foundation. Ms. Ciaramello is European Refreshments (an indirect wholly owned subsidiary of TCCC) designee to the Board. Ms. CiaramelloMorehouse College. Mr. Dinkins has substantial business and leadership experience in the beverage industry.

Gary P. Fayard—Director of the Company since June 2015, and member of the Audit Committee of the Board of Directors (the “Audit Committee”) since February 2016.2016, member of the Nominating and Corporate Governance Committee since April 2021 and member of the Compensation Committee of the Board of Directors (the “Compensation Committee”) since June 2022. Executive Vice President and Chief Financial Officer of The Coca-Cola CompanyTCCC from February 2003 to April 2014. Mr. Fayard joined The Coca-Cola CompanyTCCC in 1994, and in July 1994, he was elected Vice President and Controller, a position he held until December 1999 when he was elected Senior Vice President and Chief Financial Officer. Mr. Fayard has also served on the board of directors of Coca-Cola FEMSA, S.A.B. de C.V., the largest bottler in the world of Coca-Cola trademark beverages by unit case volume operating in territories in Mexico, Central and South America and the Philippines, from 2004 to March 2016. Mr. Fayard has been on the board of directors of Genuine Parts Company since 2014. Mr. Fayard has a strong background in accounting and finance as well as substantial business and leadership experience in the beverage industry.

Tiffany M. Hall—Director of the Company since October 2021. Senior Vice President and Chief of Staff to the Chief Executive Officer at Mastercard Incorporated since January 2021. Ms. Hall joined Mastercard in May 2013 and has served in various roles of increasing responsibility. Most recently, Ms. Hall managed commercial transactions and legal support for Core Products, Marketing Initiatives and Financial Institutions within the United States as Vice President and Senior Managing Counsel, U.S Markets. Prior to joining Mastercard, Ms. Hall served as Acting Head of Marketing Legal Support & Counsel at Pernod Ricard USA and held several marketing and advertising roles at Sotheby’s, Atlantic Records and Ogilvy & Mather. Ms. Hall is also the Founder and Chief Executive Officer of Empower Cocktails, a ready-to-pour cocktail brand. Ms. Hall currently serves as a director on the board of the Children’s Museum of Manhattan, as a Co-Chair of the National Democratic Institute’s New York Advisory Council and as a member of Duke University’s Sanford School of Public Policy’s Alumni Council.

Jeanne P. Jackson—Director of the Company since June 2019.2019 and member of the Compensation Committee since April 2021. At Nike, Inc., Ms. Jackson served as President and Senior Strategic Advisor to the Chief Executive Officer from June 2016 to August 2017, President of Product & Merchandising from July 2013 to April 2016 and President of Direct to Consumer from March 2009 to July 2013. Director of Delta Air Lines, Inc. since January 2017 and director of The Kraft Heinz Company since July 2015 (previously director of Kraft Foods Group, Inc. from October 2012 to July 2015).2017. Ms. Jackson has previously served on the boards of Kraft Heinz Company, Kraft Foods Group, Inc., McDonald’s Corporation, Nike, Inc., Nordstrom, Inc., Williams-Sonoma, Inc., Motorola Mobility Holdings, Inc., Harrah’s Entertainment Inc. and others. Ms. Jackson is the founder of MSP Capital and served as its Chief Executive Officer from 2002 to 2009 and is again serving as its Chief Executive Officer from 2017 to present. Ms. Jackson has served in senior

leadership roles in many organizations, including Wal-Mart.com USA, LLC, the Gap, Inc., Banana Republic, Victoria’s Secret, Saks Fifth Avenue, Walt Disney Attractions, Inc. and Federated Department Stores, Inc. Ms. Jackson brings knowledge and experience of over thirty years as a senior executive and director in an array of large, public companies.

Steven G. Pizula—Director of the Company, and member of the Audit Committee since June 2019.2019 (Chairman since January 2021) and member of the Nominating and Corporate Governance Committee since June 2022. Partner at Deloitte & Touche LLP from September 1977 to June 2018. Since joining Deloitte & Touche LLP (then Haskins & Sells) in 1977, Mr. Pizula served as the supervising audit partner on a number of large, multinational public companies in a wide range of industries, including consumer products. Mr. Pizula held various leadership positions at Deloitte & Touche LLP, most recently as Practice Growth Leader for the Pacific Southwest Region and as a Member of the National Committee for Audit Quality and National Partner Admissions Committee. Mr. Pizula is currently a board member of The Whittier Trust Company, the Arnold and Mabel Beckman Foundation and the Forum for Corporate Directors. Mr. Pizula is a Certified Public Accountant and member of the American Institute of Certified Public Accountants and the California Society of Certified Public Accountants. Mr. Pizula brings extensive experience in accounting and audit matters.

Benjamin M. Polk—Director of the Company since November 1990, member of the Nominating and Corporate Governance Committee since June 2019 (Chairman since June 2019) and member of the Compensation Committee since June 2019. Director of MEC from July 1992 to February 2016. Partner with Veritas Capital, a private equity firm, since July 2011. Director of Aeroflex Holding Corp. from November 2012 to September 2014. Director of CPI International, Inc. from October 2012 to July 2017.

Director of Truven Health Analytics, Inc. from October 2012 to April 7, 2016. Mr. Polk was a partner with the law firm of Schulte Roth & Zabel LLP from May 2004 to July 2011 and prior to that, a partner with the law firm of Winston & Strawn LLP, where Mr. Polk practiced law with that firm and its predecessor firm, from August 1976 to May 2004. Mr. Polk has gained detailed knowledge of the Company during his service as a director since 1990 and as outside counsel from 1990 to July 2011. Mr. Polk has extensive experience in matters relating to mergers, acquisitions and corporate finance.

Sydney Selati—Director of the Company and member of the Audit Committee since September 2004 (Chairman since February 2015), member of the Compensation Committee of the Board of Directors (the “Compensation Committee”) since March 2007 and member of the Nominating and Corporate Governance Committee since April 2009. Mr. Selati was a director of the San Diego Jewish Community Foundation from July 2010 to June 2017 and was Chairman of its Audit Committee from August 2011 to June 2019. Mr. Selati was Chairman of the board of directors of the San Diego Jewish Community Foundation from July 2016 to June 2017. Mr. Selati was a director of Barbeques Galore Ltd. from 1997 to 2005 and was President and Chairman of the board of directors of The Galore Group (U.S.A.), Inc. from 1988 to 2005. Mr. Selati was President of Sussex Group Limited from 1984 to 1988. Mr. Selati has extensive experience as a chief executive and board member of companies in other industries, which allows him to bring additional perspective to the Board. Mr. Selati is a Chartered Accountant (South Africa).

Mark S. Vidergauz—Director of the Company, and member of the Compensation Committee since June 1998 (Chairman since June 2019), member of the Audit Committee since April 2021 and from April 2000 through May 2004, member of the Nominating and Corporate Governance Committee since June 2019 (Chairman since June 2022) and Lead Independent Director since March 2014. Chief Executive Officer of The Sage Group LLC, an investment banking firm, from April 2000 to the present. The Sage Group, LLC provides merger, acquisition and capital formation advisory services to a wide range of companies in the consumer sector. Managing Director at the Los Angeles office of ING Barings LLC, a diversified financial service institution headquartered in the Netherlands, from April 1995 to April 2000. Mr. Vidergauz brings strong merger and acquisition, corporate finance, corporate governance and leadership experience to the Board.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR SET FORTH ABOVE.

MANAGEMENT

Board Meetings and Committees; Annual Meeting Attendance

The Board is comprised of Rodney C. Sacks, Hilton H. Schlosberg, Mark J. Hall, Kathleen E. Ciaramello,Ana Demel, James L. Dinkins, Gary P. Fayard, Tiffany M. Hall, Jeanne P. Jackson, Steven G. Pizula Benjamin M. Polk, Sydney Selati and Mark S. Vidergauz. The Board held foursix meetings during the fiscal year ended December 31, 2019.2022. Each director attended the annual meeting of stockholders held on June 6, 2019.14, 2022. During the 20192022 period in which he or she was a director, each director attended at least 75% of the aggregate total number of meetings of the Board of Directors and Board committees in which he or she was a member. The Board has determined that Messrs. Dinkins, Fayard, Pizula Polk, Selati and Vidergauz and Ms.Mses. Demel, Hall and Jackson are independent, as that term is defined in the Nasdaq Stock Market Rules and SEC regulations. Our independent directors met in executive session foursix times during the fiscal year ended December 31, 2019.2022. The executive sessions include reviewing and assessing succession plans for the ChiefCo-Chief Executive Officer, PresidentOfficers and other key members of executive management. The Board does not have a policy requiring the attendance by the directors at the Annual Meeting.

During the fiscal year ended December 31, 2019,2022, the Audit Committee was comprised of Norman C. Epstein (until June 2019), Gary P. Fayard, Steven G. Pizula (since June 2019), Sydney Selati and Harold C. Taber, Jr. (until June 2019).Mark S. Vidergauz. Mr. SelatiPizula served as Chairman. The Board of Directors adopted an amended and restated the written charter for the Audit Committee in February 2019,November 2021, which is available on our website athttp://investors.monsterbevcorp.com/governance.cfm. The Audit Committee held four meetings during the fiscal year ended December 31, 2019.2022. The Audit Committee last met in February 20202023 in connection with the review of the Company’s financial statements for the fiscal year ended December 31, 2019.2022. See “Audit Committee” below for more information.

During the fiscal year ended December 31, 2019,2022, the Compensation Committee was comprised of Norman C. Epstein (untilGary P. Fayard (from June 2019)2022), Jeanne P. Jackson, Benjamin M. Polk (since(through June 2019), Sydney Selati2022) and Mark S. Vidergauz. Mr. EpsteinVidergauz served as Chairman until June 2019Chairman. The Board of Directors amended and Mr. Vidergauz has served as Chairman since June 2019.restated the written charter for the Compensation Committee in February 2023, which is available on our website at http://investors.monsterbevcorp.com/governance.cfm. All members of the Board who serve on the Compensation Committee meet the independence requirements of the Nasdaq Stock Market Rules. The Compensation Committee held sixfive meetings during the fiscal year ended December 31, 2019.2022.  Under the Monster Beverage Corporation 2020 Omnibus Incentive Plan (the “2020 Omnibus Incentive Plan”), (which replaced the Monster Beverage Corporation 2011 Omnibus Incentive Plan (the “2011 Omnibus Incentive Plan”) effective June 3, 2020), and the grant procedures adopted by the Board for grants of equity awards, the Compensation Committee has sole and exclusive authority to grant equity awards to all employees and consultants who are not new hires and to all new hires and promotions who are subject to Section 16 of the Exchange Act. The Compensation Committee and the Executive Committee each independently has the authority to grant awards for new hires and promotions for employees who are not Section 16 employees. The Board of Directors adopted an amended and restated written charter for the Compensation Committee in February 2019, which is available on our website athttp://investors.monsterbevcorp.com/governance.cfm.

During the fiscal year ended December 31, 2019,2022, the Nominating and Corporate Governance Committee was comprised of Norman C. Epstein (untilGary P. Fayard, Steven G. Pizula (from June 2019)2022), Benjamin M. Polk (since(through June 2019), Sydney Selati, Harold C. Taber, Jr. (until June 2019)2022) and Mark S. Vidergauz (since June 2019).Vidergauz. Mr. TaberPolk served as Chairman untilthrough June 20192022 and Mr. PolkVidergauz has served as Chairman since June 2019. In February 2019, the Board of Directors renamed the Nominating Committee the “Nominating and Corporate Governance Committee.”2022. The Board adopted a written charter for the Nominating and Corporate Governance Committee, which is available on our website athttp://investors.monsterbevcorp.com/governance.cfm. The Nominating and Corporate Governance Committee held two meetings during the fiscal year ended December 31, 20192022 (see “Nominating and Corporate Governance Committee” below for more information).

The Executive Committee, comprised of Rodney C. Sacks and Hilton H. Schlosberg, held sixtwelve meetings during the fiscal year ended December 31, 2019.2022. The Executive Committee manages and directs the business of the Company between meetings of the Board. Under the 20112020 Omnibus Incentive Plan equity grant procedures, each of the Compensation Committee and the Executive Committee of the Board independently has the authority to grant equity awards for new hires and promotions for employees who are not Section 16 employees. Equity awards granted by the Executive Committee are not subject to approval or ratification by the Board or the Compensation Committee, as set forth in the written Equity Grant Procedures adopted by the Board (see “Compensation Discussion and Analysis – Equity Grant Procedures” below for more information).

Non-Employee Director Stock Ownership Policy

The Board has adopted stock ownership requirements for non-employee directors.  These requirements provide thatIn February 2022, the Board of Directors amended and restated the Monster Beverage Corporation 2017

Compensation Plan for Non-Employee Directors (the “2017 Directors Plan”) to require each non-employee director to satisfy the share ownership guidelines set forth below, as may be modified by the Board of Directors from time to time. The current share ownership guidelines provide that non-employee directors of the Company has three years from the date ofmust:

appointment to satisfy the minimum stock ownership requirement and hold a minimum of 9,000 shares of Common Stock (including vested restricted stock units and deferred stock units).

During 2019,2022, all non-employee directors complied with the non-employee director stock ownership policy.

Anti-Hedging Policy

The Company’s insider trading policy prohibits the Company’s directors, officers and employees from engaging in transactions that use any financial instrument that is designed to hedge or offset any decrease in the market value of Company securities, including prepaid variable forward contracts, collars and exchange funds.

Anti-Pledging Policy

The Company’s insider trading policy prohibits employees and directors from purchasing Company securities on margin, holding Company securities in a margin account or pledging Company securities. However, in certain limited circumstances the Company’s compliance officer may allow an employee or director to pledge certain Company securities. As of April 8, 2020,6, 2023, only two employees, Mr. Sacks and Mr. Schlosberg, pledged approximately 2.6%1.0% of the shares of Common Stock they beneficially own.

Director Resignation Policy

The Board has a director resignation policy. This policy provides that, in an uncontested election, any incumbent director nominee who receives a greater number of votes “WITHHELD” from his or her election than votes “FOR” his or her election must promptly tender his or her resignation to the Board following certification of the election results. The Nominating and Corporate Governance Committee will review the circumstances surrounding the election and recommend to the Board whether to accept or reject the resignation. The Board must act on the tendered resignation. If such resignation is rejected, the Board must publicly disclose its decision, together with the rationale supporting its decision, within 90

days after certification of the election results. A copy of the director resignation policy is available on our website athttp://investors.monsterbevcorp.com/investors.monsterbevcorp.com/governance.cfm.

Board Leadership Structure

The Board of Directors does not have a policy on whether or not the roles of ChiefCo-Chief Executive Officer and Chairman of the Board should be separate and, if they are to be separate, whether the Chairman of the Board should be selected from the non-employee directors or be an employee. The Corporate Governance Guidelines state the Board’s belief that whether to have the same person occupy the offices of chairperson of the Board and Chief Executive Officer should be decided by the Board, from time to time, in accordance with the Company’s by-laws and its business judgment after considering relevant factors, including the specific needs of the business and what is in the best interest of the Company’s stockholders. The Board believes that the Company’s current ChiefCo-Chief Executive Officer is best situated to serve as Chairman of the Board. Rodney C. Sacks has led the Company for over 3033 years and therefore is highly knowledgeable with respect to the Company’s business, operations and industry. Mr. Sacks is well positioned to identify strategic priorities and lead the Board’s consideration and analysis of such priorities. The Board believes that the combined role of Chairman and ChiefCo-Chief Executive Officer (“CEO”) promotes consistency and efficiency in the development and execution of the Company’s business strategy. Further, the Board recognizes that Mr. Sacks and Mr. Schlosberg serve as co-leaders and bring valuable insight to the Board. Additionally, it is the Company’s practice that in the absence of

Mr. Sacks, Mr. Schlosberg assumes sole leadership responsibilities. A copy of the Corporate Governance Guidelines is available on our website athttp://investors.monsterbevcorp.com/governance.cfm.

Lead Independent Director

In March 2014, the independent directors of the Board approved a Lead Independent Director Charter. Under the Lead Independent Director Charter, if the offices of Chairman of the Board and Chief Executive Officer are held by the same person, the independent members of the Board of Directors will annually elect with a majority vote an independent director to serve in a lead capacity. Although elected annually, the Lead Independent Director is generally expected to serve for more than one year. The Lead Independent Director may be removed or replaced at any time with or without cause by a majority vote of the independent members of the Board.

Mr. Vidergauz is currently the Lead Independent Director. In this capacity, Mr. Vidergauz is, among other things, responsible for leading executive sessions of the independent directors and serving as the principal liaison between the Chairman, Vice Chairman and the independent directors. A copy of the Lead Independent Director Charter is available on our website athttp://investors.monsterbevcorp.com/governance.cfm.

The Board’s Role in Risk Oversight

The Board of Directors plays an active role in overseeing and managing the Company’s risks. The full Board and its Executive Committee regularly review the Company’s results, performance, operations, competitive position, business strategy, liquidity, capital resources, product distribution and development, material contingencies and senior personnel, as well as the risks associated with each of these matters. The Board implements its risk oversight function both as a whole and through its standing committees. Certain of the work is delegated to committees, which meet regularly and report back to the full Board. The Compensation Committee reviews the Company’s compensation practices and discerns the relationship among risk, risk management and compensation in light of the Company’s objectives. The Compensation Committee will also review the Company’s human capital management objectives,

philosophies, policies and practices. The Audit Committee reviews and discusses with management the risks faced by the Company and the policies, guidelines and process by which management assesses and manages the Company’s risks, including the Company’s major financial risk exposures and risks related to financial statements, the financial reporting process and accounting and legal matters, as well as the steps management has taken to monitor and control such exposures. The Audit Committee also reviews key aspects of the Company’s sustainability strategies. The Nominating and Corporate Governance Committee oversees the Company’s corporate governance framework and the Company’s policies related to human rights. The full Board also discusses risk throughout the year during meetings in relation to specific proposed actions including risks related to cybersecurity and reputation. These processes are designed to ensure that risks are taken knowingly and purposefully. The Board believes that its role in oversight of risk management (as well as the role of the Compensation Committee and the Audit Committee) has not adversely affected its leadership structure or results of operations.

Information about Our Executive Officers

The names and ages of our executive officers, at December 31, 2019, and certain biographical information about them, are set forth on page 1314 and below.

Thomas J. Kelly—Chief Financial Officer of the Company since January 2021. Executive Vice President, Finance, and/or Controller and Secretary of MEC from 1992 to January 2021. In his position as Chief Financial Officer, Mr. Kelly reports directly to the Executive Committee and our Board of Directors. Prior to joining MEC, Mr. Kelly served as controller for California Copackers Corporation. Mr. Kelly is a Certified Public Accountant (inactive) and has worked in the beverage business for over 37 years.

Guy P. Carling—President of EMEA since July 2018. In his position as President of EMEA, Mr. Carling oversees the Company’s sales, development and expansion in markets in Europe, the Middle East, Africa and Central Asia, and frequently reports directly to the Executive Committee and our Board of Directors. Mr. Carling joined MEC in December 2007, and previously served as Chief Commercial Officer & Managing Director of EMEA. Mr. Carling has worked in the beverage business for over 2225 years.

Thomas J. Kelly—Executive Vice President, Finance, and/or Controller and Secretary of MEC since 1992. In his position as Executive Vice President, Finance, Mr. Kelly frequently reports directly to the Executive Committee and our Board of Directors. Prior to joining MEC, Mr. Kelly served as controller for California Copackers Corporation. Mr. Kelly is a Certified Public Accountant (inactive) and has worked in the beverage business for over 34 years.

Emelie C. Tirre—President of the Americas since July 2018.  In her position as President of the Americas, Ms. Tirre oversees the Company’s sales, development and expansion in markets in the United States, Canada, Latin America, Oceania and the Caribbean.  She frequently reports directly to the Executive Committee and our Board of Directors.  Ms. Tirre joined MEC in July 2010, and previously served as Chief Commercial Officer and the Senior Vice President of Sales for North America.  Ms. Tirre has worked in the beverage business for over 2831 years.

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

The Company’s financial performance remained robust during 2019, as evidenced in part byThis compensation discussion and analysis provides information about the following:

As a result,material elements of compensation that are paid, awarded to, or earned bonuses forby our named executive officers (“NEOs”) ranged from 50%. During the fiscal year ended December 31, 2022, our NEOs were Rodney C. Sacks, Hilton H. Schlosberg, Thomas J. Kelly, Guy P. Carling and Emelie C. Tirre.

Executive Summary

The Company entered into fiscal year 2022 with global supply chain challenges, which were further magnified by the rise of inflation and geopolitical conflict in certain markets. Nevertheless, the Company successfully managed to 120%strengthen its capabilities of base salary underdelivering products for its expanding consumer base. In February 2022, the Company acquired CANarchy Craft Brewery Collective LLC, which facilitated our entry into the alcohol beverage sector. The Company’s financial performance remained generally stable during 2022, with particular success as evidenced by the following:

In 2022, we continued the implementation of our revamped executive compensation program introduced in 2020, which is more formulaic and objective in nature than our historical, more discretionary planapproach to the program. Each of our NEOs once again had a pre-established target bonus opportunity as part of our annual incentive award (“AIA”) program for 2019.short-term annual incentive compensation. Our NEOs’ target AIAs were earned based on pre-established financial criteria and individual performance criteria, weighted 75% and 25%, respectively. In determining 2019 bonus awards,addition to the AIAs, consistent with our revamping in 2020, the Compensation Committee and Executive Committee considered ourapproved grants of performance achievements and various strategic factors, including sales revenues, high relative profit growth, distribution levels, introduction of new products, corporate partnerships, overall operating performance, profitability and Total Shareholder Returnshare units (“TSR”PSUs”). No single performance achievement or strategic factor was weighed more heavily than others. Instead, each of these measures of overall Company performance guided the determination of the bonus awards. The long-term incentive program remained unchanged in 2019, as it was delivered through a mix of, together with time-vested stock options and time-vested restricted stock units (“RSUs”) forto all NEOs including Mr. Sacks and Mr. Schlosberg, whoseof our NEOs. The PSUs granted in 2022 (“2022 PSUs”) represented 50% of the NEO annual long-term incentive (“LTI”) grant value remained unchangedin 2022 and will be eligible to be earned based on the Company’s three-year cumulative adjusted diluted earnings per share (“EPS”) from 2018.2022 through 2024 (i.e., one single, three-year performance period).

Importantly, thisThe financial performance component of the AIAs for 2022 was not earned (i.e., 0% of target), as the Company’s adjusted operating income was below the pre-established threshold performance goal primarily as a consequence of an increase in the Company’s operating expenses and increased freight rates, increased ingredient and other input costs and increased co-packing fees.

However, the Compensation Committee determined each NEO provided strong individual contributions and accordingly certified achievement at 200% of target for the individual performance component of the AIAs for 2022, resulting in overall payouts of approximately 50% of target. Additionally, the third and final tranche of the 2020 PSUs was earned at 145% of target in connection with three-year cumulative adjusted diluted EPS from 2020 through 2022 falling between the pre-established target and maximum performance goal. Finally, Mr. Kelly, Mr. Carling and Ms. Tirre received a one-time recognition bonus structurein connection with each of their strong individual performances during the 2022 fiscal year and to honor their continued significant contributions to the long-term incentive grants representedoverall success of the prior compensation program, before the implementation of formulaic annual and long-term incentive programs for 2020 and beyond, as discussed below.Company.

2019
2022 “Say-on-Pay” Vote Results and Stockholder Engagement

At our 20192022 annual meeting of stockholders, 64.4%94.7% of the votes cast (excluding abstentions and broker non-votes) were in favor of our advisory resolution regarding the compensation of our NEOs.

Consistent with prior years, the Compensation Committee believes the Company’s pay-for-performance philosophy with respect to executive compensation resonates with our stockholders including, in particular, the assistance of its independent compensation advisor, Frederic W. Cook & Co., Inc. (“F.W. Cook”), has continued to evaluate our compensation program and decideddecision to adopt a formulaic approach for itsour annual incentive and long-term incentiveLTI programs forwhich began in 2020 and beyond, as described in detail below, which was also discussed with stockholders holding approximately 60% ofwill continue for the issued and outstanding shares of our Common Stock. These discussions took place primarily between June 2019 and September 2019. Such stockholders included representatives from 14 of our largest institutional stockholders and a majority of our 10 largest institutional stockholders. Participants in these discussions included members of senior management, who provided feedback to the Compensation Committee.

During these discussions, we communicated the formulaic incentive programs that we were adopting, which were regarded positively in these discussions and no other significant concerns were raised by stockholders regarding the amount of pay or other executive compensation practices and policies.

Executive Compensation Program Changes for 2020 and Beyond

Three significantforeseeable future. No specific changes were made to the executive compensation program for 2020 and beyondNEOs as a direct response to align the executive compensation program with market practices and make the executive compensation program more formulaic and objective in nature.

Change #1 - Annual Incentive Program Re-Design

The Compensation Committee’s prior practice was to determine annual incentive payouts on an entirely discretionary basis. Beginning with the 2020 fiscal year, the Compensation Committee transitioned to a formulaic approach, whereby each NEO has a pre-established target bonus opportunity which will be earned based on pre-established financial and individual performance, weighted 75% and 25%, respectively. In developing the performance goals for the 2020 annual incentive awards, the Compensation Committee worked with F.W. Cook to develop a target goal that represented a meaningful level of growth relative to prior year performance with sufficient rigor to be challenging, but not impossible, to achieve. The key elementsresult of the 2020 annual incentive program are as follows:

Change #2 - Long-Term Incentive Re-Design

vote conducted in 2022. The Compensation Committee historically made annual grantswill continue to consider the results of future advisory votes on executive compensation and periodically reach out to our NEOs consisting of a mix of stock options and time-vested RSUslarge institutional stockholders for its long-term incentive program. With the assistance of F.W. Cook, theinput on our compensation programs.

2022 Compensation Committee approved in March 2020 a new ongoing long-term incentive program structure for all NEOs consisting of stock options (25% weighting), time-vested RSUs (25% weighting) and performance share units (“PSUs”) (50% weighting). The stock options will vest ratably over three or five years, subject to continued service, and will have a 10-year term. The RSUs will also vest ratably over three or five years, subject to continued service. The PSUs will cliff vest after three years based on performance achievement versus the pre-established performance goal, subject to continued service during the period.Program

The mechanics of the new PSU awards are as follows:

The long-term incentive program structure approved in March 2020, as described above, will be implemented in March 2021, the grant sizes for which will be determined based on the Company’s performance during 2020 and with a single three-year performance period with cliff vesting.

Solely with respect to 2020 and as a one-time transition, the Compensation Committee determined that the March 2020 long-term incentive grant would be split among stock options (30% weighting), time-vested RSUs (30% weighting) and PSUs (40% weighting). The following summarizes key elements of the 2020 grant of PSUs (the “2020 PSU Award”):

Change #3 – Change in Control Equity Vesting

The Company historically granted stock option and time-vested RSU awards that provided for “single-trigger” equity vesting, whereby vesting was accelerated solely upon the occurrence of a change in control. The 2020 PSU Award, granted in March 2020, contains “double-trigger” vesting provisions, which provide for accelerated vesting upon the occurrence of a change in control and a qualifying termination of employment. Upon a change in control, the 2020 PSU Award will automatically convert into time-vested RSUs, with vesting occurring on the original vesting dates of the 2020 PSU Award; provided that, such time-vested RSUs will automatically accelerate upon a subsequent qualifying termination of employment. The number of time-vested RSUs that a portion of the 2020 PSU Award could convert to depends on the timing of a change in control. If a change in control occurs during calendar year 2020, the entire portion of the 2020 PSU Award will automatically convert into time-vested RSUs, with the number of shares of Common Stock underlying such RSUs based on the number of shares deliverable at target performance (as outlined in the applicable award agreement). If a change in control occurs during calendar years 2021 or 2022, only the remaining unvested portion of the 2020 PSU Award will automatically convert into time-vested RSUs, with the number of shares of Common Stock underlying such RSUs deliverable at actual performance for the most recently completed performance period that ended before the change in control (as outlined in the applicable award agreement). Further, the Compensation Committee agreed that equity awards granted to NEOs under the 2020 Omnibus Incentive Plan, if approved by stockholders, will be subject to “double-trigger” vesting.

2019 Compensation Program

Compensation Philosophy

Our executive compensation program is designed to reinforce ownership and overall entrepreneurialism and to link rewards to measurable corporate and qualitative individual performance. The program’s primary objectives are to motivate and retain executive talent, and to reward executives fairly over time for performance relative to business plan goals, and to create sustainable stockholder value through continued profitable growth.

In executing on these objectives, the Compensation Committee has integrated cash and equity incentive compensation programs with our short- and long-term strategic plans in order to align the interests of our NEOs with the long-term interests of our stockholders. With respect to specific elements of compensation, base salary is a fixed amount to secure executive service, the annual bonus opportunityAIA is designed to incentivize and reward achievement of short-term financial and operating performance, and equity grants that vest over multi-yearmultiyear periods are designed to reward long-term financial and stock price performance as well as serve as a key retention vehicle for our executive talent. While the Compensation Committee intends for compensation levels to be competitive relative to similarly-situatedsimilarly situated executives at companies of comparable size and scope of operations, no specific market positioning or percentile is targeted as a matter of practice.

The Compensation Committee annually evaluates risks and rewards associated with the Company’s overall compensation philosophy and structure,structure. Frederic W. Cook & Co., Inc. (“F.W. Cook”) performed an annual risk assessment in November 2022 to demonstrate whether the Company’s pay practices and doespolicies pose significant financial, operational or other risks that are reasonably likely to have a material adverse effect on the Company. F.W. Cook’s report summarizing the results of this assessment was reviewed and discussed with the Compensation Committee at its November 2022 meeting. Based upon F.W. Cook’s review, as with fiscal year 2021, the Compensation Committee concluded that the risks arising from the Company’s overall compensation programs are not believereasonably likely to have a material adverse effect on the program promotes excessive risk-taking.Company.

Setting Executive Compensation for 20192022

The compensation programs for our NEOs are generally administered by or under the direction of the Compensation Committee (in the case of Rodney C. Sacks, the Chairman and ChiefCo-Chief Executive Officer, and Hilton H. Schlosberg, the Vice Chairman and President)Co-Chief Executive Officer) and, in the case of the other NEOs, by our Compensation Committee, based on the recommendation of the Executive Committee. The compensation program is benchmarked annually by the Compensation Committee’s independent consultantsconsultant to ensure that remunerationtarget compensation levels and benefits are competitive and reasonable and continue to achieve the goals set forth in our compensation philosophy. In reviewing the compensation for Mr. Sacks and Mr. Schlosberg, the Compensation Committee recognizes that Mr. Sacks and Mr.

Schlosberg serve as our co-leaders. Given the long-term complementary nature of their leadership and their contributions to our success, the Compensation Committee has determined it is appropriate to continue to compensate them equally.

For 20192022 compensation decisions, the Compensation Committee again retained F.W. Cook to provide competitive market data and make recommendations to the Compensation Committee with respect to compensation for Mr. Sacks and Mr. Schlosberg and to both the Compensation Committee and Executive Committee with respect to compensation for our other NEOs and senior management. F.W. Cook reports directly to the Compensation Committee and did not perform any other services for the Company in 2019.2022. Following an independence assessment of F.W. Cook during 2019,2022, the Compensation Committee determined that the services provided by F.W. Cook did not raise any conflicts of interest.

The Compensation Committee considers relevant market pay practices and individual and Company performance when setting executive compensation. We dodoes not set compensation at a targeted percentile level relative to the market, but we do seek to provide salary, incentive compensation opportunities and employee benefits that are generallylargely competitive within the consumer products industry, the food and beverage industry and within the labor markets in which we participate. Within this framework, we generally seek to keep salary andtarget cash bonusescompensation levels below the median for Mr. Sacks and Mr. Schlosberg, with equity awards providing enhanced compensation opportunities. We gather market compensation data to provide context, but we also consider Company and individual performance, as well as our recruiting and internal retention experience when making executive compensation decisions.

The Compensation Committee consulted with F.W. Cook in late 2018early 2022 to conduct a 20192022 competitive market analysis (the “Early 20192022 Market Analysis”) using a comparison group of similarly-sized,similarly sized, high-performing U.S. food and beverage and consumer products companies (the “Early 20192022 Peers”). As market compensation levels are correlated to revenues for cash compensation and market capitalization for equity compensation, the Compensation Committee selects its peer companies using objective size criteria for each metric. Relative to the Early 20192022 Peers, in early 2022, revenue was below the median, operating income approximatedwas between the median and 75^th percentile, and market capitalization approximatedwas slightly above the 75^th percentile. The Early 20192022 Peers were the same as the peers referenced in 2019, withfor 2021 compensation, other than the exceptionremoval of the change of Michael Kors Holdings Limited’s name to Capri Holdings Limited (following its acquisitionand The Hain Celestial Group and the addition of Gianni Versace S.p.A.).McCormick & Company and Peloton Interactive, Inc. The resulting Early 20192022 Peers composed of 18 companies are shown below:

The Early 20192022 Market Analysis was considered in determining the NEOs’ 20192022 base salaries, target AIA opportunities and equity award grant values.

In December 2019,November 2022, subsequent to F.W. Cook’s review of the Early 20192022 Peers, no changesPeloton Interactive, Inc., PVH Corp. and Under Armour, Inc. were removed as peer companies and Mondelez International, Inc. was added to the peer group, were deemed necessary, resulting in the 18-company16-company Late 20192022 Peer Group (the “Late 2019

“Late 2022 Peers”). As such, compensation and performance data of the Late 20192022 Peers weremay be considered in determining annual cash compensation and bonuses for the 20192023 performance year.

Taking into consideration the Early 20192022 Market Analysis, the Compensation Committee set Mr. Sacks’Sacks’s and Mr. Schlosberg’s 20192022 target cash compensation below the median of the Early 20192022 Peers and granted them above-median equity compensation in order to align their interests over the long-term with those of our stockholders. The Early 20192022 Market Analysis noted that the performance of the Company (through the third quarter of 2018) was abovebetween the peer median and 75^th percentile in three-year revenue (89growth (60^thpercentile), EPS growth (52^nd percentile) and EPS growth (66above the 75^th percentile), andpercentile for return on invested capital (71(87^stth percentile) as well as on five-year. The Company’s 3-year TSR (91was at the 69^stth percentile and the 5-year TSR was slightly above median (52^nd percentile). This level of operating and TSR performance which was considered significant by the Compensation Committee was factored into the compensation decisions. This long-term high operating performance and high market capitalization guided the Compensation Committee’sinformed its determination of the target total compensation of Mr. Sacks and Mr. Schlosberg being in line withabove the Early 2019 Peers2022 Peers’ 75^th percentile. The peer group data areserves as only one reference point used by us when making compensation decisions. However, we generally believe that reviewing and analyzing such pay and performance information is an important component of our executive compensation decision-making process.

The 20192022 awards of stock optionoptions, RSUs and RSU awardsPSUs granted to Mr. Sacks and Mr. Schlosberg were made underare consistent with our annual grant philosophy as well asand serve to reward them for the Company’s continued stronggrowth in key performance criteria in 20182022 and further align their interests with our stockholders. The grant date fair market value of their 2019 equity awards remained unchanged from 2018. Recent equity awards granted to Mr. Sacks and Mr. Schlosberg vest over a three-year period, within each case, per the exceptionterms of certaintheir respective stock awards granted in March 2019option, RSU and 2020, which were granted in lieuPSU award agreements.

For 2022, the decisions to increase base salaries for each of a portion of the cash bonus awarded for 2018 and 2019 performance, and as a result, were fully vested at grant to equate to a cash award.

For 2019, the compensation decisions forMr. Kelly, Mr. Carling Mr. Kelly and Ms. Tirre were discretionary and not based on specific performance targets, however, the Company consideredinformed by F.W. Cook’s competitive marketsenior executive benchmarking analysis and individual performance. Specifically, F.W. Cook’s senior executive benchmarking analysis was used for guidance in determining the total compensation for Mr. Carling,Kelly, Mr. KellyCarling and Ms. Tirre.Tirre, which included specified performance targets for their respective AIAs. The compensation levels for Mr. Carling,Kelly, Mr. KellyCarling and Ms. Tirre were generally set relative to the market data in F.W. Cook’s senior executive benchmarking analysis with above-mediannear-median long-term equity compensation value through stock options, RSUs and RSUs,PSUs, in order to emphasize the Company’s commitment to continued stockholder growth and to recognize that options and RSUs havelong-term equity compensation has been an effective incentive for motivating performance, and annual cash compensation value that is comparable to the compensation received by similarly situatedsimilarly-situated individuals employed by the Early 20192022 Peers. Recent equity awards granted to Mr. Carling,Kelly vest over a three-year period and recent stock option and RSU awards granted to Mr. KellyCarling and Ms. Tirre generally vest over a three- or five-year period.period (and in respect of PSU awards, a three-year period), in each case, per the terms of their respective stock option, RSU and PSU award agreements.

We view all components of compensation as related but distinct. We determine the appropriate level for each compensation component, based in part, but not exclusively, on competitive benchmarks

gathered through our recruitment and retention experience, information relating to market data such as the Early 20192022 Market Analysis discussed above, and our review of internal comparatives as well as other considerations we deem relevant, such as rewarding for individual as well as forand corporate performance. We believe that equity awards effectively reward for long-term performance and are an important compensation-related motivator to attract and retain executives through the various vesting periods and for awards to be granted inthrough the 2020 fiscal year and later years,achievement of applicable performance thresholds. In addition, we believe equity awards allow executives to share in the value that they may create. Except as described herein,in this proxy statement, neither our Compensation Committee nor our Executive Committee havehas adopted any formal or informal policies or guidelines for allocating compensation between short-term and long-term and current compensation between cash and non-cash

compensation. However, our Compensation Committee and Executive Committee’s respective philosophy is that a greater percentage of our NEOs’ compensation should be rewarded in long-term equity rather than short-term cash, and we believe that this philosophy has benefited our long-term performance by attracting, retaining and motivating a long-tenured NEO group that has built significant long-term value for our stockholders. Compensation packages for each of our NEOs are tailored to each individual NEO’s circumstances by the Compensation Committee and/or the Executive Committee, as appropriate. Those decisions are largely based on subjective evaluations of Company and individual performance, with consideration given to compensation of comparable officers at companies who are in our peer group. As noted above in the “Executive Compensation Program Changes for 2020 and Beyond” section, the Compensation Committee is working with F.W. Cook to develop pre-determined, objective factors for the 2020 fiscal year and later years. Each element of compensation is determined differently for each individual NEO, based on a variety of facts and circumstances applicable at the time and specific to that NEO.

Our Compensation Committee and Executive Committee perform an annual strategic review of long-term incentiveLTI compensation paid to our NEOs to determine whether the Company has provided adequateeffective incentives and motivation to such NEOs, and whether the Company adequately compensates our NEOs relative to comparable officers in other companies with which we compete for executives. For decisions regarding the grant of equity compensation relating to NEOs, other than our Chairman and ChiefCo-Chief Executive Officer and our Vice Chairman and President,Co-Chief Executive Officer, the Compensation Committee specifically considers recommendations from the Executive Committee.

20192022 Compensation Program Components

Our NEO compensation program for 2019 has2022 had three primary components: base salary, annual bonus and equity awards granted pursuant to our 20112020 Omnibus Incentive Plan.

Each of the primary components of NEO compensation for 20192022 is discussed below.

20192022 Base Salary

Base salaries for our NEOs are established based on the scope of their individual responsibilities, taking into account competitive market remuneration paid by other companies for individuals in similar positions. We set NEO base salaries at levels which we believe enable us to retain individuals in a competitive environment (but without any fixed formula) and reward performance based upon contributions to our overall business goals. We may also utilize input on compensation from compensation consultants, executive search firms and market data when making crucial hiring decisions.

For 2019,2022, the Compensation Committee determined the base salaries for Mr. Sacks and Mr. Schlosberg and the Executive Committee determined the base salaries for the other NEOs.NEOs (which were based on the recommendation of the Executive Committee).

Following the Compensation Committee’s discussions with F.W. Cook, for 2019,2022, base salaries for all NEOs were increased in connection with market adjustments based on the Early 20192022 Market Analysis. The annual base salary for each of Mr. Sacks and Mr. Schlosberg werewas increased from $800,000$950,000 to $850,000$1,000,000 to maintain their market positioning for this compensation element atbetween the 25^th percentile and median of our Early 20192022 Peers. For 2019,2022, Mr. Kelly’s annual base salary was increased from $525,000 to $575,000, Mr. Carling’s annual base salary was increased from $507,469£500,000 to $549,652£531,000 (Mr. Carling’s compensation, including bonus,AIA, as presented hereinin this proxy statement was paid in Pound Sterling (“GBP”) and converted to United States Dollars (“USD”) using the average exchange rate of GBP to USD on a monthly basis for the year ended December 31, 2019)2022), Mr. Kelly’s annual base salary was increased from $400,000 to $450,000 and Ms. Tirre’s annual base salary was increased from $554,615$725,000 to $630,000.$770,000.

We provided incentive compensation to

2022 AIAs

For 2022, our NEOs partly in the form of a discretionary annual bonuswere granted AIAs based on a qualitative reviewformulaic approach, whereby each NEO had a target AIA opportunity (expressed as a percentage of individual and company-widebase salary), set by the Compensation Committee, that is earned based on pre-established financial and operationalindividual performance consistent with our emphasis on pay-for-performance incentive compensation programs.criteria, weighted 75% and 25%, respectively. The Compensation Committee determines the annual bonusesAIAs for Mr. Sacks and Mr. Schlosberg, and the annual bonusesAIAs for the other NEOs are also determined by the Compensation Committee based on the recommendation of the Executive Committee (comprisedCommittee.

NEOs’ target AIA opportunities ranged from 50% to 150% of 2022 base salary, as shown in the table below. No changes were made to the target bonus percentages for the NEOs for 2022.

Payouts were eligible to range from 0% to 200% of the Chairmanapplicable target performance criteria, with no payout earned for performance below a threshold level. In developing the performance goals for the AIAs granted in 2022, the Compensation Committee worked with F.W. Cook to develop a target goal that represented a meaningful level of growth relative to prior year performance with sufficient rigor to be challenging, but not impossible, to achieve. Adjusted operating income was chosen again as the primary performance criteria in fiscal year 2022 because we believe it is an appropriate measurement for management’s contributions to operating performance and Chief Executive Officerprofitability of the Company. The adjustments to operating income allow evaluation of performance but exclude certain gains and charges which can distort operating income. For further information on the adjusted operating income compensation performance measure, which is a non-GAAP financial measure, see Appendix A. Achievement under either the adjusted operating income or the individual performance component of AIAs are independent of each other (i.e., a payout can be made under one component even if no payout is made under the other) and consistent with past practice, payout of AIAs can be made in the form of cash, shares of our Common Stock or a combination of cash and shares of our Common Stock at the Compensation Committee’s discretion, and equal to the weighted sum of the achievement for each applicable performance metric. Linear interpolation is applied to calculate the actual percentage payout for achievement of the adjusted operating income component between threshold, target, and maximum performance levels.

The actual achievement of the adjusted operating income and the Vice Chairmanindividual performance components under the AIAs were certified and President).

Consistent with prior years, the 2019 bonuses were provided on a discretionary basis, without any pre-established formula. We generally utilize annual bonuses to reward performance for the time horizon of one year.

The actual amount of the annual bonuses are approved by the Compensation Committee and paid in the

first quarter of 2023 following a qualitative review of financial results prepared by the Company’s management and evaluation of each NEO’s individual performance andbased on a variety of factors. With respect to the individual performance component, the Co-Chief Executive Officers informed the Compensation Committee of their assessment of each NEO’s contribution to our strategic goals during the prior year.Company’s fiscal 2022 performance. The total 2019 bonus awardsCompensation Committee determined that the adjusted operating income component was 0% achievement for each ofall NEOs and the individual performance component for all NEOs was 200%. The individual performance component was determined to be 200% with respect to Mr. Sacks and Mr. Schlosberg, were $1,016,000, $279,154 fordue to the Company’s continued overall strong performance through a difficult global economic climate and smooth facilitation of the Company’s entry into the alcohol beverage sector; with respect to Mr. Kelly, due to his navigation of the financial implications caused by the Company’s continued supply chain challenges and fluctuation in foreign currency exchange rates; and with respect to Mr. Carling $225,000and Ms. Tirre, due to the sustained and increased growth in sales in their respective geographical markets from fiscal year 2021. For a reconciliation of adjusted operating income to operating income, the most directly corresponding GAAP financial measure, see Appendix A. The total 2022 AIAs for Mr. Kelly, and $320,000 for Ms. Tirre. In early 2020, Mr. Sacks and Mr. Schlosberg were each awarded 8,140 fully vested shares of stock valued at $508,000; this stock grant represented one-half of their total bonus payout as part of their 2019 performance. NEO is set forth in the table below.

The purpose of paying afull portion of their 2019 bonus in equity was to increase the alignment of their interests with stockholders. The remaining portion of their 2019 bonus awards, and the full 2019 bonus awards2022 AIAs for the otherall NEOs were paid in cash.

The 2019 annual incentive program was consistent with prior years and was approved2022 AIAs were granted by the Compensation Committee in early 20192022 and before the 2019 annual meeting. Please referCompensation Committee confirmed achievement in early 2023. In addition to the “Executive2022 AIAs, in March 2023, the Compensation Program ChangesCommittee approved payments of one-time recognition bonuses to each of Mr. Kelly, Mr. Carling and Ms. Tirre in connection with each of their strong individual performances during the 2022 fiscal year. The recognition bonuses are not part of Mr. Kelly’s, Mr. Carling’s or Ms. Tirre’s regular annual compensation. Neither Mr. Sacks nor Mr. Schlosberg received recognition bonuses for 2020their individual performance in 2022. The amounts of the recognition bonuses were as follows: with respect to Mr. Kelly, $250,000; with respect to Mr. Carling, $299,323; and Beyond” section for a discussion of changeswith respect to the annual incentive program for 2020.Ms. Tirre, $350,000.

2019 Long-Term Incentive2022 LTI Program

We believe that long-term performance is achieved through an ownership culture that encourages superior performance by our NEOs through the use of equity awards and, as a result, the compensation program emphasizes equity awards over cash compensation.

The Compensation Committee reviews and approves equity awards to our NEOs based upon compensation data principally gathered through a market analysis conducted by our independent compensation consultants, our recruiting and retention experience and our qualitative assessment of individual performance, as well as a review of each NEO’s current long-term incentivesLTI award opportunities and retention considerations.

On

The Compensation Committee, with the assistance of F.W. Cook, revised the LTI program in 2020 to introduce PSUs as part of the overall award mix. The Compensation Committee believes that the move to include PSUs as part of the LTI pay mix continues to align the NEO’s compensation with long-term growth and objectives. With respect to 2022, the Compensation Committee determined that the March 14, 2019,2022 LTI grants to our NEOs would be split among time-vested stock options (approximately 25% weighting), time-vested RSUs (approximately 25% weighting) and PSUs (approximately 50% weighting).

PSUs

Following the Compensation Committee’s introduction of PSUs as part of the overall award mix in 2020, 2022 continued the practice from fiscal year 2021 of granting PSUs that cliff vest over a single three-year performance period based on performance achievement versus the pre-established performance goal for the three-year performance period, subject to continued service during the period. The Compensation Committee believes that a three-year performance period for grants of PSUs continues to align the NEOs’ compensation with long-term growth and objectives at the forefront. Specifically, the 2022 grants of PSUs are eligible to be earned based on three-year cumulative adjusted diluted EPS from fiscal year 2022 through fiscal year 2024. The number of PSUs (split-adjusted) that may be earned range from 0% to 200% of target versus the pre-established performance goals, with threshold, target and maximum performance levels earning 50%, 100% and 200% of target PSUs, respectively, as set forth in the table below (linear interpolation applies between performance levels).

For the third tranche of the 2020 PSUs, relating to the performance period beginning on January 1, 2020 and ending on December 31, 2022, the pre-established threshold, target and maximum performance levels are set forth in the table below (linear interpolation applies between threshold/target and target/maximum performance goals with no payout for performance below threshold).

With the completion of the third and final tranche for the 2020 PSUs, the Compensation Committee considered the three-year cumulative adjusted diluted EPS (split-adjusted) from 2020 through 2022 of $3.656 and awarded the NEOs the following number of shares of Common Stock based on 145% achievement, as set forth in the table below (split-adjusted). For a reconciliation of adjusted diluted EPS to diluted EPS, the most directly comparable GAAP financial measure, see Appendix A.

Stock Options and RSUs

In addition to the PSUs, each of Mr. Sacks and Mr. Schlosberg were granted 291,600291,400 stock options (split-adjusted) under the 20112020 Omnibus Incentive Plan that vest in three equal annual installments as follows: the option to purchase 97,133 shares on each of March 14, 2020, 20212023, the option to purchase 97,133 shares on March 14, 2024, and 2022,the option to purchase 97,134 shares on March 14, 2025, subject to their continued employment through each vesting date. Additionally, on the same day, each of Mr. Sacks and Mr. Schlosberg were granted 100,60092,200 RSUs (split-adjusted) under the 2020 Omnibus Incentive Plan that vest in three equal annual installments as follows: 30,733 units on each of March 14, 2020, 20212023, 30,733 units on March 14, 2024 and 2022,30,734 units on March 14, 2025, in each case, subject to their continued employment through each vesting date. These grants, taken together with PSU grants, represented an aggregate annual grant value of approximately $12.0$13.6 million, whichan increase of $0.1 million from fiscal year 2021. Mr. Kelly was unchanged fromgranted 20,000 stock options (split-adjusted) under the value of2020 Omnibus Incentive Plan that vest in three annual installments as follows: the 2018 annual grant value.

Onoption to purchase 6,666 shares on March 14, 2019,2023, the option to purchase 6,667 shares on March 14, 2024 and the option to purchase 6,667 shares on March 14, 2025 and Mr. Carling and Ms. Tirre were each granted 25,00046,000 stock options (split-adjusted) under the 20112020 Omnibus Incentive Plan that vest in five annual installments startingas follows: the option to purchase 4,600 shares on March 14, 2020,2023, the option to purchase 6,900 shares on March 14, 2024, the option to purchase 9,200 shares on March 14, 2025, the option to purchase 11,500 shares on March 14, 2026, and the option to purchase 13,800 shares on March 14, 2027, in each case, subject to their continued employment through each vesting date. Additionally, on the same day, Mr. Kelly was granted 15,000 stock options under the 2011 Omnibus Incentive Plan6,000 RSUs (split-adjusted) that vest in three equal one-third annual installments starting on March 14, 2020. On March 14, 2019,2023 and Mr. Carling and Ms. Tirre were each granted 8,50013,600 RSUs (split-adjusted) that vest in five annual installments startingas follows: 1,360 units on March 14, 2020, and Mr. Kelly was granted 5,200 RSUs that vest in three annual installments starting2023, 2,040 units on March 14, 2020,2024, 2,720 units on March 14, 2025, 3,400 units on March 14, 2026, and 4,080 units on March 14, 2027, in each case, subject to their continued employment through each vesting date.

The 2019 annual long-term incentive program structure was consistent with prior years and was approved by the Compensation Committee in early 2019 and before the 2019 annual meeting. Please refer to the “Executive Compensation Program Changes for 2020 and Beyond” section above for a discussion of changes to the long-term incentive program approved for 2020 and future years.

Deferred Compensation

The Monster Beverage Corporation Deferred Compensation Plan (the “Deferred Compensation Plan”) (amended effective January 1, 2017) is a sub planwas adopted to our 2011 Omnibus Incentive Plan. Under the Deferred Compensation Plan,permit eligible employees mayto elect to defer cash and/or equity-basedequity compensation and to receive the deferred amounts, together with an investment return (positive or negative), either at a pre-determined time in the future.future or upon termination of their employment with the Company or its subsidiaries or affiliates that are participating employers under the Deferred Compensation Plan. We believe that maintaining the Deferred Compensation Plan provides value to our NEOs who may otherwise not be able to fully participate in our qualified retirement plans due to certain limitations

under the Internal Revenue Code of 1986, as amended (the “Code”). Deferrals under the Deferred Compensation Plan are unfunded and unsecured.  Mr. Schlosberg is the only NEO who currently participates in the Deferred Compensation Plan. See “2019“2022 Non-Qualified Deferred Compensation Table” for further information.

Employment Agreements

Certain NEOs who are parties to employment agreements will continue to be subject to such agreements in their current form based on the terms of such agreements, or upon renewal should the Compensation Committee determine in its discretion that revisions to such employment agreements are recommended. We believe that having employment agreements with Mr. Sacks and Mr. Schlosberg is beneficial to us because it provides retentive value and subjects each of them to restrictive covenants. For a summary description of the terms of these agreements, see “Narrative to 20192022 Summary Compensation Table and 20192022 Grants of Plan-Based Awards Table – Employment Agreements and Arrangements” below.

Perquisites

In addition,Consistent with prior years, we intend to continuecontinued to maintain our current perquisites for our NEOs.NEOs, which we believe are in line with those provided by comparable companies within the consumer products industry, the food and beverage industry and within the labor markets in which we participate, for similarly situated executives, based principally on information gathered through our recruiting and retention experience. The perquisites include payment of the cost and expense for personal use of a Company automobile or an automobile allowance and the Company’s payment of benefit premiums under certain employee benefit

plans. For Mr. Sacks and Mr. Schlosberg, the perquisites include the use of an office desk for a personal accountant on an occasional basis, at no cost to the Company. In addition, pursuant to their employment agreements, Mr. Sacks and Mr. Schlosberg are entitled to receive initial and annual fees and all other reasonable expenses relating to membership in up to two business or social clubs selected by the executive. Ms. Tirre is entitled to receive 50% of the annual fees relating to the membership in one business or social club selected by the executive.her. However, the Compensation Committee in its discretion may revise, amend or add to the employee benefits and perquisites of a NEO if it deems it advisable. We believe these employee benefits and perquisites are currently in line with those provided by comparable companies within the consumer products industry, the food and beverage industry and within the labor markets in which we participate, for similarly situated executives, based principally on information gathered through our recruiting and retention experience. Executives bear all taxes associated with these employee benefits and perquisites and these arrangements do not provide for tax gross ups.

Stock Ownership Guidelines for ChiefCo-Chief Executive Officer,Officers, President and Chief Financial Officer

The Board maintains stock ownership guidelines (the “Executive Officer Stock Ownership Guidelines”) to further align the interests of the Company’s CEO,Co-Chief Executive Officers, President and Chief Financial Officer (“CFO”) with the interests of stockholders and to further promote the Company’s commitment to sound corporate governance. The guidelines require the Company’s CEO,Co-Chief Executive Officers, President and Chief Financial OfficerCFO, as applicable, to hold an amount of stock at least equal to six (6) times annual base salary, which is then converted to a fixed number of shares.salary. Shares that satisfy the stock ownership guidelinesExecutive Officer Stock Ownership Guidelines include:  Company stock owned directly or indirectly with, or separately by, his or herthe covered executive officer’s immediate family members residing in the same household; shares held in trust for the benefit of the covered executive officer or his or her immediate family members; all unvested restricted stock with time-based vesting; shares issuable upon the settlement of RSUs; and shares held in the Deferred Compensation Plan. Unexercised stock options, or the unearned or non-vested portion of any performance-based restricted stock, do not count towards satisfying the guidelines. Any newly appointed CEO, President and CFO will have five (5) years from the date of his or her appointment to comply with the guidelines. The Compensation

Committee will monitor compliance with the stock ownership guidelinesExecutive Officer Stock Ownership Guidelines and has the authority to establish, review and approve the guidelines as it deems appropriate. During 2019, both executives2022, each of Mr. Sacks, Mr. Schlosberg and Mr. Kelly were in compliance with the stock ownership guidelinesExecutive Officer Stock Ownership Guidelines by holding the required number of shares.

Clawback Policy

Pursuant to the 2011 Omnibus Incentive Plan and the 2020 Omnibus Incentive Plan, the Compensation Committee may specify in an award agreement that a participant’s rights, payments, and benefits with respect to an award granted under the 2011 Omnibus Incentive Plan or under the 2020 Omnibus Incentive Plan, as applicable, will be subject to reduction, cancellation, forfeiture, or recoupment upon the occurrence of certain specified events.events in order to encourage participants (including our NEOs) from acting in a manner that could result in a risk of litigation or otherwise while conducting business. If the Company is required to file an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws, if a participant knowingly or recklessly engaged in the misconduct, or knowingly or recklessly failed to prevent or report the misconduct, or if a participant is subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002, such participant will reimburse the Company the amount of any payment in settlement of an award earned or accrued under the 2011 Omnibus Incentive Plan or earned or accrued under the 2020 Omnibus Incentive Plan, as applicable, for such period as determined by the Compensation Committee following the first public issuance or filing with the SEC (whichever just occurred) of the financial document reflecting such material noncompliance.

On February 22, 2023, in response to the SEC’s adoption of Rule 10D-1 of the Securities Exchange Act of 1934, which implemented the incentive-based compensation recovery provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act, NASDAQ released proposed listing standards which, if adopted in substantially such listing standards’ current form, will require listed companies to adopt a clawback policy compliant with the new listing standards within 60 days following the effectiveness of such rule. The Company intends to timely adopt a clawback policy to reflect these new requirements.

Equity Grant Procedures

The BoardCompensation Committee maintains equity grant procedures, which setsset forth, among other things, the authorities of the Compensation Committee and Executive Committee to make grants under the 20112020 Omnibus Incentive Plan under certain circumstances and the timing of our grants of equity awards. Under the equity grant procedures, other than awards granted to new hires and promotions, awards may only be granted during an applicable window period.

Employee Benefit Plans

Our full-time employees, including our NEOs who generally participate on the same basis as our broader employee population, are entitled to various employee benefits, which generally include health care plans, flexible spending accounts, life and disability insurance 401(k) Plan and paid time off.

401(k) Plan

Our employees, including our NEOs, may participate in our 401(k) Plan,plan, a defined contribution plan that qualifies under Section 401(k) of the Code. Participating employees may contribute up to

statutory limits. We make discretionary matching contributions, and currently match 50% of our employee contributions, up to 6%8% of each employee’s earnings (8% starting January 1, 2020) on a per pay period basis, which vest at a rate of 50% upon completion of two years of service, 75% upon completion of three years of service and 100% upon completion of four years of service.

Separation and Change in Control and Separation Arrangements

Certain of our NEOs, per the terms of their respective employment agreements and/or equity award agreements, are eligible for certain benefits and/or payments if there is a change in control and/or a termination of their employment, as described under “Potential Payments Upon Termination or Change in Control” beginning on page 37.41.

Beginning with the Company’s 2021 LTI grants and continuing with the 2022 LTI grants, the award agreements for each of the PSUs, time-vested RSUs and stock options provide for “double-trigger” vesting provisions for all NEOs, which accelerates vesting upon a qualifying termination of employment following the occurrence of a change in control where such awards are assumed, replaced or continued. Upon a change in control where such awards are assumed, replaced or continued, the PSUs will automatically convert into time-vested RSUs, with vesting occurring on the original vesting date applicable to such PSUs; provided that such converted time-vested RSUs will automatically accelerate upon a subsequent qualifying termination of employment. The number of time-vested RSUs that a portion of the PSUs could convert to depends on the timing of a change in control. If a change in control had occurred during the first year of the three-year performance period, the number of shares of Common Stock underlying the RSUs to be delivered would have been based on the number of shares of Common Stock deliverable at target performance (as outlined in the applicable award agreement). If a change in control occurs during the second or third year of the three-year performance period, the number of shares of Common Stock underlying the RSUs to be delivered will be based on the number of shares of Common Stock deliverable at actual performance for the portion of the performance period that ended before the change in control (as outlined in the applicable award agreement). Upon a change in control where time-vested RSU and stock option awards are assumed, replaced or continued, each of the time-vested RSU and stock option awards will automatically accelerate upon a subsequent qualifying termination of employment.

We believe these arrangements are an important part of overall compensation and will help to secure the continued employment and dedication of our NEOs prior to or following a change in control, notwithstanding any concern that they may have at such time regarding their own future and continued employment. In addition, we believe that these arrangements are an important recruitment and retention incentive. These arrangements do not provide for tax gross ups.

Tax and Accounting Implications

We considered the taxation and accounting consequences of our executive officer compensation programs as part of our internal evaluation of such programs and awards made under them. However, consistent with prior years, those consequences were are not a deciding factor in our decisions in establishing or administering our executive officer compensation programs for fiscal year 2019.2022.  We retain the discretion to structure compensation in ways that may result in less than full deductibility, that may not maximize tax savings and that may not minimize the accounting cost to the Company. Pursuant to the Tax Cuts and Jobs Act, the exemption from deduction limit under Section 162(m) of the Code for performance-based compensation has been repealed, effective for tax years beginning after December 31, 2017, such that compensation paid to covered executive officers in excess of $1 million will not be deductible unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017. Compensation paid in or awarded for 2019 and 2020 described above will not be eligible for such transition relief.

Compensation Committee Report

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K. Based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis referred to above be included in this proxy statement.

20192022 Summary Compensation Table

The following table summarizes the total compensation of our NEOs during the fiscal years ended December 31, 2019, 20182022, 2021 and 2017. During the fiscal year ended December 31, 2019, our NEOs were Rodney C. Sacks, Hilton H. Schlosberg, Guy P. Carling, Thomas J. Kelly and Emelie C. Tirre. Mr. Carling’s compensation as presented in the following and subsequent tables was paid in GBP and converted to USD using the average exchange rate of GBP to USD on a monthly basis for the year ended December 31, 2019.2020.

option pricing formula assumptions disclosed in Note 15 to the Audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2019. The amounts do not reflect the value actually realized or that ultimately may be realized by the NEOs.

20192022 Grants of Plan-Based Awards

The following table summarizes grants of plan-based awards granted to our NEOs during the fiscal year ended December 31, 2019.2022.