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Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure [Table]      
Pay vs Performance [Table Text Block]

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 “Other NEOs”) as presented in the Summary Compensation Table on page 34, (ii) the “compensation actually paid” (“CAP”) to our PEOs and our Other 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.

 

Year

Summary
Compensation
Table Total
for PEO
Rodney C.
Sacks
($)(1)

Summary
Compensation
Table Total

for PEO
Hilton H.
Schlosberg
($)(1)

Compensation
Actually

Paid to

PEO

Rodney C.

Sacks

($)(1)

Compensation
Actually

Paid to

PEO

Hilton H.

Schlosberg

($)(1)

Average
Summary
Compensation
Table Total

for

Other NEOs

($)(1)

Average
Compensation
Actually

Paid to

Other NEOs

($)(1)

Value of Fixed $100
Investment Based on:

Net Income

(In
Thousands)

($)

Adjusted
Operating
Income

(Non-
GAAP)

(In
Thousands)

($)(4)

Total
Shareholder
Return

($)(2)

Peer

Group Total
Shareholder
Return

($)(3)

2022 15,417,084 15,394,400 20,055,879 20,033,195 2,837,541 3,565,950 160 133 1,191,624 1,685,745
2021 16,707,577 16,686,528 18,142,857 18,121,808 2,013,059 1,961,241 151 124 1,377,475 1,816,831
2020 15,563,685  – 30,359,411  – 5,533,947 12,225,985 146 107 1,409,594 1,621,482

 

(1)For 2022 and 2021, our PEOs were Rodney C. Sacks and Hilton H. Schlosberg and our Other NEOs were Thomas J. Kelly, Guy P. Carling and Emelie C. Tirre. For 2020, our PEO was Rodney C. Sacks and our Other NEOs were Hilton H. Schlosberg, Thomas J. Kelly, Guy P. Carling and Emelie C. Tirre.

 

(2)The amounts represent an initial value of $100 on December 31, 2019 at the end of the fiscal years ended December 31, 2020, December 31, 2021 and December 31, 2022 and assumes that all dividends (if applicable) were reinvested.

 

(3)The amounts represent an initial value of $100 into the Company’s peer group on a market capitalization weighted basis on December 31, 2019 at the end of the fiscal years ended December 31, 2020, December 30, 2021 and December 31, 2022 and assumes that all dividends (if applicable) were reinvested. The Company’s current self-selected peer group (i.e., for the year ended December 31, 2022) is the “New Peer Group” as described in Part II, Item 5 of our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 1, 2023, which is comprised of TCCC, Dr. Pepper Snapple Group, Inc. (through July 9, 2018), Keurig Dr. Pepper Inc. (after July 10, 2018), Constellation Brands, Inc., Molson Coors Beverage Company and PepsiCo, Inc. The Company’s former self-selected peer group (i.e., for the years ended December 31, 2021 and December 31, 2020) is comprised of TCCC, Dr. Pepper Snapple Group, Inc. (through July 9, 2018), Keurig Dr. Pepper Inc. (after July 10, 2018), National Beverage Corporation, Jones Soda Company and PepsiCo, Inc. The Company removed National Beverage Corporation and Jones Soda Company from its peer group and added Constellation Brands, Inc. and Molson Coors Beverage Company to its peer group, as such latter companies have higher market capitalizations and because the Company has recently entered the alcohol beverage industry. The Peer Group TSR for each of the 2022 peer group and 2021 and 2020 peer groups would have been as follows:

 

  2022 2021 2020
2022 Peer Group 133 124 107
2021 and 2020 Peer Group 134 124 107

 

(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.

 

A reconciliation of adjustments from SCT Total to CAP for our PEOs and Other NEOs is presented in the table below.

 

Adjustments 2022 2021 2020

PEO

Rodney C.
Sacks

($)

PEO

Hilton H.
Schlosberg

($)

Other

NEOs*

($)

PEO

Rodney C.
Sacks

($)

PEO

Hilton H.

Schlosberg

($)

Other

NEOs*

($)

PEO

Rodney C.

Sacks

($)

Other

NEOs*

($)

SCT Total 15,417,084 15,394,400 2,837,541 16,707,577 16,686,528 2,013,059 15,563,685 5,533,947
(a) (13,563,286) (13,563,286) (1,655,774) (13,529,221) (13,529,221) (841,200) (12,505,247) (3,884,582)
(b) 21,055,402 21,055,402 2,583,986 14,649,088 14,649,088 909,252 18,651,286 5,810,737
(c) 1,634,689 1,634,689 414,736 1,006,176 1,006,176 217,845 8,507,694 4,361,150
(d) - - - - - - 2,370,447 823,812
(e) (4,488,010) (4,488,010) (614,539) (690,763) (690,763) (337,715) (2,228,454) (419,079)
CAP amounts 20,055,879 20,033,195 3,565,950 18,142,857 18,121,808 1,961,241 30,359,411 12,225,985

* Amounts presented are averages for the entire group of Other 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 awards granted during the covered fiscal year that were outstanding and unvested at the covered fiscal year end.
  
(c)Add (Deduct): Year-over-year change in fair value at covered fiscal year end of awards granted in any prior fiscal year that were outstanding and unvested at the covered fiscal year end.
  
(d)Add: Vesting date fair value of 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 of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered fiscal year.
   
Company Selected Measure Name Adjusted Operating Income    
Named Executive Officers, Footnote [Text Block]
(1)For 2022 and 2021, our PEOs were Rodney C. Sacks and Hilton H. Schlosberg and our Other NEOs were Thomas J. Kelly, Guy P. Carling and Emelie C. Tirre. For 2020, our PEO was Rodney C. Sacks and our Other NEOs were Hilton H. Schlosberg, Thomas J. Kelly, Guy P. Carling and Emelie C. Tirre.

 

   
Peer Group Issuers, Footnote [Text Block]
(3)The amounts represent an initial value of $100 into the Company’s peer group on a market capitalization weighted basis on December 31, 2019 at the end of the fiscal years ended December 31, 2020, December 30, 2021 and December 31, 2022 and assumes that all dividends (if applicable) were reinvested. The Company’s current self-selected peer group (i.e., for the year ended December 31, 2022) is the “New Peer Group” as described in Part II, Item 5 of our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 1, 2023, which is comprised of TCCC, Dr. Pepper Snapple Group, Inc. (through July 9, 2018), Keurig Dr. Pepper Inc. (after July 10, 2018), Constellation Brands, Inc., Molson Coors Beverage Company and PepsiCo, Inc. The Company’s former self-selected peer group (i.e., for the years ended December 31, 2021 and December 31, 2020) is comprised of TCCC, Dr. Pepper Snapple Group, Inc. (through July 9, 2018), Keurig Dr. Pepper Inc. (after July 10, 2018), National Beverage Corporation, Jones Soda Company and PepsiCo, Inc. The Company removed National Beverage Corporation and Jones Soda Company from its peer group and added Constellation Brands, Inc. and Molson Coors Beverage Company to its peer group, as such latter companies have higher market capitalizations and because the Company has recently entered the alcohol beverage industry. The Peer Group TSR for each of the 2022 peer group and 2021 and 2020 peer groups would have been as follows:

 

  2022 2021 2020
2022 Peer Group 133 124 107
2021 and 2020 Peer Group 134 124 107

 

   
Adjustment To PEO Compensation, Footnote [Text Block]

A reconciliation of adjustments from SCT Total to CAP for our PEOs and Other NEOs is presented in the table below.

 

Adjustments 2022 2021 2020

PEO

Rodney C.
Sacks

($)

PEO

Hilton H.
Schlosberg

($)

Other

NEOs*

($)

PEO

Rodney C.
Sacks

($)

PEO

Hilton H.

Schlosberg

($)

Other

NEOs*

($)

PEO

Rodney C.

Sacks

($)

Other

NEOs*

($)

SCT Total 15,417,084 15,394,400 2,837,541 16,707,577 16,686,528 2,013,059 15,563,685 5,533,947
(a) (13,563,286) (13,563,286) (1,655,774) (13,529,221) (13,529,221) (841,200) (12,505,247) (3,884,582)
(b) 21,055,402 21,055,402 2,583,986 14,649,088 14,649,088 909,252 18,651,286 5,810,737
(c) 1,634,689 1,634,689 414,736 1,006,176 1,006,176 217,845 8,507,694 4,361,150
(d) - - - - - - 2,370,447 823,812
(e) (4,488,010) (4,488,010) (614,539) (690,763) (690,763) (337,715) (2,228,454) (419,079)
CAP amounts 20,055,879 20,033,195 3,565,950 18,142,857 18,121,808 1,961,241 30,359,411 12,225,985

* Amounts presented are averages for the entire group of Other 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 awards granted during the covered fiscal year that were outstanding and unvested at the covered fiscal year end.
  
(c)Add (Deduct): Year-over-year change in fair value at covered fiscal year end of awards granted in any prior fiscal year that were outstanding and unvested at the covered fiscal year end.
  
(d)Add: Vesting date fair value of 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 of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered fiscal year.
   
Non-PEO NEO Average Total Compensation Amount $ 2,837,541 $ 2,013,059 $ 5,533,947
Non-PEO NEO Average Compensation Actually Paid Amount $ 3,565,950 1,961,241 12,225,985
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]

A reconciliation of adjustments from SCT Total to CAP for our PEOs and Other NEOs is presented in the table below.

 

Adjustments 2022 2021 2020

PEO

Rodney C.
Sacks

($)

PEO

Hilton H.
Schlosberg

($)

Other

NEOs*

($)

PEO

Rodney C.
Sacks

($)

PEO

Hilton H.

Schlosberg

($)

Other

NEOs*

($)

PEO

Rodney C.

Sacks

($)

Other

NEOs*

($)

SCT Total 15,417,084 15,394,400 2,837,541 16,707,577 16,686,528 2,013,059 15,563,685 5,533,947
(a) (13,563,286) (13,563,286) (1,655,774) (13,529,221) (13,529,221) (841,200) (12,505,247) (3,884,582)
(b) 21,055,402 21,055,402 2,583,986 14,649,088 14,649,088 909,252 18,651,286 5,810,737
(c) 1,634,689 1,634,689 414,736 1,006,176 1,006,176 217,845 8,507,694 4,361,150
(d) - - - - - - 2,370,447 823,812
(e) (4,488,010) (4,488,010) (614,539) (690,763) (690,763) (337,715) (2,228,454) (419,079)
CAP amounts 20,055,879 20,033,195 3,565,950 18,142,857 18,121,808 1,961,241 30,359,411 12,225,985

* Amounts presented are averages for the entire group of Other 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 awards granted during the covered fiscal year that were outstanding and unvested at the covered fiscal year end.
  
(c)Add (Deduct): Year-over-year change in fair value at covered fiscal year end of awards granted in any prior fiscal year that were outstanding and unvested at the covered fiscal year end.
  
(d)Add: Vesting date fair value of 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 of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered fiscal year.
   
Compensation Actually Paid vs. Total Shareholder Return [Text Block]

 

   
Compensation Actually Paid vs. Net Income [Text Block]
   
Compensation Actually Paid vs. Company Selected Measure [Text Block]

   
Tabular List [Table Text Block]

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 2022. 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 2022. We may determine different financial performances to be the most important financial performance in future years.

 

Financial Performance Measures
Adjusted operating income
Adjusted diluted EPS
   
Total Shareholder Return Amount $ 160 151 146
Peer Group Total Shareholder Return Amount 133 124 107
Net Income (Loss) $ 1,191,624,000 $ 1,377,475,000 $ 1,409,594,000
Company Selected Measure Amount 1,685,745,000 1,816,831,000 1,621,482,000
Peer Group 2022 $ 133 $ 124 $ 107
Peer Group 2021 and 2020 $ 134 124 107
Measure [Axis]: 1      
Pay vs Performance Disclosure [Table]      
Measure Name Adjusted operating income    
Non-GAAP Measure Description [Text Block]
(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.

 

   
Measure [Axis]: 2      
Pay vs Performance Disclosure [Table]      
Measure Name Adjusted diluted EPS    
Rodney C. Sacks [Member]      
Pay vs Performance Disclosure [Table]      
PEO Total Compensation Amount $ 15,417,084 16,707,577 15,563,685
PEO Actually Paid Compensation Amount $ 20,055,879 $ 18,142,857 $ 30,359,411
PEO Name Rodney C. Sacks Rodney C. Sacks Rodney C. Sacks
Rodney C. Sacks [Member] | Equity Awards Value In Summary Compensation Table (Grant Date Value) [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ (13,563,286) $ (13,529,221) $ (12,505,247)
Rodney C. Sacks [Member] | Equity Award Adjustment of Fair Value at Year End of Awards Granted During the Covered Fiscal Year that Were Outstanding and Unvested [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 21,055,402 14,649,088 18,651,286
Rodney C. Sacks [Member] | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 1,634,689 1,006,176 8,507,694
Rodney C. Sacks [Member] | Change In Fair Value As Of Vesting Date Of Awards Vested During Current Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount     2,370,447
Rodney C. Sacks [Member] | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (4,488,010) (690,763) (2,228,454)
Hilton H. Schlosberg [Member]      
Pay vs Performance Disclosure [Table]      
PEO Total Compensation Amount 15,394,400 16,686,528  
PEO Actually Paid Compensation Amount $ 20,033,195 $ 18,121,808  
PEO Name Hilton H. Schlosberg Hilton H. Schlosberg  
Hilton H. Schlosberg [Member] | Equity Awards Value In Summary Compensation Table (Grant Date Value) [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ (13,563,286) $ (13,529,221)  
Hilton H. Schlosberg [Member] | Equity Award Adjustment of Fair Value at Year End of Awards Granted During the Covered Fiscal Year that Were Outstanding and Unvested [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 21,055,402 14,649,088  
Hilton H. Schlosberg [Member] | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 1,634,689 1,006,176  
Hilton H. Schlosberg [Member] | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (4,488,010) (690,763)  
Non-PEO NEO [Member] | Equity Awards Value In Summary Compensation Table (Grant Date Value) [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (1,655,774) (841,200) (3,884,582)
Non-PEO NEO [Member] | Equity Award Adjustment of Fair Value at Year End of Awards Granted During the Covered Fiscal Year that Were Outstanding and Unvested [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 2,583,986 909,252 5,810,737
Non-PEO NEO [Member] | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 414,736 217,845 4,361,150
Non-PEO NEO [Member] | Change In Fair Value As Of Vesting Date Of Awards Vested During Current Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount     823,812
Non-PEO NEO [Member] | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ (614,539) $ (337,715) $ (419,079)