DEF 14A of Monster Beverage Corp
Filed Mar 27, 2026 · FY20250001104659-26-035990
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
Executive Summary
Executive Summary The global, evolving food and beverage industry witnessed shifts in fiscal year 2025, resulting in the Company facing increased competition in the beverage industry. Despite such challenges, the Company’s net sales increased to a record $8.29 billion, up 10.7% from fiscal year 2024. In addition, gross profit as a percentage of net sales for fiscal year 2025 was 55.8%, up 3.3% from fiscal year 2024. The Company’s five-year total shareholder return (“TSR”) performance from 2021 through 2025 was 65.8%. Each of our NEOs once again had a pre-established target bonus opportunity as part of our annual incentive award (“AIA”) program for 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 addition to the AIAs, the Compensation Committee approved grants of performance share units (“PSUs”), together with time-vested stock options and time-vested restricted stock units (“RSUs”), to all of our NEOs. The PSUs granted in 2025 (“2025 PSUs”) represented generally 50% of the NEO annual long-term incentive (“LTI”) grant value in 2025 and will be eligible to be earned based on the Company’s three-year cumulative adjusted diluted earnings per share (“EPS”) from 2025 through 2027 (i.e., one single, three-year performance period). In connection with the strong performance described above, the financial performance component of the AIAs for the 2025 fiscal year was earned at 200% of target based on the Company’s adjusted operating income exceeding the pre-established maximum performance goal. The individual performance component of the AIAs was certified by the Compensation Committee at 150% of target for each of our NEOs, for overall payouts of approximately 188% of each NEO’s applicable target AIA opportunity. Additionally, the 2023 PSU grants with a three-year measurement period beginning on January 1, 2023 and ending on December 31, 2025 were earned at 200% of target in connection with three-year cumulative adjusted diluted EPS during such measurement period exceeding the pre-established maximum performance goal.
Setting Executive Compensation for 2025
Setting Executive Compensation for 2025 The compensation programs for our NEOs are generally administered by or under the direction of the Compensation Committee, with determinations concerning NEOs (other than for Mr. Sacks and Mr. Schlosberg in their respective capacities as Co-CEOs and the CEO, as applicable) based on the recommendation of the Executive Committee. The compensation program for all NEOs is benchmarked annually by the Compensation Committee’s independent consultant to help inform the Compensation Committee in determining that compensation levels are competitive and reasonable. In reviewing the compensation for Mr. Sacks and Mr. Schlosberg in early 2025, the Compensation Committee recognized that they were to serve as our co-leaders. When approving the Sacks Transition Letter in March 2025, the Compensation Committee adjusted Mr. Sacks’ compensation based on his go-forward role as Chairman and an employee effective June 2025. For 2025 compensation decisions, the Compensation Committee again retained FW Cook to provide competitive market data and make recommendations to the Compensation Committee with respect to compensation for Mr. Schlosberg and Mr. Sacks and to both the Compensation Committee and Executive Committee with respect to compensation for our other NEOs and senior management. FW Cook reports directly to the Compensation Committee and did not perform any other services for the Company in 2025. Following an independence assessment of FW Cook during 2025, the Compensation Committee determined that the services provided by FW Cook did not raise any conflicts of interest. The Compensation Committee does 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 largely 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 target cash compensation levels below median for 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 FW Cook in early 2025 to conduct a competitive market analysis for the year (the “Early 2025 Market Analysis”) using a comparison group of similarly-sized, high-performing U.S. food and beverage and consumer products companies (the “2025 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 2025 Peers, in early 2025, revenue was below the median, operating income was between the median and 75th percentile, and market capitalization was above the 75th percentile. The 2025 Peers were based on the peers referenced for 2024 compensation, less one corporation (V.F. Corporation), which was removed from the group at the end of 2024. The 2025 Peers composed of 15 companies are shown below:
Setting Executive Compensation for 2025
The Early 2025 Market Analysis was considered in determining the NEOs’ 2025 base salaries, target AIA opportunities and equity award grant values. In November 2025, subsequent to FW Cook’s review of the 2025 Peers, FW Cook determined that the companies consisting of the 2025 Peers continued to be reasonable on the basis of size, with the Company continuing to be in the lower-quartile for revenue and in the upper quartile for market capitalization. Taking into consideration the Early 2025 Market Analysis, the Compensation Committee set the CEOs’ 2025 target cash compensation below the median of the 2025 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 2025 Market Analysis noted that the performance of the Company was above the peer 75th percentile in revenue growth (82nd percentile), above the peer 75th percentile for return on invested capital (82nd percentile), and near median in EPS growth (45th percentile). This level of operating performance was considered significant by the Compensation Committee and informed its determination of the target total compensation of Mr. Schlosberg above the 2025 Peers’ 75th percentile. The peer group data serves 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 2025 awards of stock options, RSUs and PSUs granted to Mr. Schlosberg are consistent with our annual grant philosophy and serve to reward Mr. Schlosberg for the Company’s continued growth in key performance criteria in 2025 as well as further align his interests with our stockholders. Recent equity awards granted to Mr. Schlosberg vest over a three-year period, in each case, per the terms of his stock option, RSU and PSU award agreements. For 2025, the decisions to increase base salaries for each of Mr. Kelly, Ms. Tirre and Mr. Carling were informed by FW Cook’s senior executive benchmarking analysis and individual performance. Specifically, FW Cook’s senior executive benchmarking analysis was used for guidance in determining the total compensation for Mr. Kelly, Ms. Tirre and Mr. Carling, which included specified performance targets for their respective AIAs. The compensation levels for Mr. Kelly, Ms. Tirre and Mr. Carling were generally set relative to the market data in FW Cook’s senior executive benchmarking analysis with near-median long-term equity compensation value provided in aggregate through stock options, RSUs and PSUs, in order to emphasize the Company’s commitment to continued stockholder growth and to recognize that long-term equity compensation has been an effective incentive for motivating performance. The compensation levels also reflect annual cash compensation that is comparable to the compensation received by similarly-situated individuals employed by the 2025 Peers. Recent equity awards granted to Mr. Kelly vest over a three- or four-year period, and recent stock option, PSU awards and RSU awards granted to Ms. Tirre and Mr. Carling generally vest over a three-, four- or five-year period per the terms of their respective stock option, RSU and PSU award agreements. Mr. Gehring’s 2025 base salary was determined by the Executive Committee. The Compensation Committee used FW Cook’s senior executive benchmarking analysis for guidance in determining the specified performance targets for Mr. Gehring’s 2025 AIAs. 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, market data such as the Early 2025 Market Analysis discussed above, and our review of internal comparatives as well as other considerations we deem relevant, such as individual and 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 through the achievement of applicable performance thresholds. In addition, we believe equity awards allow executives to share in the value that they help create. Except as described in this proxy statement, neither our Compensation Committee nor our Executive Committee has 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. 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 LTI compensation paid to our NEOs to determine whether the Company has provided effective 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 Chief Executive Officer, the Compensation Committee specifically considers recommendations from the Executive Committee.
2025 AIAs
Payouts were eligible to range from 0% to 200% of the applicable target performance criteria, with no payout earned for performance below a threshold level. In developing the performance goals for the AIAs granted in 2025, the Compensation Committee worked with FW 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 possible, to achieve. Adjusted operating income was maintained as the primary performance criteria in fiscal year 2025 because we believe it is an appropriate measurement for management’s contributions to operating performance and profitability 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). 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.
2025 LTI Program
2025 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 LTI award opportunities and retention considerations. With respect to 2025, the Compensation Committee determined that the March 2025 LTI grants to Mr. Schlosberg and Mr. Sacks would be split among time-vested stock options (25% weighting), time-vested RSUs (25% weighting), PSUs (50% weighting), and that the March 2025 LTI grants to Mr. Kelly, Ms. Tirre, Mr. Carling and Mr. Gehring would be split among time-vested stock options (27% weighting), time-vested RSUs (24% weighting) and PSUs (49% weighting).
PSUs
PSUs In 2025 we continued our past practice of granting PSUs that cliff vest over a single three-year performance period, subject to pre-established performance goals and 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. Specifically, the 2025 grants of PSUs are eligible to be earned based on three-year cumulative adjusted diluted EPS from fiscal year 2025 through fiscal year 2027. The number of PSUs 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 with no payout for performance below the threshold level).
PSUs
| Name | Performance Period | Threshold Shares (50% of Target) (#) | Target Shares (100% of Target) (#) | Maximum Shares (200% of Target) (#) | | Hilton H. Schlosberg | 2025 – 2027 | 64,650 | 129,300 | 258,600 | | Rodney C. Sacks | 2025 – 2027 | 43,000 | 86,000 | 172,000 | | Thomas J. Kelly | 2025 – 2027 | 4,500 | 9,000 | 18,000 | | Emelie C. Tirre | 2025 – 2027 | 7,000 | 14,000 | 28,000 | | Guy P. Carling | 2025 – 2027 | 7,000 | 14,000 | 28,000 | | Rob L. Gehring | 2025 – 2027 | 4,500 | 9,000 | 18,000 |
PSUs
For the 2023 PSU grants, relating to the performance period beginning on January 1, 2023 and ending on December 31, 2025, 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).
PSUs
| Performance Goal (Performance Percentage) | Three-Year Cumulative Adjusted Diluted EPS for 2023 – 2025 | | Threshold (50% of Target) | $3.899 | | Target (100% of Target) | $4.104 | | Maximum (200% of Target) | $4.310 |
PSUs
With the completion of the vesting period for the 2023 PSU grants, the Compensation Committee considered the three-year cumulative adjusted diluted EPS from 2023 through 2025 of $5.323 and awarded the NEOs the following number of shares of Common Stock based on 200% of target achievement, as set forth in the table below. Mr. Gehring is not listed in the table below because he was not an employee when the Compensation Committee made the 2023 PSU grants. For a reconciliation of adjusted diluted EPS to diluted EPS, the most directly comparable GAAP financial measure, see Appendix A.
PSUs
| Name | Target Shares Deliverable Based on Award Achievement (100% of Target) (#) | Actual Shares Delivered Based on Award Achievement (200% of Target) (#) | | Hilton H. Schlosberg | 135,200 | 270,400 | | Rodney C. Sacks | 135,200 | 270,400 | | Thomas J. Kelly | 6,800 | 13,600 | | Emelie C. Tirre | 13,600 | 27,200 | | Guy P. Carling | 13,600 | 27,200 |
Stock Options and RSUs
Stock Options and RSUs In addition to the PSUs, Mr. Schlosberg was granted 173,400 stock options under the 2020 Omnibus Incentive Plan that vest in three equal annual installments on March 14, 2026, March 14, 2027 and March 14, 2028, subject to his continued employment or service through each vesting date. Additionally, Mr. Schlosberg was granted 64,700 RSUs under the 2020 Omnibus Incentive Plan that vest in three annual installments as follows: 21,567 units on March 14, 2026, 21,567 units on March 14, 2027 and 21,566 units on March 14, 2028, in each case, subject to his continued employment or service through each vesting date. These grants, taken together with the PSU grants, represented an aggregate annual grant value of approximately $14.2 million, an increase of approximately $0.1 million from fiscal year 2024. Mr. Sacks was granted 115,300 stock options under the 2020 Omnibus Incentive Plan that vest in three substantially equal annual installments on March 14, 2026, March 14, 2027 and March 14, 2028, subject to his continued employment or service through each vesting date. Additionally, Mr. Sacks was granted 43,000 RSUs under the 2020 Omnibus Incentive Plan that vest in three annual installments as follows: 14,334 units on March 14, 2026, 14,333 units on March 14, 2027 and 14,333 units on March 14, 2028, subject to his continued employment or service through each vesting date. Mr. Kelly and Mr. Gehring were each granted 14,000 stock options under the 2020 Omnibus Incentive Plan that vest in four equal annual installments on March 14, 2026, March 14, 2027, March 14, 2028 and March 14, 2029, in each case, subject to their continued employment or service through each vesting date. Ms. Tirre and Mr. Carling were each granted 21,000 stock options under the 2020 Omnibus Incentive Plan that vest in four equal annual installments on March 14, 2026, March 14, 2027, March 14, 2028 and March 14, 2029, in each case, subject to their continued employment or service through each vesting date. Additionally, Mr. Kelly and Mr. Gehring were each granted 4,500 RSUs that vest in four equal annual installments on March 14, 2026, March 14, 2027, March 14, 2028 and March 14, 2029, in each case, subject to their continued employment or service through each vesting date. Ms. Tirre and Mr. Carling were each granted 7,000 RSUs that vest in four equal annual installments on March 14, 2026, March 14, 2027, March 14, 2028 and March 14, 2029, in each case, subject to their continued employment or service through each vesting date.
Employment Agreements
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 (and in the case of Mr. Sacks, as modified by the Sacks Transition Letter (as defined and described in further detail below)), or upon renewal should the Compensation Committee determine in its discretion that revisions to such employment agreements are recommended. On February 25, 2026, MEC entered into an amended and restated employment agreement with each of Ms. Tirre and Mr. Gehring. On March 10, 2025, we entered into a transition letter agreement with Mr. Sacks pursuant to which he will be eligible to receive certain payments and other benefits (the “Sacks Transition Letter”). We believe that having employment agreements with Mr. Sacks, Mr. Schlosberg, Ms. Tirre and Mr. Gehring 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 2025 Summary Compensation Table and 2025 Grants of Plan-Based Awards Table – Employment Agreements and Arrangements” below.
Equity Grant Procedures
Equity Grant Procedures The Compensation Committee maintains equity grant procedures, which set forth, among other things, the authorities of the Compensation Committee and Executive Committee to make grants under the 2020 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, pre-established window period. In 2025, neither the Compensation Committee nor the Executive Committee took material nonpublic information into account when determining the timing and terms of an equity award, and the Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
Change in Control and Separation Arrangements
Change in Control and Separation Arrangements Certain of our NEOs, per the terms of their respective employment agreements, equity award agreements and/or participation in the Severance Plan (as defined below), 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 42. Beginning with the Company’s 2021 LTI grants and continuing through the 2025 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. On February 25, 2026, the Compensation Committee approved and adopted the Monster Beverage Corporation Executive Severance Plan (the “Severance Plan”), effective immediately. The Severance Plan provides severance pay and benefits to eligible employees terminated without “cause” or who resign for “good reason” (in each case, as defined in the Severance Plan). For qualifying terminations outside a Change in Control Period (which is defined in the Severance Plan as the 24-month period immediately following a change in control transaction), participants in the Severance Plan are eligible to receive 12 months of base salary, a pro-rated annual bonus for the year of termination, and up to 12 months of continued health insurance premiums. For qualifying terminations during a Change in Control Period, participants in the Severance Plan are eligible to receive 18 months of base salary plus 1.5 times their annual bonus as a lump sum, a pro-rated annual bonus for the year of termination, and up to 18 months of continued health insurance premiums. Mr. Kelly and Mr. Carling are the only NEOs who are eligible to participate in the Severance Plan. 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.
2025 Summary Compensation Table
2025 Summary Compensation Table The following table summarizes the total compensation of our NEOs during the fiscal years ended December 31, 2025, 2024 and 2023.
2025 Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Hilton H. Schlosberg Vice Chairman, CEO and Director (6) | 2025 2024 2023 | 1,250,000 1,200,000 1,100,000 | 10,687,460 10,498,230 10,306,296 | 3,493,351 3,557,455 3,440,363 | 3,750,000 1,535,400 2,887,500 | 101,819 76,955 71,749 | 19,282,630 16,868,040 17,805,908 | | Rodney C. Sacks Chairman, Director and Former Co-CEO (6) | 2025 2024 2023 | 1,083,077 1,200,000 1,100,000 | 7,106,610 10,498,230 10,306,296 | 2,322,857 3,557,455 3,440,363 | 2,721,094 1,535,400 2,887,500 | 611,899 918,566 141,323 | 13,845,537 17,709,651 17,875,482 | | Thomas J. Kelly Chief Financial Officer | 2025 2024 2023 | 678,000 650,000 610,000 | 743,715 542,700 518,364 | 282,047 208,580 375,996 | 953,438 415,838 800,625 | 49,342 46,200 46,104 | 2,706,542 1,863,318 2,351,089 | | Emelie C. Tirre Chief Strategy Officer (7) | 2025 2024 2023 | 908,000 870,000 820,000 | 1,156,890 1,085,400 1,036,728 | 423,070 417,161 751,992 | 1,276,875 556,583 1,076,250 | 68,917 65,752 45,834 | 3,833,752 2,994,896 3,730,804 | | Guy P. Carling Chief Executive Officer, EMEA & OSP (8) | 2025 2024 2023 | 852,600 774,209 706,919 | 1,156,890 1,085,400 1,036,728 | 423,070 417,161 751,992 | 1,198,939 490,587 918,848 | 64,337 58,511 51,521 | 3,695,836 2,825,868 3,466,008 | | Rob L. Gehring, Chief Executive Officer, Americas (9) | 2025 | 780,000 | 743,715 | 275,976 | 1,096,875 | 98,937 | 2,995,503 |
2025 Summary Compensation Table
| (1) For Mr. Sacks, the amount represents the average salary paid to Mr. Sacks in 2025 (i.e., $1,250,000 from January 1, 2025 to June 30, 2025, and then $900,000 from July 1, 2025 to December 31, 2025). |
2025 Summary Compensation Table
| (2) As computed in accordance with Accounting Standards Codification (“ASC”) Topic 718, modified to exclude the effect of estimated forfeitures related to service-based vesting conditions, the amounts in this column represent the |
2025 Summary Compensation Table
aggregate grant date fair value of awards of shares of our Common Stock and RSUs (in the case of all NEOs, which were granted in 2025, 2024 and 2023, respectively) and, with respect to awards of PSUs (in the case of all NEOs, which were granted in 2025, 2024 and 2023, respectively), represent the grant date fair value based on the probable outcome of the performance conditions at the date of grant. The amount reflected in this column with respect to the PSUs granted in 2025 is: Mr. Schlosberg, $7,123,137; Mr. Sacks, $4,737,740; Mr. Kelly, $495,810; Ms. Tirre, $771,260; Mr. Carling, $771,260; and Mr. Gehring, $495,810. The assumptions used in the valuation of equity awards are disclosed in Note 13 to the Audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. The amounts do not reflect the value actually realized or that ultimately may be realized by the NEOs. The value of the PSU awards granted in 2025, assuming achievement of the maximum performance level of 200%, would have been: Mr. Schlosberg, $14,246,274; Mr. Sacks, $9,475,480; Mr. Kelly, $991,620; Ms. Tirre, $1,542,520; Mr. Carling, $1,542,520; and Mr. Gehring, $991,620.
2025 Summary Compensation Table
| (3) The amounts represent the aggregate grant date fair value for option awards computed in accordance with ASC Topic 718, modified to exclude the effect of estimated forfeitures related to service-based vesting conditions, and are based on the estimated fair value of the options on the date of grant using the Black-Scholes-Merton option pricing formula assumptions disclosed in Note 13 to the Audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. The amounts do not reflect the value actually realized or that ultimately may be realized by the NEOs. |
2025 Summary Compensation Table
| (4) The amounts in this column represent for 2025 the amount earned for AIAs granted under the 2020 Omnibus Incentive Plan and paid in 2026. See “Compensation Discussion and Analysis – 2025 AIAs” for a discussion of how the 2025 AIAs were determined. |
2025 Summary Compensation Table
| (5) The amounts reported in this column for 2025 include the items set forth in the table below, as applicable to each NEO: |
2025 Summary Compensation Table
| Name | Company Automobile ($) | Automobile Allowance ($) | 401(k) Matching Contribution ($) | Benefit Premiums ($)(a) | Other Perquisites ($)(b) | Personal Equipment Allowance ($) | Total ($) | | Hilton H. Schlosberg | 44,054 | - | 14,000 | 38,167 | 5,000 | 598 | 101,819 | | Rodney C. Sacks | 61,744 | - | 13,163 | 107,109 | 429,285 | 598 | 611,899 | | Thomas J. Kelly | - | 9,448 | 14,000 | 25,296 | - | 598 | 49,342 | | Emelie C. Tirre | - | 13,616 | 14,000 | 10,384 | 30,319 | 598 | 68,917 | | Guy P. Carling | - | 15,740 | 42,630 | 5,967 | - | - | 64,337 | | Rob L. Gehring | - | 9,506 | 14,000 | 24,951 | 49,882 | 598 | 98,937 |
2025 Summary Compensation Table
| (a) For Mr. Schlosberg, the amounts in this column represent premiums paid by the Company for coverage for himself and the members of his immediate family (to the extent permitted by the applicable plan), as the case may be, under all medical, dental, disability, group life, accidental death and travel accident insurance plans and programs. For Mr. Sacks, the amount in this column represents premiums paid by the Company for coverage for himself, his spouse, and certain dependents, as the case may be, under all medical, dental, disability, group life, accidental death and travel accident insurance plans and programs. For Mr. Kelly, the amounts in this column represent premiums paid by the Company for coverage for himself and his spouse, as the case may be, under all medical, dental, disability, group life, accidental death and travel accident insurance plans and programs. For Ms. Tirre, the amounts in this column represent premiums paid by the Company for coverage for herself, as the case may be, under all medical, dental, disability, group life, accidental death and travel accident insurance plans and programs. For Mr. Carling, the amounts in this column represent premiums paid by the Company for coverage for himself and the members of his immediate family (to the extent permitted by the applicable plan), as the case may be, under all medical, dental, critical illness, group life, accidental death and travel accident insurance plans and programs. For Mr. Gehring, the amounts in this column represent premiums paid by the Company for coverage for himself and his spouse, as the case may be, under all medical, dental, disability, group life, accidental death and travel accident insurance plans and programs. |
2025 Summary Compensation Table
| (b) For Mr. Sacks, the amount in this column includes $425,783, which represents the cost of providing personal security services, and $3,502, which represents the entitlement to receive initial and annual fees and all other reasonable expenses relating to membership in up to two business or social clubs selected by Mr. Sacks. For Ms. Tirre, the amount in this column represents the entitlement to receive annual fees relating to the membership in one business or social club selected by Ms. Tirre. For Mr. Gehring, |
2025 Summary Compensation Table
$49,347 represents the cost of providing relocation and housing services and $535 represents the entitlement to receive annual fees relating to the membership in one business or social club selected by Mr. Gehring.
2025 Summary Compensation Table
| (6) Mr. Sacks and Mr. Schlosberg served as our Co-CEOs until Mr. Sacks resigned from the Co-CEO role and transitioned to employee and Chairman, effective as of June 13, 2025. Mr. Schlosberg became our sole CEO on June 13, 2025. |
2025 Summary Compensation Table
| (7) Ms. Tirre was appointed Chief Strategy Officer of MEC on February 25, 2026. Amounts reported for 2025 reflect compensation for service as Chief Commercial Officer during the 2025 fiscal year prior to such appointment in 2026. |
2025 Summary Compensation Table
| (8) Mr. Carling was appointed Chief Executive Officer, EMEA & OSP on February 25, 2026. Amounts reported for 2025 reflect compensation for service as President, EMEA & OSP during the 2025 fiscal year prior to such appointment in 2026. For Mr. Carling, the amounts reported were paid in GBP and converted to USD using the average exchange rate of GBP to USD on a monthly basis for the years indicated. |
2025 Summary Compensation Table
| (9) Mr. Gehring joined MEC in August 2024 and was not a NEO in 2024. Mr. Gehring was promoted to Chief Executive Officer, Americas on February 25, 2026. Amounts reported for 2025 reflect compensation for service as Chief Growth Officer during the 2025 fiscal year prior to such appointment in 2026. |
2025 Grants of Plan-Based Awards
2025 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, 2025.
2025 Grants of Plan-Based Awards
| Name | Approval Date | Grant Date | Estimated Future Payouts Under Non- Equity Incentive Plan Awards (3) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (4) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Shares Underlying Options (#)(5) | Exercise or Base Price of Option Awards ($/Share) | Grant Date Fair Value of Stock and Option Awards ($)(6) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Hilton H. Schlosberg | | | | | | | | | | | | | | RSUs (1) | 3/10/2025 | 3/14/2025 | | | | | | | 64,700 | - | - | 3,564,323 | | PSUs (2) | 3/10/2025 | 3/14/2025 | | | | 64,650 | 129,300 | 258,600 | | - | - | 7,123,137 | | Options | 3/10/2025 | 3/14/2025 | | | | | | | | 173,400 | 55.09 | 3,493,351 | | AIA | | | 1,000,000 | 2,000,000 | 4,000,000 | | | | - | - | - | - | | Rodney C. Sacks | | | | | | | | | | | | | | RSUs (1) | 3/10/2025 | 3/14/2025 | | | | | | | 43,000 | - | - | 2,368,870 | | PSUs (2) | 3/10/2025 | 3/14/2025 | | | | 43,000 | 86,000 | 172,000 | | - | - | 4,737,740 | | Options | 3/10/2025 | 3/14/2025 | | | | | | | | 115,300 | 55.09 | 2,322,857 | | AIA | | | 725,625 | 1,451,250 | 2,902,500 | | | | - | - | - | - | | Thomas J. Kelly | | | | | | | | | | | | | | RSUs (1) | 3/10/2025 | 3/14/2025 | | | | | | | 4,500 | - | - | 247,905 | | PSUs (2) | 3/10/2025 | 3/14/2025 | | | | 4,500 | 9,000 | 18,000 | | - | - | 495,810 | | Options | 3/10/2025 | 3/14/2025 | | | | | | | | 14,000 | 55.09 | 282,047 | | AIA | | | 254,250 | 508,500 | 1,017,000 | | | | - | - | - | - | | Emelie C. Tirre | | | | | | | | | | | | | | RSUs (1) | 3/10/2025 | 3/14/2025 | | | | | | | 7,000 | - | - | 385,630 | | PSUs (2) | 3/10/2025 | 3/14/2025 | | | | 7,000 | 14,000 | 28,000 | | - | - | 771,260 | | Options | 3/10/2025 | 3/14/2025 | | | | | | | | 21,000 | 55.09 | 423,070 | | AIA | | | 340,500 | 681,000 | 1,362,000 | | | | - | - | - | - | | Guy P. Carling | | | | | | | | | | | | | | RSUs (1) | 3/10/2025 | 3/14/2025 | | | | | | | 7,000 | - | - | 385,630 | | PSUs (2) | 3/10/2025 | 3/14/2025 | | | | 7,000 | 14,000 | 28,000 | | - | - | 771,260 | | Options | 3/10/2025 | 3/14/2025 | | | | | | | | 21,000 | 55.09 | 423,070 | | AIA | | | 319,725 | 639,450 | 1,278,900 | | | | - | - | - | - | | Rob L. Gehring | | | | | | | | | | | | | | RSUs (1) | 3/10/2025 | 3/14/2025 | | | | | | | 4,500 | - | - | 247,905 | | PSUs (2) | 3/10/2025 | 3/14/2025 | | | | 4,500 | 9,000 | 18,000 | | - | - | 495,810 | | Options | 3/10/2025 | 3/14/2025 | | | | | | | | 14,000 | 55.09 | 275,976 | | AIA | | | 292,500 | 585,000 | 1,170,000 | | | | - | - | - | - |
2025 Grants of Plan-Based Awards
| (1) The amounts represent shares underlying RSUs granted under our 2020 Omnibus Incentive Plan. |
2025 Grants of Plan-Based Awards
| (2) The amounts represent shares underlying PSUs granted under our 2020 Omnibus Incentive Plan. |
2025 Grants of Plan-Based Awards
| (3) Represents threshold, target and maximum payout levels for AIAs granted in March 2025 for performance in the year ended December 31, 2025. See “Compensation Discussion and Analysis – 2025 AIAs” for a description of the AIAs. The threshold numbers set forth above are based on achieving the minimum level of performance for which payment would be made with respect to financial performance measures (75% weighting) and assumes 50% payout is made for the individual performance component (25% weighting). |
2025 Grants of Plan-Based Awards
| (4) Represents threshold, target and maximum payout levels for PSUs based on achievement of pre-approved, annualized adjusted diluted EPS targets as described more fully in “Compensation Discussion and Analysis – 2025 LTI Program – PSUs.” |
2025 Grants of Plan-Based Awards
| (5) The amounts represent options granted under our 2020 Omnibus Incentive Plan. |
2025 Grants of Plan-Based Awards
| (6) The assumptions used in the valuation of equity awards are disclosed in Note 13 to the Audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. |
Narrative to 2025 Summary Compensation Table and 2025 Grants of Plan-Based Awards Table
Narrative to 2025 Summary Compensation Table and 2025 Grants of Plan-Based Awards Table Employment Agreements and Arrangements. The principal terms of the employment agreements and arrangements with our NEOs are set forth below. Hilton H. Schlosberg – On March 18, 2014, we entered into an employment agreement with Mr. Schlosberg (the “Schlosberg Employment Agreement”), pursuant to which Mr. Schlosberg renders services as our Vice Chairman and Chief Executive Officer. Under the Schlosberg Employment Agreement, Mr. Schlosberg’s annual base salary will be reviewed annually and increased at the discretion of our Board. Mr. Schlosberg is eligible to receive an AIA as described under “Compensation Discussion and Analysis – 2025 AIAs” as well as certain fringe benefits. The initial employment period of this agreement commenced on January 1, 2014 and continued through December 31, 2018. Beginning December 31, 2018, the agreement automatically renews for successive one-year renewal periods, unless notice of intent to not renew is given by either us or Mr. Schlosberg by June 30 of any renewal year. Under the Schlosberg Employment Agreement, Mr. Schlosberg is subject to a confidentiality covenant and a six-month post-termination non-competition covenant. The Schlosberg Employment Agreement is subject to termination (i) upon the death or disability of Mr. Schlosberg, (ii) voluntarily by Mr. Schlosberg on 90 days’ written notice, (iii) for Cause (as defined in the Schlosberg Employment Agreement) by us, or (iv) upon Constructive Termination (as defined in the Schlosberg Employment Agreement) by Mr. Schlosberg. The severance provisions in the Schlosberg Employment Agreement are discussed in the “Potential Payments Upon Termination or Change in Control” section below. During 2025, we entered into certain equity compensation agreements with Mr. Schlosberg as disclosed in the “2025 Grants of Plan-Based Awards” table above. Mr. Schlosberg’s compensation was not increased or changed in any way following his transition from Co-Chief Executive Officer to Chief Executive Officer effective as of June 13, 2025. Rodney C. Sacks – On March 18, 2014, we entered into an employment agreement with Mr. Sacks (the “Sacks Employment Agreement”), pursuant to which Mr. Sacks rendered services as our Chairman and Co-Chief Executive Officer. Under the Sacks Employment Agreement, Mr. Sacks’ annual base salary was reviewed annually and increased at the discretion of our Board. Mr. Sacks is eligible to receive an AIA as described under “Compensation Discussion and Analysis – 2025 AIAs” as well as certain fringe benefits. The initial employment period of this agreement commenced on January 1, 2014 and continued through December 31, 2018. Beginning December 31, 2018, the agreement automatically renewed for successive one-year renewal periods. Under the Sacks Employment Agreement, Mr. Sacks is subject to a confidentiality covenant and a six-month post-termination non-competition covenant. The Sacks Employment Agreement is subject to termination (i) upon the death or disability of Mr. Sacks, (ii) voluntarily by Mr. Sacks on 90 days’ written notice, (iii) for Cause (as defined in the Sacks Employment Agreement) by us, or (iv) upon Constructive Termination (as defined in the Sacks Employment Agreement) by Mr. Sacks. The severance provisions in the Sacks Employment Agreement are discussed in the “Potential Payments Upon Termination or Change in Control” section below. During 2025, we entered into certain equity compensation agreements with Mr. Sacks as disclosed in the “2025 Grants of Plan-Based Awards” table above. Mr. Sacks and the Company entered into the Sacks Transition Letter on March 10, 2025 to confirm the terms of the ongoing service of Mr. Sacks to the Company after Mr. Sacks resigned as Co-Chief Executive Officer of the Company, effective as of 11:59 p.m. on June 12, 2025 (the “Sacks Transition Effective Time”), and to amend the Sacks Employment Agreement. Pursuant to the Sacks Transition Letter, Mr. Sacks resigned as Co-Chief Executive Officer as of the Sacks Transition Effective Time and will continue to serve as our Chairman through December 31, 2026 (the “Sacks Retirement Date”), subject to his re-election at the Annual Meeting. During this transition period, Mr. Sacks will be responsible, in an employee capacity and in conformity with the sentiment of the Board, as represented by its Lead Independent Director, and the CEO, for strategic direction over the Company’s marketing, innovation and litigation efforts until the Sacks Retirement Date. The Company’s CEO will have full management authority with respect to all operations of the Company. Prior to the Sacks Transition Effective Time, Mr. Sacks received a base salary at an annual rate of $1,250,000. Effective July 1, 2025 and continuing until the Sacks Retirement Date, Mr. Sacks has received and will continue to receive a base salary at an annual rate of $900,000. Pursuant to the Sacks Transition Letter, Mr. Sacks’ target annual incentive award opportunities were fixed at 135% and 100% of his total salary in 2025 and 2026, respectively, and are payable at such times, and in such amounts, as set forth in the applicable annual incentive award agreement. Mr. Sacks’ 2025 long-term incentive award grants were calculated based on the weighted-average of his service as (a) Chairman and Co-Chief Executive Officer prior to July 1, 2025, and (b) Chairman and an employee from July 1, 2025 to December 31, 2025 (representing an aggregate grant date fair value of approximately $2.35 million). Mr. Sacks will also continue to be eligible to vest in, and exercise, any outstanding long-term incentive awards previously granted to him under the Company’s incentive plans as outlined in the Sacks Transition Letter and will continue to be subject to his current share ownership guideline. Following the Sacks Retirement Date, Mr. Sacks will serve as a non-employee director on the Board through and including (i) the date of the 2027 annual meeting of stockholders of the Company or (ii) such later date as may be mutually agreed by Mr. Sacks and the Company (and approved by the Company’s shareholders). Emelie C. Tirre – On June 13, 2024, MEC entered into an employment agreement with Ms. Tirre (the “Tirre Employment Agreement”), pursuant to which Ms. Tirre rendered services as the Chief Commercial Officer of MEC. Under the Tirre Employment Agreement, Ms. Tirre’s annual base salary was initially $870,000 and will be reviewed annually and increased at the discretion of our Compensation Committee. Ms. Tirre is eligible to receive an AIA as described under “Compensation Discussion and Analysis – 2025 AIAs” as well as certain fringe benefits. The initial employment period of this agreement commenced on June 13, 2024 and will continue through June 13, 2026. Beginning June 13, 2026, the agreement automatically renews for successive one-year renewal periods, unless notice of intent to not renew is given by either MEC or Ms. Tirre by April 13 of any renewal year. Under the Tirre Employment Agreement, Ms. Tirre is subject to a twelve-month post-termination employee non-solicitation covenant. The Tirre Employment Agreement is subject to termination (i) upon the death or disability of Ms. Tirre, (ii) voluntarily by Ms. Tirre on 60 days’ written notice, (iii) for Cause (as defined in the Tirre Employment Agreement) by MEC, or (iv) for Good Reason (as defined in the Tirre Employment Agreement) by Ms. Tirre. The severance provisions in the Tirre Employment Agreement are discussed in the “Potential Payments Upon Termination or Change in Control” section below. During 2025, we entered into certain equity compensation agreements with Ms. Tirre as disclosed in the “2025 Grants of Plan-Based Awards” table above.
Narrative to 2025 Summary Compensation Table and 2025 Grants of Plan-Based Awards Table
On February 25, 2026, MEC entered into an amended and restated employment agreement with Ms. Tirre (the “A&R Tirre Employment Agreement”), pursuant to which Ms. Tirre renders services as the Chief Strategy Officer of MEC. The A&R Tirre Employment Agreement extends Ms. Tirre’s employment period to February 25, 2028, and provides for an increase in Ms. Tirre’s annual base salary to $945,000, which amount will be reviewed annually and is subject to adjustment by the Compensation Committee. The A&R Tirre Employment Agreement also conforms certain provisions of Ms. Tirre’s employment agreement to those of the Severance Plan, as detailed above. Rob L. Gehring – On May 12, 2024, MEC entered into an employment agreement with Mr. Gehring (the “Gehring Employment Agreement”), pursuant to which Mr. Gehring renders services as the Chief Growth Officer of MEC. Under the Gehring Employment Agreement, Mr. Gehring’s annual base salary will be reviewed annually and increased at the discretion of the Company. Mr. Gehring is eligible to receive an AIA as described under “Compensation Discussion and Analysis – 2025 AIAs” as well as certain fringe benefits. The initial employment period of this agreement commenced on August 30, 2024 and will continue through August 30, 2026. Beginning August 30, 2026, the agreement automatically renews for successive one-year renewal periods, unless notice of intent to not renew is given by either MEC or Mr. Gehring by July 1 of any renewal year. Under the Gehring Employment Agreement, Mr. Gehring is subject to a twenty-four month post-termination employee non-solicitation covenant. The Gehring Employment Agreement is subject to termination (i) upon the death or disability of Mr. Gehring, (ii) voluntarily by Mr. Gehring on 60 days’ written notice, (iii) for Cause (as defined in the Gehring Employment Agreement) by MEC, or (iv) for Good Reason (as defined in the Gehring Employment Agreement) by Mr. Gehring. The severance provisions in the Gehring Employment Agreement are discussed in the “Potential Payments Upon Termination or Change in Control” section below. During 2025, we entered into certain equity compensation agreements with Mr. Gehring as disclosed in the “2025 Grants of Plan-Based Awards” table above. On February 25, 2026, MEC entered into an amended and restated employment agreement with Mr. Gehring (the “A&R Gehring Employment Agreement”), pursuant to which Mr. Gehring renders services as the Chief Executive Officer, Americas. The A&R Gehring Employment Agreement extends Mr. Gehring’s employment period to February 25, 2028, and provides for an increase in Mr. Gehring’s annual base salary to $875,000, which amount will be reviewed annually and is subject to adjustment by the Company. The A&R Gehring Employment Agreement also conforms certain provisions of Mr. Gehring’s employment agreement to those of the Severance Plan, as detailed above. Thomas J. Kelly and Guy P. Carling – Mr. Kelly’s and Mr. Carling’s employment, respectively, is “at will” and thus may be terminated at any time for any or no reason. Mr. Kelly and Mr. Carling are each eligible to receive an AIA as described under “Compensation Discussion and Analysis – 2025 AIAs” as well as certain fringe benefits. The severance provisions applicable to Mr. Kelly and Mr. Carling are discussed in the “Potential Payments Upon Termination or Change in Control” section below. 2020 Omnibus Incentive Plan. The principal terms of the awards granted to our NEOs in 2025 under the 2020 Omnibus Incentive Plan are set forth in the “2025 Outstanding Equity Awards at Fiscal Year-End Table” below.
2025 Outstanding Equity Awards at Fiscal Year-End Table
2025 Outstanding Equity Awards at Fiscal Year-End Table The following table summarizes the outstanding equity awards held by our NEOs at December 31, 2025.
2025 Outstanding Equity Awards at Fiscal Year-End Table
| | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or other Rights That Have Not Vested ($)(4) | | Hilton H. Schlosberg | 03/14/2017 (1) | 611,000 | - | 23.14 | 03/14/2027 | - | - | - | - | | | 03/14/2018 (1) | 528,000 | - | 29.37 | 03/14/2028 | - | - | - | - | | | 03/14/2019 (1) | 583,200 | - | 29.84 | 03/14/2029 | - | - | - | - | | | 03/13/2020 (1) | 382,800 | - | 31.20 | 03/13/2030 | - | - | - | - | | | 03/12/2021 (1) | 259,800 | - | 44.47 | 03/12/2031 | - | - | - | - | | | 03/14/2022 (1) | 291,400 | - | 36.62 | 03/14/2032 | - | - | - | - | | | 03/14/2023 (2) | - | - | - | | 22,534 | 1,727,682 | - | - | | | 03/14/2023 (7) | - | - | - | | - | - | 270,400 | 20,731,568 | | | 03/14/2023 (1) | 122,000 | 61,000 | 50.82 | 03/14/2033 | - | - | - | - | | | 03/14/2024 (2) | - | - | - | | 38,667 | 2,964,599 | - | - | | | 03/14/2024 (7) | - | - | - | | - | - | 232,200 | 17,802,774 | | | 03/14/2024 (1) | 51,167 | 102,333 | 60.30 | 03/14/2034 | - | - | - | - | | | 03/14/2025 (2) | - | - | - | | 64,700 | 4,960,549 | - | - | | | 03/14/2025 (7) | - | - | - | | - | - | 258,600 | 19,826,862 | | | 03/14/2025 (1) | - | 173,400 | 55.09 | 03/14/2035 | - | - | - | - | | Rodney C. Sacks | 03/14/2018 (1) | 528,000 | - | 29.37 | 03/14/2028 | - | - | - | - | | | 03/14/2019 (1) | 583,200 | - | 29.84 | 03/14/2029 | - | - | - | - | | | 03/13/2020 (1) | 382,800 | - | 31.20 | 03/13/2030 | - | - | - | - | | | 03/12/2021 (1) | 259,800 | - | 44.47 | 03/12/2031 | - | - | - | - | | | 03/14/2022 (1) | 291,400 | - | 36.62 | 03/14/2032 | - | - | - | - | | | 03/14/2023 (2) | - | - | - | | 22,534 | 1,727,682 | - | - | | | 03/14/2023 (7) | - | - | - | | - | - | 270,400 | 20,731,568 | | | 03/14/2023 (1) | 122,000 | 61,000 | 50.82 | 03/14/2033 | - | - | - | - | | | 03/14/2024 (2) | - | - | - | | 38,667 | 2,964,599 | - | - | | | 03/14/2024 (7) | - | - | - | | - | - | 232,200 | 17,802,774 | | | 03/14/2024 (1) | 51,167 | 102,333 | 60.30 | 03/14/2034 | - | - | - | - | | | 03/14/2025 (2) | - | - | - | | 43,000 | 3,296,810 | - | - | | | 03/14/2025 (7) | - | - | - | | - | - | 172,000 | 13,187,240 | | | 03/14/2025 (1) | - | 115,300 | 55.09 | 03/14/2035 | - | - | - | - | | Thomas J. Kelly | 03/14/2023 (2) | - | - | - | | 1,134 | 86,944 | - | - | | | 03/14/2023 (7) | - | - | - | | - | - | 13,600 | 1,042,712 | | | 03/14/2023 (1) | - | 3,334 | 50.82 | 03/14/2033 | - | - | - | - | | | 03/14/2023 (1) | - | 3,334 | 50.82 | 03/14/2033 | - | - | - | - | | | 03/14/2024 (2) | - | - | - | | 2,000 | 153,340 | - | - | | | 03/14/2024 (7) | - | - | - | | - | - | 12,000 | 920,040 | | | 03/14/2024 (1) | 366 | 6,000 | 60.30 | 03/14/2034 | - | - | - | - | | | 03/14/2025 (8) | - | - | - | | 4,500 | 345,015 | - | - | | | 03/14/2025 (7) | - | - | - | | - | - | 18,000 | 1,380,060 | | | 03/14/2025 (9) | - | 14,000 | 55.09 | 03/14/2035 | - | - | - | - | | Emelie C. Tirre | 03/12/2021 (6) | - | - | - | | 1,680 | 128,806 | - | - | | | 03/12/2021 (5) | 14,000 | 6,000 | 44.47 | 03/12/2031 | - | - | - | - | | | 03/14/2022 (6) | - | - | - | | 7,480 | 573,492 | - | - | | | 03/14/2022 (5) | 20,700 | 25,300 | 36.62 | 03/14/2032 | - | - | - | - | | | 03/14/2023 (6) | - | - | - | | 5,100 | 391,017 | - | - | | | 03/14/2023 (7) | - | - | - | | - | - | 27,200 | 2,085,424 | | | 03/14/2023 (1) | 13,332 | 6,668 | 50.82 | 03/14/2033 | - | - | - | - | | | 03/14/2023 (5) | 4,998 | 15,000 | 50.82 | 03/14/2033 | - | - | - | - | | | 03/14/2024 (6) | - | - | - | | 5,400 | 414,018 | - | - | | | 03/14/2024 (7) | - | - | - | | - | - | 24,000 | 1,840,080 | | | 03/14/2024 (5) | 1,800 | 16,200 | 60.30 | 03/14/2034 | - | - | - | - | | | 03/14/2025 (8) | - | - | - | | 7,000 | 536,690 | - | - | | | 03/14/2025 (7) | - | - | - | | - | - | 28,000 | 2,146,760 | | | 03/14/2025 (9) | - | 21,000 | 55.09 | 03/14/2035 | - | - | - | - |
2025 Outstanding Equity Awards at Fiscal Year-End Table
| Guy P. Carling | 03/12/2021 (6) | - | - | - | | 1,680 | 128,806 | - | - | | | 03/12/2021 (5) | - | 6,000 | 44.47 | 03/12/2031 | - | - | - | - | | | 03/14/2022 (6) | - | - | - | | 7,480 | 573,492 | - | - | | | 03/14/2022 (5) | - | 25,300 | 36.62 | 03/14/2032 | - | - | - | - | | | 03/14/2023 (6) | - | - | - | | 5,100 | 391,017 | - | - | | | 03/14/2023 (7) | - | - | - | | - | - | 27,200 | 2,085,424 | | | 03/14/2023 (1) | 5,000 | 15,000 | 50.82 | 03/14/2033 | - | - | - | - | | | 03/14/2023 (5) | - | 6,668 | 50.82 | 03/14/2033 | - | - | - | - | | | 03/14/2024 (6) | - | - | - | | 5,400 | 414,018 | - | - | | | 03/14/2024 (7) | - | - | - | | - | - | 24,000 | 1,840,080 | | | 03/14/2024 (5) | 1,800 | 16,200 | 60.30 | 03/14/2034 | - | - | - | - | | | 03/14/2025 (8) | - | - | - | | 7,000 | 536,690 | - | - | | | 03/14/2025 (7) | - | - | - | | - | - | 28,000 | 2,146,760 | | | 03/14/2025 (9) | - | 21,000 | 55.09 | 03/14/2035 | - | - | - | - | | Rob L. Gehring | 09/03/2024 (2) | - | - | - | | 20,000 | 1,533,400 | - | - | | | 03/14/2025 (8) | - | - | - | | 4,500 | 345,015 | - | - | | | 03/14/2025 (7) | - | - | - | | - | - | 18,000 | 1,380,060 | | | 03/14/2025 (9) | - | 14,000 | 55.09 | 03/14/2035 | - | - | - | - |
2025 Outstanding Equity Awards at Fiscal Year-End Table
| (1) Award of stock options in this row has vested, or, to the extent not yet vested, is subject to vest, in three, equal (or substantially equal) one-third annual installments on the first three anniversaries of the grant date, subject to continuous employment. | | (2) Award of RSUs in this row is subject to vest in three, equal (or substantially equal) one-third annual installments on the first three anniversaries of the grant date, subject to continuous employment. | | (3) Award of PSUs in this column represent the issuable number of PSUs granted under the 2020 Omnibus Incentive Plan, assuming the applicable actual or maximum level of performance is achieved and all NEOs remained continuously employed through the applicable vesting date. Award of PSUs in this column are eligible to vest subject to the achievement of pre-established EPS goals during each applicable performance period (the three-year period beginning on January 1, 2023 and ending on December 31, 2025 (the “2023 PSU Awards”), the three-year period beginning on January 1, 2024 and ending on December 31, 2026 (the “2024 PSU Awards”), and the three-year period beginning on January 1, 2025 and ending on December 31, 2027 (the “2025 PSU Awards”), respectively), which goals are subject to certain adjustments, and continuous employment through each applicable performance period. | | (4) Represents the value of unvested PSUs using the closing price of our Common Stock on December 31, 2025 ($76.67), assuming achievement as follows for each applicable performance period: actual level of performance for the 2023 PSU Awards and maximum level of performance for the 2024 PSU Awards and 2025 PSU Awards. | | (5) Award of stock options in this row has vested, or, to the extent not yet vested, is subject to vest, in five annual installments with 10% vesting on the first anniversary of the grant date, 15% vesting on the second anniversary of the grant date, 20% vesting on the third anniversary of the grant date, 25% vesting on the fourth anniversary of the grant date and 30% vesting on the fifth anniversary of the grant date, subject to continuous employment. | | (6) Award of RSUs in this row is subject to vest in five annual installments with 10% vesting on the first anniversary of the grant date, 15% vesting on the second anniversary of the grant date, 20% vesting on the third anniversary of the grant date, 25% vesting on the fourth anniversary of the grant date and 30% vesting on the fifth anniversary of the grant date, subject to continuous employment. | | (7) Award of PSUs are scheduled to vest in one installment following the achievement of the performance criteria in the applicable performance period, subject to continuous employment. | | (8) Award of RSUs in this row is subject to vest in four, equal (or substantially equal) one-fourth annual installments on the first four anniversaries of the grant date, subject to continuous employment. | | (9) Award of stock options in this row has vested, or, to the extent not yet vested, is subject to vest, in four, equal (or substantially equal) one-fourth annual installments on the first four anniversaries of the grant date, subject to continuous employment. |
2025 Option Exercises and Stock Vested Table
2025 Option Exercises and Stock Vested Table The following table summarizes exercise of stock options and stock vested by our NEOs during the Company’s fiscal year ended December 31, 2025.
2025 Option Exercises and Stock Vested Table
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2)(3) | | Hilton H. Schlosberg | 634,428 | 31,582,202 | 238,561 | 13,142,325 | | Rodney C. Sacks | 1,245,428 | 58,186,857 | 238,561 | 13,142,325 | | Thomas J. Kelly | 24,000 | 513,029 | 14,934 | 822,714 | | Emelie C. Tirre | 103,318 | 2,691,952 | 34,420 | 1,892,082 | | Guy P. Carling | 75,438 | 1,969,270 | 34,420 | 1,892,082 | | Rob L. Gehring | - | - | 10,000 | 635,100 |
2025 Option Exercises and Stock Vested Table
| (1) The value realized upon the exercise of the stock options reflects the number of options multiplied by the difference between the closing stock price of our Common Stock on the date of the exercise and the exercise price of the options. |
2025 Option Exercises and Stock Vested Table
| (2) The value realized upon vesting of the RSU awards represents the number of shares of our Common Stock underlying such RSU awards multiplied by the closing stock price of our Common Stock on the date the awards vested. |
2025 Option Exercises and Stock Vested Table
| (3) The value realized upon vesting of the 2022 PSU Awards granted under the 2020 Omnibus Incentive Plan represents the number of shares of our Common Stock underlying such PSU awards, multiplied by the closing stock price of our Common Stock on March 14, 2025 ($55.09), the date the shares underlying such PSU awards were released. |
Pension Benefits
Pension Benefits We do not maintain or make contributions to a defined benefit plan for any of our NEOs.
2025 Non-Qualified Deferred Compensation Table
2025 Non-Qualified Deferred Compensation Table The following table summarizes the contributions, earnings and withdrawals by our NEOs during the Company’s fiscal year ended December 31, 2025. For additional details regarding the Deferred Compensation Plan, see “Compensation Discussion and Analysis - Deferred Compensation Plan.”
2025 Non-Qualified Deferred Compensation Table
| Name | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY ($)(2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($)(3) | | Hilton H. Schlosberg | 557,080 | - | 399,414 | - | 4,268,644 | | Rodney C. Sacks | - | - | - | - | - | | Thomas J. Kelly | - | - | - | - | - | | Emelie C. Tirre | - | - | - | - | - | | Guy P. Carling | - | - | - | - | - | | Rob L. Gehring | 78,000 | - | 7,464 | - | 85,464 |
2025 Non-Qualified Deferred Compensation Table
| (1) All contributions shown are included in the “Salary” column of the 2025 Summary Compensation Table. |
2025 Non-Qualified Deferred Compensation Table
| (2) The amount reported in the earnings column above is not reported as compensation in the Summary Compensation Table because the applicable earnings rate was not in excess of market rates. |
2025 Non-Qualified Deferred Compensation Table
| (3) With respect to Mr. Schlosberg, amount includes amounts previously reported in the Summary Compensation Table for years prior to 2025 as “Salary” in the following aggregate amount: $2,951,031. The information in this footnote is |
2025 Non-Qualified Deferred Compensation Table
provided to clarify the extent to which amounts payable as deferred compensation represent compensation reported in our prior proxy statements, rather than additional currently earned compensation.
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control We have entered into certain agreements and maintain certain plans that may require us to make certain payments and/or provide certain benefits to our NEOs in the event of a termination of their employment or a change of control. The following tables and narrative disclosure summarize the payments to each of our NEOs assuming that one of the events listed in the tables below occurs. The tables assume that the event occurred on December 31, 2025, the last day of our most recently completed fiscal year.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The following table sets forth a summary of the compensation paid to our non-employee directors and Mr. Hall (an employee director) during the fiscal year ended December 31, 2025.
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Option Awards ($)(4) | All Other Compensation ($)(5) | Total ($) | | Ana Demel | - | 261,876 | - | - | 261,876 | | James L. Dinkins | 85,000 | 175,020 | - | - | 260,020 | | William W. Douglas III | 90,000 | 175,020 | - | - | 265,020 | | Gary P. Fayard (6) | - | 82,561 | - | - | 82,561 | | Mark J. Hall (5) | - | - | - | 965,306 | 965,306 | | Tiffany M. Hall | 44,375 | 218,513 | - | - | 262,888 | | Jeanne P. Jackson | - | 267,466 | - | - | 267,466 | | Steven G. Pizula | 127,500 | 175,020 | - | - | 302,520 | | Mark S. Vidergauz | 195,000 | 175,020 | - | - | 370,020 |
DIRECTOR COMPENSATION
| (1) The amounts reported in this column reflect the cash fees earned by each non-employee director in 2025. Cash fees deferred and received in the form of deferred stock units are included in the “Stock Awards” column of this Director Compensation Table. |
DIRECTOR COMPENSATION
| (2) The amounts reported in this column are valued based on the aggregate grant date fair value computed in accordance with ASC Topic 718. The assumptions used in the valuation of equity awards are disclosed in Note 13 to the Audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. The non-employee directors held the following numbers of outstanding deferred stock units as of December 31, |
DIRECTOR COMPENSATION
2025: Ms. Demel, 16,506; Mr. Dinkins, 0; Mr. Douglas, 0; Mr. Fayard, 53,531; Ms. Hall, 13,562; Ms. Jackson, 34,614; Mr. Pizula, 23,800; and Mr. Vidergauz, 0. Each non-employee director (other than Messrs. Dinkins and Vidergauz) elected to defer the entire portion of their respective June 13, 2024 grants of RSUs, which vested on June 11, 2025. Ms. Demel, Mr. Fayard, Ms. Hall and Ms. Jackson elected to defer all or a portion of their 2025 cash compensation into deferred stock units, as reflected in further detail in the table below.
DIRECTOR COMPENSATION
| Name | Grant Date of Deferred Stock Units | Number of Deferred Stock Units (#) | Grant Date Fair Value of Deferred Stock Units ($) | | Ana Demel | 01/08/2025 04/07/2025 07/08/2025 10/07/2025 | 412 372 345 339 | 21,259 21,245 21,249 23,103 | | Gary P. Fayard | 01/08/2025 04/07/2025 07/08/2025 | 533 482 447 | 27,503 27,527 27,531 | | Tiffany M. Hall | 01/08/2025 04/07/2025 07/08/2025 10/07/2025 | 206 186 173 170 | 10,630 10,622 10,655 11,586 | | Jeanne P. Jackson | 01/08/2025 04/07/2025 07/08/2025 10/07/2025 | 448 405 375 339 | 23,117 23,130 23,096 23,103 |
DIRECTOR COMPENSATION
| (3) The non-employee directors held the following numbers of RSUs as of December 31, 2025: Ms. Demel, 2,748; Mr. Dinkins, 2,748; Mr. Douglas, 2,748; Mr. Fayard, 0; Ms. Hall, 2,748; Ms. Jackson, 2,748; Mr. Pizula, 2,748; and Mr. Vidergauz, 2,748. For those non-employee directors who held RSUs as of December 31, 2025, such RSUs were granted on June 13, 2025 and will vest on the last business day prior to the Annual Meeting. The aggregate grant date fair value for each such grant of RSUs was approximately $175,020, which amount, as applicable, is reflected in this column. Each RSU represents either (i) a contingent right to receive one share of Common Stock or (ii) a cash amount equal to the number of shares received as of the vesting date (the last business day prior to the Annual Meeting). |
DIRECTOR COMPENSATION
| (4) The non-employee directors held no outstanding stock options as of December 31, 2025. |
DIRECTOR COMPENSATION
| (5) Mr. Hall received no compensation as a director in 2025. As an employee of MEC, in 2025, Mr. Hall received a base salary of $870,000, an automobile allowance of $7,984, a 401(k) match of $7,852, payment of benefits premiums of $24,951, a personal equipment allowance of $598, and a housing and utilities allowance of $53,921. Mr. Hall held 150,000 outstanding stock options as of December 31, 2025. |
DIRECTOR COMPENSATION
| (6) Mr. Fayard did not stand for re-election and retired from the Board, effective as of the Company’s 2025 annual shareholder meeting. |
DIRECTOR COMPENSATION
In 2025, non-employee directors were entitled to receive an annual cash retainer of $85,000. Except for committee chairs, members of the Audit Committee received an additional annual cash retainer of $10,000 and members of the Compensation Committee and the Nominating and Corporate Governance Committee received an additional annual retainer of $7,500. The chairman of the Audit Committee received an additional annual retainer of $25,000 and the chairs of the Compensation Committee and the Nominating and Corporate Governance Committee each received an additional annual cash retainer of $22,500. The Lead Independent Director received an additional annual cash retainer of $40,000. In 2025, non-employee directors were entitled to receive an annual equity retainer of approximately $175,000, delivered in the form of RSUs that generally vest one day prior to the immediately following annual meeting. As described below under “Non-Employee Directors Equity Compensation Plans,” RSUs may be deferred under the Deferred Compensation Plan for Non-Employee Directors. Further, non-employee directors are subject to stock ownership guidelines.
CEO PAY RATIO
CEO PAY RATIO Pursuant to Item 402(u) of Regulation S-K and Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Company is required to provide the ratio of the annual total compensation of Mr. Schlosberg, who served as the Company’s Chief Executive Officer in 2025, to the annual total compensation of the median employee of the Company for 2025. To identify, and to determine the annual total compensation of, the median employee in 2025 we used the following methodology:
CEO PAY RATIO
| ● | As of December 31, 2025, we employed 6,891 employees globally. | | ● | We collected payroll data of all active full-time and part-time employees globally as of December 31, 2025, which is also the date the Company selected for identifying its median employee. | | ● | We applied a six-month average exchange rate from July 1, 2025 through December 31, 2025, to convert all international currencies into U.S. dollars. | | ● | We used total cash compensation as of December 31, 2025 which includes base pay, bonus and other prevalent local allowances in certain foreign countries, as our consistently applied |
CEO PAY RATIO
| | compensation measure, which we believe reasonably reflects the annual compensation of our employees (given the limited number of employees who receive equity awards) and consistently applies to all of our employees. | | ● | We annualized total cash compensation for full-time and part-time employees who were hired in 2025. | | ● | Using this methodology, we determined that the median employee was an exempt, full-time employee located in the U.S. with an annual total compensation of $88,521 for 2025, calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, which is the same manner in which Mr. Schlosberg’s annual total compensation was calculated in the Summary Compensation Table. |
CEO PAY RATIO
As reported in the Summary Compensation Table, Mr. Schlosberg’s annual total compensation for 2025 was $19,282,630, and the median annual total compensation of all employees of the Company and its subsidiaries (other than Mr. Schlosberg) was $88,521. Based on this information, for 2025, the ratio of the compensation of Mr. Schlosberg to the median annual total compensation of all other employees (other than Mr. Schlosberg) was estimated to be 218:1. Because the SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, exemptions, estimates and assumptions, the above disclosure may not be comparable to the pay ratio reported by other companies and is only a reasonable estimate.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE The following tables and related disclosures have been prepared in accordance with the SEC’s pay versus performance rules in Item 402(v) of Regulation S-K of the Exchange Act (“Item 402(v)”) and provide information about (i) the total compensation (“SCT Total”) of our principal executive officers (“PEOs”) and our non-PEO NEOs (collectively, the “Non-PEO NEOs”) as presented in the Summary Compensation Table on page 33, (ii) the “compensation actually paid” (“CAP”) to our PEOs and our Non-PEO NEOs, as calculated pursuant to Item 402(v), (iii) certain financial performance measures, and (iv) the relationship of the CAP to those financial performance measures. The below tables and disclosures do not necessarily reflect value actually realized by the NEOs or how the Compensation Committee evaluates compensation decisions in light of the Company’s performance or individual performance.
PAY VERSUS PERFORMANCE
| | Summary | Summary | Compensation | Compensation | Average | Average | Value of Fixed $100 Investment Based on: | | | Adjusted Operating | | Year | Compensation Table Total for PEO Hilton H. Schlosberg ($)(1) | Compensation Table Total for Former PEO Rodney C. Sacks ($)(1) | Actually Paid to PEO Hilton H. Schlosberg ($)(1) | Actually Paid to Former PEO Rodney C. Sacks ($)(1) | Summary Compensation Table Total for Non-PEO NEOs ($)(1) | Compensation Actually Paid to Non-PEO NEOs ($)(1) | Total Shareholder Return ($)(2) | Peer Group Total Shareholder Return ($)(3) | Net Income (In Thousands) ($) | Income (Non- GAAP) (In Thousands) ($)(4) | | 2025 | 19,282,630 | 13,845,537 | 56,281,111 | 45,275,425 | 3,307,908 | 6,931,572 | 166 | 124 | 1,905,432 | 2,522,215 | | 2024 | 16,868,040 | 17,709,651 | 18,038,891 | 18,880,502 | 2,561,361 | 2,281,797 | 114 | 120 | 1,509,048 | 2,127,143 | | 2023 | 17,805,908 | 17,875,482 | 23,904,895 | 23,974,469 | 3,182,634 | 4,210,627 | 125 | 120 | 1,630,988 | 2,012,539 | | 2022 | 15,394,400 | 15,417,084 | 20,033,195 | 20,055,879 | 2,837,541 | 3,565,950 | 110 | 123 | 1,191,624 | 1,685,745 | | 2021 | 16,686,528 | 16,707,577 | 18,121,808 | 18,142,857 | 2,013,059 | 1,961,241 | 104 | 116 | 1,377,475 | 1,816,831 |
PAY VERSUS PERFORMANCE
| (1) For 2025, our PEOs were Hilton H. Schlosberg and Rodney C. Sacks, and our Non-PEO NEOs were Thomas J. Kelly, Emelie C. Tirre, Guy P. Carling and Rob L. Gehring. Mr. Sacks was no longer a PEO effective June 13, 2025. For 2024, 2023, 2022 and 2021, our PEOs were Hilton H. Schlosberg and Rodney C. Sacks, and our Non-PEO NEOs were Thomas J. Kelly, Emelie C. Tirre and Guy P. Carling. |
PAY VERSUS PERFORMANCE
| (2) The amounts represent an initial value of $100 on December 31, 2020 at the end of the fiscal years ended December 31, 2021 through 2025 and assumes that all dividends (if applicable) were reinvested. |
PAY VERSUS PERFORMANCE
| (3) The amounts represent an initial value of $100 into the Company’s peer group on a market capitalization weighted basis on December 31, 2020 at the end of the fiscal years ended December 31, 2021 through 2025 and assumes that all dividends (if applicable) were reinvested. The Company’s self-selected peer group is as described in Part II, Item 5 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 27, 2026, which is comprised of TCCC, Keurig Dr. Pepper Inc., Constellation Brands, Inc., Molson Coors Beverage Company and PepsiCo, Inc. |
PAY VERSUS PERFORMANCE
| (4) The Company has elected to present adjusted operating income, as the Company-selected measure to assist in understanding the changes in CAP over the fiscal years presented. For a reconciliation of adjusted operating income to operating income, the most directly comparable GAAP financial measure, see Appendix A. |
PAY VERSUS PERFORMANCE
A reconciliation of adjustments from SCT Total to CAP for our PEOs and Non-PEO NEOs is presented in the table below. For purposes of this reconciliation, because the Company historically has not paid dividends, no adjustment was made for the amount of any dividends or other earnings for any unvested stock awards on which dividends or other earnings were paid during any applicable fiscal year that were not otherwise included in the total compensation column of the SCT for the applicable fiscal year.
PAY VERSUS PERFORMANCE
| | PEO/ | SCT Total | (a) | (b) | (c) | (d) | (e) | (f) | (g) | CAP Amounts | | Year | Non-PEO NEOs | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | | PEO Hilton H. Schlosberg | 19,282,630 | (14,180,811) | 30,805,900 | 13,440,902 | - | 6,932,490 | - | - | 56,281,111 | | 2025 | Former PEO Rodney C. Sacks | 13,845,537 | (9,429,467) | 20,485,963 | 13,440,902 | - | 6,932,490 | - | - | 45,275,425 | | | Non-PEO NEOs* | 3,307,908 | (1,301,343) | 2,810,417 | 1,659,845 | - | 454,745 | - | - | 6,931,572 | | | PEO Hilton H. Schlosberg | 16,868,040 | (14,055,685) | 11,601,946 | 4,772,335 | - | (1,147,745) | - | - | 18,038,891 | | 2024 | Former PEO Rodney C. Sacks | 17,709,651 | (14,055,685) | 11,601,946 | 4,772,335 | - | (1,147,745) | - | - | 18,880,502 | | | Non-PEO NEOs* | 2,561,361 | (1,252,134) | 1,027,936 | 57,972 | - | (113,338) | - | - | 2,281,797 | | | PEO Hilton H. Schlosberg | 17,805,908 | (13,746,659) | 15,916,007 | 2,873,972 | - | 1,055,667 | - | - | 23,904,895 | | 2023 | Former PEO Rodney C. Sacks | 17,875,482 | (13,746,659) | 15,916,007 | 2,873,972 | - | 1,055,667 | - | - | 23,974,469 | | | Non-PEO NEOs* | 3,182,634 | (1,490,600) | 1,750,353 | 581,262 | - | 186,978 | - | - | 4,210,627 | | | PEO Hilton H. Schlosberg | 15,394,400 | (13,563,286) | 21,055,402 | 1,634,689 | - | (4,488,010) | - | - | 20,033,195 | | 2022 | Former PEO Rodney C. Sacks | 15,417,084 | (13,563,286) | 21,055,402 | 1,634,689 | - | (4,488,010) | - | - | 20,055,879 | | | Non-PEO NEOs* | 2,837,541 | (1,655,774) | 2,583,986 | 414,736 | - | (614,539) | - | - | 3,565,950 | | | PEO Hilton H. Schlosberg | 16,686,528 | (13,529,221) | 14,649,088 | 1,006,176 | - | (690,763) | - | - | 18,121,808 | | 2021 | Former PEO Rodney C. Sacks | 16,707,577 | (13,529,221) | 14,649,088 | 1,006,176 | - | (690,763) | - | - | 18,142,857 | | | Non-PEO NEOs* | 2,013,059 | (841,200) | 909,252 | 217,845 | - | (337,715) | - | - | 1,961,241 |
PAY VERSUS PERFORMANCE
| * Amounts presented are averages for the entire group of Non-PEO NEOs in each respective year. | | (a) (Deduct): Aggregate value for stock awards and option awards included in SCT for the covered fiscal year. | | (b) Add: Fair value at year end of stock awards and option awards granted during the covered fiscal year that were outstanding and unvested at the covered fiscal year end. | | (c) Add (Deduct): The change in fair value (whether positive or negative) at the covered fiscal year end of stock awards and option awards granted in any prior fiscal year that were outstanding and unvested at the covered fiscal year end, as measured from the end of the prior fiscal year. | | (d) Add: Vesting date fair value of stock awards and option awards granted and vested during the covered fiscal year. | | (e) Add (Deduct): Change as of the vesting date (from the end of the prior fiscal year) in fair value (whether positive or negative) of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered fiscal year. | | (f) Deduct: Fair value at the applicable fiscal year end of stock awards and option awards that were granted in any prior fiscal year that did not vest during the covered fiscal year by failing to satisfy the relevant vesting conditions for the applicable stock award or option award. | | (g) Add: Dividends or other earnings paid on stock awards or option awards in the covered fiscal year prior to vesting if not otherwise included in the SCT Total for the covered fiscal year. |
PAY VERSUS PERFORMANCE
The following table lists the financial performance measures that, in the Company’s assessment, represent the most important performance measures used to link CAP for our NEOs to Company performance for 2025. We determined adjusted operating income to be the most important financial performance measure used to link the Company’s performance to CAP to our PEOs and Non-PEO NEOs in 2025. We may determine different financial performances to be the most important financial performance in future years.
PAY VERSUS PERFORMANCE
| Financial Performance Measures | | Adjusted operating income | | Adjusted diluted EPS |
PAY VERSUS PERFORMANCE
For a reconciliation of adjusted diluted EPS to diluted EPS, the most directly comparable GAAP financial measure, see Appendix A. The graphs below show the relationship of CAP to our PEOs and Non-PEO NEOs to (i) the Company’s adjusted operating income (non-GAAP), (ii) cumulative TSR of both the Company and the peer group as described in Part II, Item 5 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 27, 2026 and (iii) the Company’s net income. CAP, as calculated in accordance with Item 402(v), reflects, among others, adjustments to the fair value of equity awards during the fiscal years presented. Factors impacting the fair value of equity awards include the price of the Company’s common stock at fiscal year end, as well as the projected and actual achievement of performance goals.