DEF 14A of Celsius Holdings, Inc., Apr 14, 2025

DEF 14A of Celsius Holdings, Inc.

Filed Apr 14, 2025 · FY20240001193125-25-080192

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The Governance and Nominating Committee of the Board of Directors recommended for nomination, and the Board of Directors nominated, the nine directors identified in the table below for election at the Annual Meeting. Each nominee, if elected, will serve until the next annual meeting of stockholders and until a successor is named and qualified, or until his or her earlier resignation or removal. All of the nominees are current members of the Board of Directors. We have no reason to believe that any of the nominees is unable or will decline to serve as a director if elected. Although the Company knows of no reason why any nominee could not serve as a director, if any nominee shall be unable to serve, the accompanying proxy may be voted for a substitute nominee in the discretion of the proxyholder(s).

  2. Nominees for Director

    Nominees for Director

  3. Nominees for Director

    | Name | Age | Position with the Company | | John Fieldly | 45 | Chairman of the Board and Chief Executive Officer | | Nicholas Castaldo | 73 | Director | | Damon DeSantis | 61 | Director | | Israel Kontorovsky | 56 | Director | | Hal Kravitz | 67 | Lead Independent Director | | Caroline Levy | 62 | Director | | Hans Melotte | 58 | Director | | Cheryl Miller | 52 | Director | | Joyce Russell | 64 | Director |

  4. Nominees for Director

    The Governance and Nominating Committee and the Board seek, and the Board is composed of, individuals whose characteristics, skills, expertise, and experience complement those of other Board members and whom the Board believes best serve the interests of the Company and our stockholders. We have set out below biographical and professional information about each of the nominees, along with a brief discussion of the experience, qualifications, and skills that the Board considered important in concluding that each such individual should serve as a current director and as a nominee for election as a member of our Board.

  5. Nominee Biographies

    Nominee Biographies John Fieldly has served as Chairman of the Board of Directors since August 2021, as Chief Executive Officer since April 2018 and as a member of the Board since March 2017. Mr. Fieldly also served as President of the Company until March 24, 2025. Mr. Fieldly joined the Company in January 2012 as its Chief Financial Officer and from March 2017 to March 2018 served as both Interim Chief Executive Officer and Chief Financial Officer. Prior to joining the Company, Mr. Fieldly held leadership roles at Oragenics, Inc., Lebhar-Friedman and Eckerd Drugs, Inc. Mr. Fieldly received a degree in accounting from the University of South Florida. Mr. Fieldly’s qualifications to serve on the Board and as Chief Executive Officer include his deep knowledge of the Company and the energy drink industry, as well as significant experience in accounting, finance and executive leadership. Nicholas Castaldo has served as a director since March 2013. Mr. Castaldo’s career spans over 30 years in consumer businesses in the food and beverage industry with executive positions in public and private companies, multi-nationals and start-ups. He is a member of the Advisory Board of Frank Pepe Pizzeria, a regional casual dining restaurant concept. He is an Equity Partner of Lime Fresh Mexican Grill, a fast- casual Mexican restaurant chain where he served as the company’s Chief Marketing Officer for two years. Mr. Castaldo was an Equity Partner and member of the founding management team of Anthony’s Coal Fired Pizza, a casual dining restaurant chain, where he served as President, as Senior Vice-President and Chief Marketing Officer, and as a board member for 12 years. He also served for eight years as President of Pollo Tropical, a Miami-based fast casual restaurant chain. He has also held senior marketing positions at Denny’s,

  6. Nominee Biographies

    | 12 | 2025 PROXY STATEMENT | |

  7. Nominee Biographies

    CitiCorp Savings and Burger King. Mr. Castaldo was a member of the faculty for 12 years at the H. Wayne Huizenga College of Business and Entrepreneurship at Nova Southeastern University, and currently serves on their Marketing Advisory Board. He earned his MBA from the Harvard Business School at Harvard University. Mr. Castaldo’s qualifications to serve on the Board include his significant experience in the food and beverage industry, as well as his executive leadership and management experience. Damon DeSantis has served as a director since August 2021. Since June 2022, Mr. DeSantis has also served as a member of the board of directors of Integrated BioPharma Inc. (Nasdaq: INBP), an established manufacturing and sales company engaging primarily in the manufacturing, distributing, marketing and sales of vitamins, nutritional supplements, and herbal products. His corporate business interests continue with ownership, direct investment, and board membership in a variety of private businesses in the hospitality, financial services, spirits and cannabis industries. Additionally, Mr. DeSantis is a principal of Arcus Capital Partners, an SEC-registered investment advisory firm. Previously, until 2001, Mr. DeSantis served as Chief Executive Officer and as a member of the board of directors of Rexall Sundown Nutritional Company, a former Nasdaq 100 company. Rexall Sundown was in the business of developing, manufacturing, packaging, marketing, and distributing nutritional products with over 2800 SKUs to wholesalers, distributors, and retailers in the United States and worldwide. He is the son of Carl DeSantis, who was formerly one of the principal stockholders of Celsius. Mr. DeSantis’ qualifications to serve on the Board include his wide array of business experience. Israel Kontorovsky joined Celsius’ Board of Directors in October 2024 and since January 2025 has served as the Chief Financial Officer, PepsiCo Beverages North America. Since joining PepsiCo, Inc. (“PepsiCo”) in 2000, he has held various leadership roles including Senior Vice President, Commercial Finance at PepsiCo Foods North America (PFNA), Chief Financial Officer of Quaker Foods North America, where he led the integration of Quaker with PFNA, and, most recently, as Chief Financial Officer of PepsiCo LatAm. Mr. Kontorovsky holds a Bachelor of Arts in economics from the University of California, Los Angeles and a dual Master of Business Administration and Master of Science in international business from the University of Miami. We believe that Mr. Kontorovsky’s extensive international, financial and operational experience at some of the world’s leading consumer packaged goods and beverage companies makes him a valuable member of our Board. Hal Kravitz has served as a director since April 2016 and as the Lead Independent Director since July 2021. Since October 2023, Mr. Kravitz has served as an external advisor for the consumer products and retail practices at Bain & Company, a management consulting company. Since July, 2022, Mr Kravitz has served as a Strategic Business Advisor for the AI technology development company, MFMsoft. From November 2018 through November 2021, Mr. Kravitz served as President, Certified Management Group, a division of Advantage Solutions. From 2014 to 2018, Mr. Kravitz served as Chief Executive Officer of AQUAhydrate, Inc., a company engaged in the manufacture, distribution, and marketing of premium bottled water. In 2013, Mr. Kravitz helped form InterContinental Beverage Capital as a founding member, a New York-based merchant bank focused on investments in the beverage and other consumer packaged goods industries. For over 30 years, Mr. Kravitz served as an executive officer and in other management positions in various units of the Coca-Cola system, including as President of its acquired Glaceau Company, makers of Vitaminwater® and Smartwater® and as Chief Revenue Officer at Coca-Cola Enterprises. Mr. Kravitz received a degree in accounting from the University of Georgia. Mr. Kravitz’s qualifications to serve on the Board include his extensive experience in the Beverage and CPG industries. Caroline Levy has served as a director since July 2020. Since November 2019, Ms. Levy has served as the founder of Caroline Levy Advisory Services, which provides strategic and financial advice to investors and corporations in the beverage, household products and cosmetics industries. From June 2017 to November 2019, Ms. Levy served as Senior Equity Research Analyst at Macquarie Group Limited, covering both large and small cap beverage companies. Prior to that, Ms. Levy spent eight years as a managing director and senior analyst at CLSA. This followed a decade at UBS, where Ms. Levy headed the U.S. consumer research team, while also holding the position of Chief Operating Officer for U.S. Equity Research and Chair of the Investment Review Committee. Ms. Levy also serves on the board of directors of Health-Ade Kombucha, a maker of kombucha products, where she also serves on the Strategy Committee, and on the board of directors of Athletic Brewing Company, a non-alcoholic craft beer company. Ms. Levy holds degrees in economics and accounting from the University of Cape Town. Ms. Levy has made numerous media appearances including CNBC’s “Mad Money with Jim Cramer” and Bloomberg. Additionally, she has been recognized multiple times, including “The

  8. Nominee Biographies

    | | 2025 PROXY STATEMENT | 13 |

  9. Nominee Biographies

    Institutional Investor All Star survey” and “The Wall Street Journal analyst rankings”, for stock picking and earnings accuracy. Ms. Levy is a member of Extraordinary Women on Boards, an organization dedicated to educating and furthering the success of women on private and public for-profit boards. Her qualifications to serve on the Board include her career as a consumer stock analyst for over 30 years, with significant experience in equity analysis and capital markets in the beverage company sector. Hans Melotte joined the Board of Directors in September 2024. Since 2023, Mr. Melotte also serves on the boards of directors at Revlon, a global cosmetics and personal care company, and Cartamundi, a world’s leading manufacturer of playing cards, trading cards and board games. From 2016 through the end of 2022, Mr. Melotte held several senior executive leadership roles at Starbucks, including President of Starbucks’ At Home Coffee, Ready to Drink Coffee and Foodservice business across 80+ markets and Executive Vice President, Global Supply Chain. Prior to Starbucks, Mr. Melotte spent 20 years at Johnson & Johnson across Europe and the United States, including serving as their enterprise Chief Procurement Officer. He started his career at Procter & Gamble and Coopers & Lybrand. We believe that Mr. Melotte’s corporate governance experience across multiple industries as well as the unique combination of international business leadership with a strong operations experience at some of the world’s most reputable and leading companies, qualify him to be a valuable member of our Board. Cheryl Miller has served as a director since August 2021. From January 2022 to October 2022, Ms. Miller served as Chief Financial Officer of West Marine, the nation’s leading omni-channel provider of products, services and expertise for the marine aftermarket. Prior to that, from April 2021 to December 2021, Ms. Miller served as an executive strategic advisor for JM Family Enterprises, a diversified automotive company, where she also served as Executive Vice President and Chief Financial Officer from January 2021 to April 2021. Ms. Miller has also previously served as President and Chief Executive Officer and held positions of Executive Vice President and Chief Financial Officer, Treasurer and Vice President of Investor Relations between 2010 and April 2020 with AutoNation Inc. (NYSE: AN), a publicly traded Fortune 150 automotive retailer. She also served on AutoNation Inc.’s board of directors from July 2019 to July 2020. In addition, since 2016, Ms. Miller has served on the board of directors of Tyson Foods, Inc. (NYSE: TSN), one of the world’s largest public food companies, where she is a member of the audit committee and chairs the compensation & leadership development committee. Ms. Miller also serves on the board of directors and audit and risk committees for Old Dominion Freight Line, a leading, less-than-truckload carrier and a component of the S&P 500. She holds a bachelor’s degree in finance and business administration from James Madison University and is also Directorship Certified® with the National Association of Corporate Directors. Ms. Miller’s qualifications to serve on the Board include her corporate finance experience in consumer-focused industries, including her experience as a corporate chief financial officer. Joyce Russell has served as a director since August 2021. Since its formation in 2019, Ms. Russell has served as President of the Adecco Group U.S. Foundation, which is focused on up/re-skilling American workers and helping to ensure work equality for all. Ms. Russell previously served as President of Adecco Staffing U.S. from 2004 to 2018, an affiliate of the Swiss public company Adecco Group AG, a Fortune Global 500 company, and she brings over 36 years of experience specializing in human resource solutions. Ms. Russell is a member of Women Corporate Directors and the Committee of 200. She is also on the board of directors of the American Staffing Association and Dress for Success Worldwide. Ms. Russell has been a panelist at the World Economic Forum in Davos and a panelist at Fortune’s Most Powerful Women Summit. Ms. Russell holds a Bachelor of Arts degree in business and communications from Baylor University. Ms. Russell’s qualifications to serve on the Board include her extensive experience in human resources. Other than the designation of Mr. Kontorovsky by PepsiCo as a member of our Board, there are no arrangements or understandings between any of our director nominees or executive officers or any other person pursuant to which any director or executive officer was or is to be selected as a director or executive officer.

  10. Family Relationships

    Family Relationships There are no family relationships among our executive officers or director nominees.

  11. Involvement in Certain Legal Proceedings

    Involvement in Certain Legal Proceedings During the past 10 years, none of our directors, executive officers, promoters, control persons, or nominees has been involved in any legal proceedings requiring disclosure under Item 401(f) of Regulation S-K. THE BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF THE NOMINEES NAMED ABOVE AS DIRECTORS.

  12. Involvement in Certain Legal Proceedings

    | 14 | 2025 PROXY STATEMENT | |

  13. INFORMATION ABOUT THE BOARD OF DIRECTORS, COMMITTEES AND

    INFORMATION ABOUT THE BOARD OF DIRECTORS, COMMITTEES AND

  14. Audit and Enterprise Risk Committee

    Ms. Miller is the current chairperson of our Audit and Enterprise Risk Committee and will stand for re-election as a director at the Annual Meeting.

  15. Human Resource and Compensation Committee

    | • | periodically reviews non-employee director compensation and benefits for service on the Board and Board committees in relation to other comparable companies and in light of such factors as the committee may deem appropriate, and makes recommendations to the Board regarding compensation for non-employee directors; |

  16. Human Resource and Compensation Committee

    | • | reviews and approves all of the Company’s material compensation-related policies (including, but not limited to, policies on the mandatory recovery of compensation with respect to claw backs, hedging and pledging); |

  17. Human Resource and Compensation Committee

    | • | reviews, makes recommendations with respect to, and annually monitors compliance with stock ownership guidelines; |

  18. Human Resource and Compensation Committee

    | • | periodically reviews reports from management regarding funding the Company’s pension, retirement, and other management welfare and benefit plans; |

  19. Human Resource and Compensation Committee

    | • | oversees the development of succession plans for the CEO and other executive officers, as appropriate; |

  20. Human Resource and Compensation Committee

    | • | oversees and at least annually reviews the assessment and mitigation of risks associated with the Company’s compensation policies and practices; |

  21. Human Resource and Compensation Committee

    | • | reviews and discusses with management the Company’s Compensation Discussion and Analysis (“CD&A”) and, based on such review and discussion, recommends to the Board that the CD&A should be included in the Company’s Annual Report on Form 10-K or Proxy Statement on Schedule 14A; |

  22. Human Resource and Compensation Committee

    | • | prepares an annual “Compensation Committee Report” for inclusion in the Company’s Annual Report on Form 10-K or Proxy Statement on Schedule 14A; and |

  23. Human Resource and Compensation Committee

    | | 2025 PROXY STATEMENT | 17 |

  24. Human Resource and Compensation Committee

    | • | annually reviews and assesses the adequacy of the Compensation Committee’s charter, structure, processes and membership requirements, and submits any recommended changes to the Board. |

  25. Human Resource and Compensation Committee

    Ms. Russell is the current chairperson of our Human Resource and Compensation Committee and will stand for re-election as a director at the Annual Meeting.

  26. Governance and Nominating Committee

    Governance and Nominating Committee The Governance and Nominating Committee considers and makes recommendations to the Board regarding matters relating to: (i) the identification and qualification of Board members and potential Board members; (ii) advising the Board with respect to the Board composition, procedures and committees; (iii) corporate governance principles applicable to the Company and other corporate governance matters, including any related corporate governance matters required by the federal securities laws; and (iv) the evaluation of the Board and the Company’s management, among other duties. Further, the Governance and Nominating Committee, among its other responsibilities:

  27. Governance and Nominating Committee

    | • | identifies, screens and recommends candidates for membership on the Board to fill vacancies and newly created directorships, consistent with the criteria recommended by the Governance and Nominating Committee and approved by the Board, both in connection with the annual meeting of stockholders and at other times when a vacancy or newly created directorship may exist, as well as considers director nominees proposed by stockholders; |

  28. Governance and Nominating Committee

    | • | helps ensure that the Board reflects the appropriate balance of knowledge, experience, skills, expertise and diversity deemed appropriate for the Board as a whole and contains at least the minimum number of independent directors required by SEC rules and Nasdaq listing standards; |

  29. Governance and Nominating Committee

    | • | reviews the suitability for continued service as a director of each member of the Board of Directors when his or her term expires or when he or she has a significant change in status; |

  30. Governance and Nominating Committee

    | • | periodically reviews and makes recommendations to the Board concerning the size, structure, composition, and procedures of the Board and Board committees; |

  31. Governance and Nominating Committee

    | • | at least annually reviews and assesses the independence of each director in accordance with the guidelines established by the Board, applicable Nasdaq listing standards and SEC rules, and makes recommendations to the Board regarding the independence of each director; |

  32. Governance and Nominating Committee

    | • | considers matters of corporate governance and periodically reviews the Company’s corporate governance policies and recommends to the Board modifications to the policies as appropriate; |

  33. Governance and Nominating Committee

    | • | provides oversight of the Company’s response to stockholder proposals submitted to the Company for consideration at the Company’s annual meeting of stockholders and makes recommendations to the Board regarding the Board’s recommendation with respect to how stockholders should vote on any stockholder proposal that appears in the Company’s proxy statement; |

  34. Governance and Nominating Committee

    | • | annually reviews and reassesses the adequacy of the Governance and Nominating Committee’s charter, structure, processes and membership requirements, and submits any recommended changes to the Board; |

  35. Governance and Nominating Committee

    | • | oversees the annual self-evaluation of the Board and the committees of the Board and performs a self-evaluation of the Governance and Nominating Committee; and |

  36. Governance and Nominating Committee

    | • | develops and recommends an environmental, social and governance (“ESG”) strategy, aligned with the Company’s business objectives. |

  37. Governance and Nominating Committee

    Mr. DeSantis is the current chairperson of our Governance and Nominating Committee and will stand for re-election as a director at the Annual Meeting.

  38. Consideration of Director Nominees

    Consideration of Director Nominees We seek directors with the highest standards of ethics and integrity, sound business judgment, and the willingness to make a strong commitment to the Company and its success. The Governance and Nominating Committee works with the Board on an annual basis to determine the appropriate and desirable mix of characteristics, skills, expertise, and experience for the full Board and each committee, taking into account both existing directors and all nominees for election as directors, as well as any diversity considerations and the membership criteria applied by the Governance and Nominating Committee. The Governance and Nominating Committee and the Board, which do not have a formal diversity policy, consider diversity in a

  39. Consideration of Director Nominees

    | 20 | 2025 PROXY STATEMENT | |

  40. Consideration of Director Nominees

    broad sense when evaluating Board composition and nominations, and they seek to include directors with a diversity of experience, professions, viewpoints, skills and backgrounds that will enable them to make significant contributions to the Board and the Company, both as individuals and as part of a group of directors. The Board evaluates each individual in the context of the full Board, with the objective of recommending a group that can best contribute to the success of the business and represents stockholder interests through the exercise of sound judgment. In determining whether to recommend a director for re-election, the Governance and Nominating Committee also considers the director’s attendance at meetings and participation in and contributions to the activities of the Board and its committees. The Governance and Nominating Committee will consider director candidates recommended by stockholders, and its process for considering such recommendations is no different than its process for screening and evaluating candidates suggested by directors, management of the Company, or third parties. See “General Information About the Annual Meeting - When are stockholder proposals due for next year’s annual meeting?” for the procedures to be followed by stockholders to submit nominations for director candidates. As set forth in the Company’s Corporate Governance Principles, the general criteria for the nomination of director candidates as currently established by the Governance and Nominating Committee include, among other things:

  41. Consideration of Director Nominees

    | • | A reputation for and commitment to integrity, honesty and the highest ethical standards. |

  42. Consideration of Director Nominees

    | • | Demonstrated business acumen, experience and ability to exercise sound judgments in challenging matters that relate to the current and long-term objectives of the Company and willingness and ability to work collaboratively and contribute positively to the decision-making process of the Board and the Company. |

  43. Consideration of Director Nominees

    | • | A commitment to understand the Company and its industry and to regularly attend and participate in meetings of the Board and its committees and to attend the annual meeting of stockholders. |

  44. Consideration of Director Nominees

    | • | Interest in and ability to understand the sometimes conflicting interests of the various stakeholders of the Company, which include stockholders, employees, customers, governmental units, creditors and the general public and to act in the best interests of all stockholders. |

  45. Consideration of Director Nominees

    | • | No conflict of interest, nor the appearance of a conflict of interest, that would impair the nominee’s ability to represent the interests of all the Company’s stockholders and to fulfill the responsibilities of a director. |

  46. Consideration of Director Nominees

    | • | Individual directors should provide the Board with a range of diverse backgrounds, perspectives, experiences and knowledge commensurate with and responsive to the Company’s needs and the interests and priorities of the Company’s various stakeholders. |

  47. Consideration of Director Nominees

    We do not view the renomination of existing directors as automatic. Instead, we believe that renomination must be based on continuing qualification under the criteria set forth above. In addition, the Nominating and Corporate Governance Committee considers each current director’s performance on the Board, and any committee on which such director serves, which may include consideration of the extent to which such director undertook continuing director education. The backgrounds and qualifications of the directors considered as a group should provide a significant breadth of experience, knowledge, and abilities that shall assist the Board in fulfilling its responsibilities.

  48. Compensation Committee Annual Compensation Process

    | ❖ | 2024 Incentive Plan Design and Outcomes |

  49. Compensation Philosophy and Best Practices

    | Attract and retain highly qualified and experienced executives | • Peer group and compensation survey data is used to help ensure compensation is market-competitive. • A majority of incentive compensation is paid only if an executive continues to perform services for the Company over multi-year periods. | | Motivate executives to achieve strategic goals | • Annual incentive bonus is tied to short-term financial objectives and individual measures related to the achievement of strategic objectives. • Awards under our new long-term performance plan adopted in 2024 tied to long-term revenue growth and stock price improvement • The majority of performance-based awards granted in 2022 following the PepsiCo transaction vested only upon completion of critical milestones. | | Encourage and reward delivery of stockholder value | • Long-term incentives are in the form of Restricted Stock Units (“RSUs”) and PSUs. • Awards under our new long-term performance plan adopted in 2024 are measured over three years and require sustained performance. |

  50. Stockholder Outreach and “Say-on-Pay”

    | Stockholder Outreach Feedback | Actions Implemented | | Short-Term Incentives: | We have enhanced our disclosure in the CD&A to improve the clarity of our compensation programs. | | Disclosure regarding annual incentive awards is not detailed enough for stockholders to evaluate the link between the short-term incentives and stockholders’ interests. | We have simplified our short-term incentive plans to align all executives to Company financial metrics that are tied to stockholder value. Disclosure of the annual incentive plan, including the financial and individual performance goals and financial metrics applicable to each NEO, as well as the results with respect to these performance goals for 2024, is in the section titled “Annual Incentive Plan.” | | Long-Term Incentives: Stockholders raised concerns that the long-term equity incentive awards have historically been time-based and have not included performance-based vesting provisions. Stockholders advocated including strategic and operational performance metrics in long-term incentive awards. | For 2024, our Compensation Committee approved a new long-term PSU plan intended to be a portion of all ongoing equity grants going forward. The PSU plan includes three-year cumulative revenue goals, three-year relative TSR goals, and absolute stock price goals. The PSU plan is intended to account for approximately 50% of the overall long-term incentives for our CEO and 30% for our other NEOs. | | Severance Provisions: Several stockholders expressed concern over the amount of severance benefits that would be payable to our CEO and CFO in the event that they are terminated without cause or resign with good reason following a change in control. | In 2024, we entered into new employment agreements with our CEO and CFO that align all severance benefits more closely with the market. The severance benefits that would be payable following certain involuntary terminations in connection with a change in control are intended to be attractive to our CEO and CFO to maintain focus on the operations of the Company in the event of a change in control or potential change in control transaction In addition, in 2024 we adopted executive severance and change in control plans that cover all our NEOs to extend the executive focus on our operations in the event of a potential change in control transaction. For more information, please refer to the “Potential Payments under Severance and Change in Control” section. |

  51. Compensation Best Practices

    | What we do: | What we don’t do: | | ☑ Pay for performance – greater than 75% of CEO and 70% of other NEOs compensation is variable and/or at risk | ☒ No executive is permitted to hedge or pledge Celsius stock | | ☑ Double-trigger vesting under our proposed 2025 equity plan (subject to stockholder approval at the Annual Meeting) and for all PSUs granted beginning in 2024 | ☒ No excise tax gross-ups for our NEOs | | ☑ Cap our short-term incentive plan at 150% of target and our long-term incentive plan at 200% of target (250% of target including the one-time kicker) | ☒ No significant perquisites or benefits |

  52. Compensation Best Practices

    | What we do: | What we don’t do: | | ☑ Compensation committee composed of only independent directors and is supported by an independent consultant | ☒ No repricing of underwater stock options without stockholder approval | | ☑ Maintain a robust stock ownership requirement that applies to NEOs and directors | ☒ No payment of dividend equivalents on unearned awards | | ☑ Conduct stockholder outreach to solicit feedback and discuss our compensation practices | ☒ No short-term incentives are awarded for below threshold performance | | ☑ Maintain a clawback policy aligned with SEC and Nasdaq requirements | ☒ No reward to executives for taking excessive or unnecessary risks | | ☑ Long-term (3-year) performance periods tied to long-term financial and market-based performance | ☒ No evergreen provision in our proposed 2025 Omnibus Incentive Compensation Plan (pending stockholder approval) |

  53. Pay for Performance

    Pay for Performance We strive to ensure that there is long-term alignment between NEO pay and Company performance, and we monitor NEO pay as it relates to our performance to ensure this alignment. We believe that a significant portion of our NEOs’ total compensation should be variable and “at risk,” meaning that its payment or vesting is based upon the achievement of predefined financial and performance metrics, and actual compensation will increase or decrease based on the performance of our stock and other financial metrics. We also believe that equity, rather than cash, compensation should comprise a larger component of our variable pay to provide alignment with our stockholders and encourage retention through multi-year vesting. We believe that placing a significant portion of executive pay at risk motivates our executives to achieve performance goals and create value for our stockholders. The annual incentive bonus rewards are earned by our NEOs for the achievement of short-term performance goals. The amount paid is tied to the level of performance achieved, with higher payout levels reflecting superior performance. Long-term equity awards reward our executives for achieving long-term performance goals and increasing stockholder value. As reflected in the charts that follow, 83% of our CEO’s target total 2024 compensation was variable or “at risk,” and an average of 72% of our other NEOs’ target total 2024 compensation was variable or “at risk.”

  54. Pay for Performance

    The charts above are based on the target bonus and the target value of annual long-term incentive (“LTI”) awards, excluding the one-time PSU kicker award.

  55. Role of Compensation Consultant

    Role of Compensation Consultant For 2024, the Compensation Committee engaged Farient to provide independent advice with respect to executive and director compensation and corporate governance matters related to executive compensation. The Compensation Committee relies on Farient’s expertise in benchmarking and familiarity with competitive compensation practices. In addition, the Compensation Committee regularly requests advice from Farient concerning the design, communication, and implementation of our incentive compensation plans and other programs. The services provided by Farient to the Compensation Committee in 2024 included:

  56. Role of Compensation Consultant

    | • | Reviewing executive pay philosophy and compensation strategy; |

  57. Role of Compensation Consultant

    | • | Analyzing and providing recommendations on key compensation strategy issues, including its compensation peer group, equity usage, and compensation risk profile; |

  58. Role of Compensation Consultant

    | • | Benchmarking Celsius’ total compensation levels, program design, and key policies for executives and the Board of Directors; |

  59. Role of Compensation Consultant

    | • | Reviewing recommended changes to the short-term and long-term incentive plan designs, including measures, weighting, and leverage; |

  60. Role of Compensation Consultant

    | • | Reviewing key compensation policies and informing the Compensation Committee of regulatory developments; |

  61. Role of Compensation Consultant

    | • | Drafting the Compensation Discussion & Analysis (CD&A) for the Compensation Committee; |

  62. Role of Compensation Consultant

    | • | Reviewing and advising on best practices for Celsius’ 2025 Omnibus Incentive Compensation Plan provisions; and |

  63. Role of Compensation Consultant

    | • | Reviewing management proposals, including management-recommended pay actions. |

  64. Role of Compensation Consultant

    | | 2025 PROXY STATEMENT | 33 |

  65. Role of Compensation Consultant

    Other than the services provided to the Committee, Farient did not provide any other services to the Company. The Committee has considered and assessed all relevant factors that could give rise to a potential conflict of interest with respect to the work performed by Farient. Based on this review, the Committee has determined that Farient is independent of the Company and its management.

  66. Role of Peer Group and Survey Data

    Role of Peer Group and Survey Data The Compensation Committee uses competitive benchmarking data to evaluate compensation practices and develop compensation recommendations for each NEO. Executive compensation, compensation plan design and director compensation of the peer companies is used as a basis to determine whether the compensation levels and practices of the Company are in line with the market for talent. The peer group used for 2024 target pay decisions, developed with the assistance of Farient, was selected based on companies that reflect the Company’s industry, business focus and size. Additionally, a reference peer group of direct competitors in the energy drinks space was established to help inform incentive plan design, but was not used to benchmark compensation pay levels.

  67. Peer Group Used for 2024 Target Pay Decisions

    Peer Group Used for 2024 Target Pay Decisions

  68. Peer Group Used for 2024 Target Pay Decisions

    | Primary Peers | 2023 Revenue (1) | Market Cap (1)(2) | | TreeHouse Foods | $3,432 | $1,564 | | Cal-Maine Foods | $3,146 | $4,310 | | Boston Beer | $2,009 | $2,674 | | Lancaster Colony | $1,823 | $5,252 | | Hain Celestial | $1,797 | $346 | | BellRing Brands | $1,667 | $9,172 | | J&J Snack Foods | $1,559 | $2,614 | | Utz Brands | $1,438 | $1,182 | | Simply Good Foods | $1,243 | $3,743 | | National Beverage | $1,173 | $3,764 | | Sovos Brands (3) | $1,020 | n/a | | Westrock Coffee | $865 | $570 | | Tootsie Roll | $769 | $2,099 | | Freshpet | $767 | $5,207 | | SunOpta | $627 | $866 | | Vita Coco | $494 | $1,920 | | Vital Farms | $472 | $1,484 | | Duckhorn Portfolio (3) | $403 | n/a | | Beyond Meat | $343 | $271 | | 75th Percentile | $1,732 | $3,764 | | Median | $1,173 | $2,099 | | 25th Percentile | $697 | $1,182 | | Celsius | $1,318 | $6,394 |

  69. Peer Group Used for 2024 Target Pay Decisions

    | 34 | 2025 PROXY STATEMENT | |

  70. Peer Group Used for 2024 Target Pay Decisions

    | Reference Peers | 2023 Revenue (1) | Market Cap (2) | | PepsiCo | $91,471 | $207,796 | | Coca-Cola | $45,754 | $304,511 | | Keurig Dr Pepper | $14,814 | $45,777 | | Monster Beverage | $7,140 | $50,231 | | Primo Water (4) | $1,772 | n/a |

  71. Peer Group Used for 2024 Target Pay Decisions

    | (1) In millions |

  72. Peer Group Used for 2024 Target Pay Decisions

    | (2) Market Cap as of February 26, 2025 |

  73. Peer Group Used for 2024 Target Pay Decisions

    | (3) Duckhorn Portfolio was acquired by Butterfly Equity in December 2024, and Sovos Brands was acquired by Campbell Soup Company in March 2024 |

  74. Peer Group Used for 2024 Target Pay Decisions

    | (4) Primo Water Corporation merged with BlueTriton Brands in November 2024, forming Primo Brands |

  75. Peer Group Used for 2024 Target Pay Decisions

    In May 2024, as part of the annual review process, the Compensation Committee approved a new peer group that was more reflective of our growing size. This peer group was used to re-assess the CEO’s compensation in 2024 and to benchmark executive pay (using primary peers only) and incentive plan design (primary and reference peers) for 2025.

  76. Peer Group Used for 2024

    Peer Group Used for 2024

  77. Elements of Compensation

    | Base Salary | Purpose: Attract and Retain Key Executives. • Provides a fixed level of compensation for performing essential job functions. • Amount of base salary reflects each NEO’s level of responsibility, leadership, tenure, qualifications and the competitive marketplace for executive talent in our industry. • Reviewed annually and adjusted, if appropriate. | | Annual Cash Incentives | Purpose: Attract and Retain Key Executives / Motivate Executives to Achieve Strategic Goals. • Motivates NEOs to achieve our short-term business objectives while providing flexibility to respond to opportunities and market conditions. • Includes a combination of financial performance metrics and organization/individual performance metrics. • Financial goals are tied to our internal budgets and individual performance metrics are tied to key business objectives. • Awards are capped at 150% of target levels. | | Long-Term Incentives | Purpose: Attract and Retain Key Executives / Motivate Executives to Achieve Strategic Goals • Beginning in 2024, awards comprise a mix of RSUs and PSUs. • RSUs vest based on time, 1/3 on each anniversary of the date of grant. • PSUs vest based on the achievement of 3-year revenue, relative TSR, and share price goals. • Motivates NEOs to achieve our long-term business objectives by tying value of incentives to tangible financial goals and to driving long-term shareholder value |

  78. Pay Review

    Pay Review As part of the renewal of Mr. Fieldly’s employment agreement in January 2024, and in light of Celsius’ strong performance in 2023 and into 2024, as well as Mr. Fieldly’s pay positioning as compared to the market at the end of 2023, the Compensation Committee planned to conduct an off-cycle competitive review of CEO pay after the new primary compensation peer group was approved in May 2024. The Compensation Committee believed that timing the CEO compensation increase during this window was more reflective of Celsius’ current size and took into consideration the latest market data available. Based on its assessment, the Committee approved an increase to all components of Mr. Fieldly’s target 2024 compensation, with retroactive adjustments to his salary and target bonus, effective January 1, 2024. These adjustments are reflected in the tables below. The Compensation Committee also increased Mr. Fieldly’s target LTI award, and as a result, issued an incremental RSU grant in May 2024 to align his 2024 LTI award with his go-forward target LTI value. This incremental RSU award resulted in RSUs comprising 60% of his total LTI. Going forward, Mr. Fieldly’s annual target LTI award is intended to consist of an equal mix of RSUs and PSUs. The Compensation Committee believes that this mid-year review recognized Mr. Fieldly’s leadership in driving Celsius’ unique growth trajectory and maintained competitiveness with the refreshed primary compensation peer group.

  79. Target Compensation (Salary + Target Annual Incentive + Target Long-Term Incentive)

    Target Compensation (Salary + Target Annual Incentive + Target Long-Term Incentive) In January 2024, in recognition of our revenue increase from $653.6 million in 2022 to $1,318.0 million in 2023, we increased the target pay of all our NEOs to recognize their expanding scope of responsibility and to align to market- competitive levels of companies of comparable sizes. The pay increases reflect our migration to market-competitive pay levels for companies of our size and complexity and provide adequate differentiation between executive roles.

  80. Target Compensation (Salary + Target Annual Incentive + Target Long-Term Incentive)

    | 36 | 2025 PROXY STATEMENT | |

  81. Target Compensation (Salary + Target Annual Incentive + Target Long-Term Incentive)

    | ($000s) | Title | 2024 | | | | | 2023 | % Change 2024 vs. 2023 | | NEO | | Salary | Target Bonus % | Target STC | Target LTI | Target TDC | Target TDC | | | John Fieldly | CEO | $950 | 110% | $1,995 | $3,750 | $5,745 | $2,950 | 95% | | Jarrod Langhans | CFO | $500 | 50% | $750 | $1,250 | $2,000 | $1,600 | 25% | | Tony Guilfoyle | Chief Commercial | $440 | 45% | $638 | $750 | $1,388 | $1,120 | 24% | | Paul Storey | Chief Supply Chain | $362 | 30% | $470 | $750 | $1,220 | $1,028 | 19% | | Richard Mattessich | Chief Legal & Compliance | $354 | 30% | $460 | $750 | $1,210 | n/a (1) | n/a |

  82. Target Compensation (Salary + Target Annual Incentive + Target Long-Term Incentive)

    | (1) Mr. Mattessich joined the Company in November 2023 and therefore did not require a significant market adjustment in 2024. |

  83. Annual Incentive Plan

    Annual Incentive Plan Our annual cash incentives are designed to reward employees for financial, operational, and individual performance that focus our organization on meeting or exceeding performance goals and driving stockholder value. The plans provide employees, including our NEOs, with the opportunity to earn cash awards based on the degree to which the Company achieves predetermined performance measures for the year. The elements used to determine awards may include:

  84. Annual Incentive Plan

    | • | A cash bonus incentive opportunity (expressed as a percentage of base salary); |

  85. Annual Incentive Plan

    | • | Financial targets; |

  86. Annual Incentive Plan

    | • | Organizational and individual performance goals; and |

  87. Annual Incentive Plan

    | • | A range of performance objectives (threshold, target, and maximum) for each performance measure. |

  88. Annual Incentive Plan

    | | 2025 PROXY STATEMENT | 37 |

  89. Annual Incentive Plan

    | ❖ | NEO Incentive Opportunities |

  90. Annual Incentive Plan

    The target annual cash incentive for each of our NEOs is set forth below, as a percent of base salary, as well as the proportion of their annual cash incentives that will be based on the achievement of financial goals and individual goals.

  91. Annual Incentive Plan

    | NEO | Target (% of Base Salary) | Financial Goal Weighting | Indiv. Goal Weighting | | Fieldly | 110% | 75% | 25% | | Langhans | 50% | 75% | 25% | | Guilfoyle | 45% | 75% | 25% | | Storey | 30% | 75% | 25% | | Mattessich | 30% | 75% | 25% |

  92. Annual Incentive Plan

    | ❖ | Financial Performance Targets |

  93. Annual Incentive Plan

    Financial performance targets make up 75% of the potential annual incentive opportunity for our executive officers. Performance targets and goals are meant to focus the eligible NEOs on the key elements of our strategic and annual financial plan and are based on the Board-approved annual financial plan for the Company. We select financial metrics that broadly measure Company performance and are tied to stockholder value, so as not to encourage undue risk taking. Each performance goal is given a threshold, target, and stretch performance level. Payout is based on year-end actual performance measured against target performance, and weighting of each performance metric. Performance above stretch is capped at a maximum award of 150% of target. If actual performance is between any two points, payouts are determined using straight-line interpolation. If performance falls below 80% of our target, there will be no payout for that metric.

  94. Annual Incentive Plan

    | Target % Achieved | Payout % | | > 116% | 150% | | 100% | 100% | | 80% | 50% | | < 80% | 0% |

  95. Annual Incentive Plan

    The Compensation Committee determines the extent to which the year’s performance goals have been achieved and the corresponding payout, which is finalized following receipt of the Company’s audited financial statements for the applicable year then-ended. The Compensation Committee has discretion to adjust the level of payout with respect to any financial performance target based on its assessment of circumstances relating to the Company’s business. The Compensation Committee did not adjust any of the final results for 2024 performance. For 2024, we continued to use the same financial performance metrics and weightings as we used in 2023. Weightings represent the portion of the total target annual cash incentive that will be paid out based on that performance metric.

  96. Annual Incentive Plan

    | Financial Metric | Weighting | | Revenue | 25% | | Gross Profit | 25% | | Adjusted EBITDA | 25% |

  97. Annual Incentive Plan

    The financial metrics above are defined as:

  98. Annual Incentive Plan

    | • | Revenue: Based on GAAP revenue recognition standards as reported in the Company’s audited financial statements filed with its Annual Report on Form 10-K. |

  99. Annual Incentive Plan

    | • | Gross Profit: Based on GAAP reported revenue less reported cost of goods as reported in the Company’s audited financial statements filed with its Annual Report on Form 10-K. |

  100. Annual Incentive Plan

    | • | Adjusted EBITDA: Based on non-GAAP Adjusted EBITDA as reported in our earnings press releases. For additional information with respect to how we calculate Adjusted EBITDA, please see Annex B to this proxy statement. |

  101. Annual Incentive Plan

    | 38 | 2025 PROXY STATEMENT | |

  102. Annual Incentive Plan

    | ❖ | Non-Financial Individual Performance Ratings |

  103. Annual Incentive Plan

    In addition to the financial performance targets, 25% of the annual cash incentives paid to our NEOs reflect individual performance ratings that relate to our performance in certain strategic organizational categories. The Compensation Committee subjectively rates this performance on a scale of 0-5 based on our overall performance with respect to our strategic plan relating to the given category, as well as the individual performance of the particular NEO in that category. The payout for performance between points is determined using straight-line interpolation.

  104. Annual Incentive Plan

    | Performance Rating | Payout % | | 5 | 150% | | 3 | 100% | | 0 | 0% |

  105. Annual Incentive Plan

    | ❖ | 2024 Annual Incentive Payouts |

  106. Annual Incentive Plan

    At the end of the year, the Committee assessed Celsius’ financial performance versus the financial goals for 2024 and approved a total financial payout of 17% of target, as shown below (dollars in millions):

  107. Annual Incentive Plan

    | Financial Metric | Weighting | Threshold (50% Payout) | Target (100% Payout) | Maximum (150% Payout) | Actual Result | Payout % | | Revenue | 25% | $1,040 | $1,755 | $2,036 | Below Threshold | 0% | | Gross Profit | 25% | $681 | $851 | $987 | At Threshold | 50% | | Adjusted EBITDA | 25% | $307 | $384 | $445 | Below Threshold | 0% | | Total Financial Weighting/Payout | 75% | | | | | 17% |

  108. Annual Incentive Plan

    In addition, 25% of the overall payout was determined by measuring individual performance, as described above. The individual achievement in 2024 and individual performance factors are described below:

  109. Annual Incentive Plan

    | ❖ | 2024 Individual Achievements for John Fieldly: 126% payout (percentage of target) |

  110. Annual Incentive Plan

    | • | Developed and implemented a succession plan for management levels |

  111. Annual Incentive Plan

    | • | Expanded into at least two new markets |

  112. Annual Incentive Plan

    | • | Built a strategy on margin improvement |

  113. Annual Incentive Plan

    | • | Continued to manage investor and stockholder relationships |

  114. Annual Incentive Plan

    | • | Continued to manage the PepsiCo partnership |

  115. Annual Incentive Plan

    | ❖ | 2024 Individual Achievements for Jarrod Langhans: 106% payout (percentage of target) |

  116. Annual Incentive Plan

    | • | Streamlined certain internal functions and migrated to newer systems |

  117. Annual Incentive Plan

    | • | Continued to strengthen internal controls |

  118. Annual Incentive Plan

    | • | Developed a uniform treasury management and banking strategy |

  119. Annual Incentive Plan

    | • | Executed operational efficiency plans in Ireland |

  120. Annual Incentive Plan

    | • | Rolled out a monthly review process for international markets |

  121. Annual Incentive Plan

    | ❖ | 2024 Individual Achievements for Tony Guilfoyle: 110% payout (percentage of target) |

  122. Annual Incentive Plan

    | • | Increased average SKU store count |

  123. Annual Incentive Plan

    | • | Increased ARP by liquid ounce |

  124. Annual Incentive Plan

    | • | Maintained target ACV |

  125. Annual Incentive Plan

    | • | Led numerous successful product launches and promotional activities |

  126. Annual Incentive Plan

    | • | Surpassed Canada case volume sales target |

  127. Annual Incentive Plan

    | ❖ | 2024 Individual Achievements for Paul Storey: 130% payout (percentage of target) |

  128. Annual Incentive Plan

    | • | Implemented value chain transformation |

  129. Annual Incentive Plan

    | • | Continued expansion of co-packing network to support US growth |

  130. Annual Incentive Plan

    | • | Implemented logistics dashboard to improve visibility |

  131. Annual Incentive Plan

    | • | Continued global supply chain implementation |

  132. Annual Incentive Plan

    | ❖ | 2024 Individual Achievements for Richard Mattessich: 130% payout (percentage of target) |

  133. Annual Incentive Plan

    | • | Ensured compliance with SEC and Nasdaq filing requirements |

  134. Annual Incentive Plan

    | | 2025 PROXY STATEMENT | 39 |

  135. Annual Incentive Plan

    | • | Improved internal Board and Committee governance processes |

  136. Annual Incentive Plan

    | • | Established a size-appropriate corporate insurance coverage program |

  137. Annual Incentive Plan

    | • | Developed a strong legal team |

  138. Annual Incentive Plan

    The following summarizes 2024 annual cash incentive payouts to our NEOs based on the achievement of the financial performance metrics and the non-financial organizational and individual goals:

  139. Annual Incentive Plan

    | NEO | Total % of Target Achieved | Actual Award Amount | | Fieldly | 44% | $459,800 | | Langhans | 39% | $97,500 | | Guilfoyle | 40% | $79,200 | | Storey | 45% | $48,834 | | Mattessich | 45% | $47,736 |

  140. Annual Incentive Plan

    The Company paid the 2024 annual cash incentives on March 14, 2025. The payouts are reflected as 2024 compensation in the Summary Compensation Table of this proxy statement in the column labeled “Non-Equity Incentive Plan Compensation.”

  141. Long-Term Incentives

    Long-Term Incentives The Compensation Committee grants long-term incentive awards to our eligible NEOs and to a broader group of employees under our Amended 2015 Stock Incentive Plan to align the interests of our management team with the interests of our stockholders and to create substantial incentives for the team to achieve our long-term goals. These awards enable us to provide competitive compensation to help in the recruitment of executives and employees and, through vesting provisions, also help to promote the retention and long-term service of executives and key employees. Subject to stockholder approval at the Annual Meeting and beginning with grants made after the Annual Meeting, long-term incentive awards will be made under the proposed 2025 Omnibus Incentive Compensation Plan. In 2024, we began granting a mix of PSUs and RSUs to our NEOs to recognize the Company’s growth and to enhance stockholder alignment by providing management with the upside opportunity afforded by outperformance. Upon vesting, each share is settled by delivering to the holder one share of common stock. The performance period for the PSU awards began January 1, 2024 and ends December 31, 2026.

  142. Long-Term Incentives

    | Vehicle | Weighting | Vesting Criteria | Vesting Horizon | | PSU | • CEO: 50% (Intended) • NEOs: 30% | • 3-Year Cumulative Revenue: 50% • 3-Year Relative TSR: 50% | 3-year cliff | | RSU | • CEO: 50% (Intended) • NEOs: 70% | • Service-based | One-third per year over three years |

  143. Long-Term Incentives

    The Compensation Committee approves equity values for target awards with the actual number of shares granted determined on the basis of the closing stock price immediately prior to the grant. The approved value of the LTI awards granted in 2024 as part of the annual equity grant, as well as the number of shares granted to each NEO, are set forth below.

  144. Long-Term Incentives

    | NEO | Target Value of LTI Award | # of RSUs | # of PSUs | | Fieldly | $3,750,000 | 26,984 (1) | 18,922 | | Langhans | $1,150,000 | 11,353 | 4,415 | | Guilfoyle | $750,000 | 6,812 | 2,649 | | Storey | $750,000 | 6,812 | 2,649 | | Mattessich | $750,000 | 6,812 | 2,649 |

  145. Long-Term Incentives

    | (1) Includes the incremental award of RSUs granted to the CEO in May 2024, as described above under “CEO Off-Cycle Pay Review”. Going forward, his pay mix will reflect the intended equal split between PSUs and RSUs. |

  146. Long-Term Incentives

    | 40 | 2025 PROXY STATEMENT | |

  147. Long-Term Incentives

    | ❖ | One-Time PSU Kicker Award |

  148. Long-Term Incentives

    In recognition of the transition to PSUs, and to continue to reward continued stock price outperformance, the Compensation Committee approved a one-time PSU “kicker” award in March 2024, which is eligible to vest if our 20-day average stock price exceeds $92.49 in March 2027. This goal is difficult to achieve and represents a 50% stock price appreciation from date of grant required in three years. The terms of this award are detailed below.

  149. Long-Term Incentives

    | | Celsius 3-Year Stock Price | Payout | | Target | $92.49 | 50% of Target FY24 PSU Award | | Threshold | < $92.49 | 0% of Target FY24 PSU Award |

  150. Long-Term Incentives

    | ❖ | Vesting of Special Leadership Stock Award |

  151. Long-Term Incentives

    On August 1, 2022, PepsiCo and Celsius announced PepsiCo’s $550 million investment in Celsius as part of a long-term distribution strategy. In recognition of the successes and effort that was put into closing this transaction, and to ensure continued success in the execution of the distribution agreement, the Company awarded equity awards to certain key individuals, including the NEOs. The equity awards were a combination of immediately vesting stock and performance awards that vested over one- and two-year periods and were designed as follows:

  152. Long-Term Incentives

    | Portion of Award | Vesting Provisions | Status | | 20% | • Fully vested on date of grant | Vested August 2022 | | 40% | • Vest on 1 st anniversary of date of grant provided that the strategic performance metrics are achieved: transition of the business plan and completion of the 2023 joint business plan | Vested August 2023 | | 40% | • Vest on the 2 nd anniversary of date of grant provided that strategic performance criteria are achieved: completion of the 2024 joint business plan and achievement of ACV goals | Vested August 2024 |

  153. Long-Term Incentives

    During 2024, the Compensation Committee determined that the performance criteria for the tranche of shares vesting on the second and final anniversary of the grant date were met, and the shares vested, completing the final tranche of this award.

  154. Employment Agreements and Severance Benefits

    Employment Agreements and Severance Benefits Messrs. Fieldly and Langhans are each party to an employment agreement with the Company. We believe that having employment agreements with Messrs. Fieldly and Langhans is beneficial to us because it provides retentive value and subjects each of Messrs. Fieldly and Langhans to restrictive covenants. The employment agreements provide for benefits on certain terminations of employment. The terms of the employment agreements with Mr. Fieldly and Mr. Langhans are described beginning on page 47 of this proxy statement. There are no other employment agreements with our NEOs, but each of Messrs. Guilfoyle, Storey, and Mattessich are parties to offer letters with the Company. These offer letters set forth basic parameters of employment as of the date of hire, such as base salary, bonus eligibility, equity grant arrangements, and certain benefits. Current arrangements with each such individual are set forth in the discussion of Executive Compensation. Additionally, in 2024, we adopted an executive severance and change-in-control policy to encourage executives to focus on decision-making that is in the best interests of our stockholders without concern of job security or their personal financial situations. We will periodically review this policy in light of changing market practices, and we intend to make changes, as appropriate, to ensure that the policy continues to meet these objectives.

  155. Employment Agreements and Severance Benefits

    | | 2025 PROXY STATEMENT | 41 |

  156. Stock Ownership Policy

    | • | Shares acquired upon stock option exercises; and |

  157. Compensation Committee Interlocks and Insider Participation

    Compensation Committee Interlocks and Insider Participation For the year ended December 31, 2024, the Compensation Committee was composed of Joyce Russell, Chairperson, Nicholas Castaldo, Hal Kravitz, and Hans Melotte. Mr. Melotte joined the Board on September 18, 2024. Alexandre Ruberti also served on the Compensation Committee until his resignation from the Board on March 28, 2024. No member of our Compensation Committee was an officer or employee of the Company while serving on the Compensation Committee nor has any member ever been an officer of Celsius or its subsidiaries. No executive officer of Celsius has served as a director or a member of the compensation committee of another entity that has one or more executive officers who are also members of our Board or Compensation Committee.

  158. Summary Compensation Table

    Summary Compensation Table The following table shows the compensation of the NEOs for services to the Company during the years ended December 31, 2022, 2023, and 2024.

  159. Summary Compensation Table

    | SUMMARY COMPENSATION TABLE | | | | | | | | | | Name and Principal Position | Year | Salary | Bonus | Restricted Stock Awards (1) | Option Awards | Non-Equity Incentive Plan Compensation (2) | All Other Compensation (3) | Total | | John Fieldly | 2024 | $950,000 | - | $4,466,303 | - | $459,800 | $21,393 | $5,897,496 | | Chairman and Chief Executive Officer | 2023 | $650,000 | - | $1,649,970 | - | $958,750 | $1,793 | $3,260,513 | | | 2022 | $540,000 | - | $2,542,259 | - | $475,875 | $19,093 | $3,577,227 | | Jarrod Langhans | 2024 | $500,000 | - | $1,420,386 | - | $97,500 | $22,263 | $2,040,149 | | Chief Financial Officer | 2023 | $400,000 | - | $999,928 | - | $285,000 | $216 | $1,685,144 | | | 2022 | $350,000 | - | $2,186,411 | - | $146,473 | $51,732 | $2,734,616 | | Tony Guilfoyle | 2024 | $440,000 | - | $852,285 | - | $79,200 | $13,700 | $1,385,185 | | Chief Commercial Officer | 2023 | $397,756 | - | $599,999 | - | $270,000 | $5,698 | $1,273,453 | | | 2022 | $283,300 | - | $1,726,436 | - | $422,957 | $5,729 | $2,438,422 | | Paul Storey | 2024 | $361,735 | - | $852,285 | - | $48,834 | $17,489 | $1,280,343 | | Chief Supply Chain Officer | 2023 | $328,850 | - | $599,999 | - | $145,516 | $929 | $1,075,294 | | | 2022 | $316,200 | - | $966,437 | - | $75,888 | $703 | $1,359,228 | | Richard Mattessich | 2024 | $353,600 | - | $852,285 | - | $47,736 | $16,703 | $1,270,324 | | Chief Legal and Compliance Officer | | | | | | | | |

  160. Summary Compensation Table

    | (1) These amounts represent the aggregate grant date fair value of awards (RSUs and revenue-based PSUs) and Monte Carlo value of awards (relative TSR- and stock price achievement-based PSUs) granted in 2024, 2023 and 2022, calculated in accordance with Financial Accounting Standards Board Account Standards Codification Topic 718 (“FASB ASC Topic 718”). Assumptions used in the calculation of these amounts are discussed in Note 18 to our Consolidated Audited Financial Statements for the fiscal year ended December 31, 2024, included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The number of awards granted in 2024 is reflected in the “Grants of Plan-Based Awards in 2024” table, below. The values of performance-based RSUs granted in 2024 shown in the table above assume the target number of performance-based RSUs will be earned. The revenue-based and relative TSR-based PSUs granted in 2024 may pay out up to 200% of the target award, and the stock price achievement award may pay out upon achievement of a stock price hurdle (and is valued at $92.49 in the table below, which is the minimum stock price required for this award to vest), which would have amounted to the grant date fair values listed as the maximum total grant date fair value for each named executive officer in the table below. |

  161. Summary Compensation Table

    | Name | Maximum PSU total grant date fair value | | John Fieldly | $3,874,942 | | Jarrod Langhans | $919,248 | | Tony Guilfoyle | $551,771 | | Paul Storey | $551,771 | | Richard Mattessich | $551,771 |

  162. Summary Compensation Table

    | (2) Amounts represent payouts of our annual cash incentive awards in 2024, 2023, and 2022, and related to fiscal years 2024, 2023, and 2022, respectively. See “Compensation Discussion & Analysis – Annual Incentive Plan.” |

  163. Summary Compensation Table

    | (3) All Other Compensation in 2024 consisted of medical, premiums for life insurance, long-term disability, and the following additional amounts: |

  164. Summary Compensation Table

    | • | For Mr. Fieldly and Mr. Langhans, a cell phone allowance, dental and vision benefits |

  165. Summary Compensation Table

    | • | For Mr. Guilfoyle, an automobile allowance |

  166. Summary Compensation Table

    | • | For Mr. Storey and Mr. Mattessich, a cell phone allowance |

  167. Summary Compensation Table

    | 44 | 2025 PROXY STATEMENT | |

  168. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table The following table outlines the cash incentive awards and equity-based awards granted to the NEOs during the fiscal year ended December 31, 2024. All equity-based awards were granted under the 2015 Incentive Stock Plan.

  169. Grants of Plan-Based Awards Table

    | GRANTS OF PLAN-BASED AWARDS IN 2024 | | | | | | | | | | | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Units (#) (3) | | | Name | Grant Date | PSU Type | Threshold ($) | Target ($) | Maximum ($) | Threshold ($) | Target ($) | Maximum ($) | | Grant Date Fair Value of Stock awards ($) (4) | | Fieldly | | | $522,500 | $1,045,000 | $1,567,500 | | | | | | | | 5/17/2024 | | | | | | | | 8,062 (5) | $749,927 | | | 3/1/2024 | Kicker | | | | - | 9,461 | - | | $191,585 | | | 3/1/2024 | Revenue | | | | 4,731 | 9,461 | 18,922 | | $749,973 | | | 3/1/2024 | rTSR | | | | 4,731 | 9,461 | 18,922 | | $1,274,870 | | | 3/1/2024 | | | | | | | | 18,922 | $1,499,947 | | Langhans | | | $125,000 | $250,000 | $375,000 | | | | | | | | 3/1/2024 | Kicker | | | | - | 2,371 | - | | $48,013 | | | 3/1/2024 | Revenue | | | | 1,104 | 2,208 | 4,416 | | $175,028 | | | 3/1/2024 | rTSR | | | | 1,104 | 2,207 | 4,414 | | $297,393 | | | 3/1/2024 | | | | | | | | 11,353 | $899,952 | | Guilfoyle | | | $99,000 | $198,000 | $297,000 | | | | | | | | 3/1/2024 | Kicker | | | | - | 1,425 | - | | $28,856 | | | 3/1/2024 | Revenue | | | | 663 | 1,325 | 2,650 | | $105,033 | | | 3/1/2024 | rTSR | | | | 662 | 1,324 | 2,648 | | $178,409 | | | 3/1/2024 | | | | | | | | 6,812 | $539,987 | | Storey | | | $54,260 | $108,521 | $162,781 | | | | | | | | 3/1/2024 | Kicker | | | | - | 1,425 | - | | $28,856 | | | 3/1/2024 | Revenue | | | | 663 | 1,325 | 2,650 | | $105,033 | | | 3/1/2024 | rTSR | | | | 662 | 1,324 | 2,648 | | $178,409 | | | 3/1/2024 | | | | | | | | 6,812 | $539,987 | | Mattessich | | | $53,040 | $106,080 | $159,120 | | | | | | | | 3/1/2024 | Kicker | | | | - | 1,425 | - | | $28,856 | | | 3/1/2024 | Revenue | | | | 663 | 1,325 | 2,650 | | $105,033 | | | 3/1/2024 | rTSR | | | | 662 | 1,324 | 2,648 | | $178,409 | | | 3/1/2024 | | | | | | | | 6,812 | $539,987 |

  170. Grants of Plan-Based Awards Table

    | (1) Amounts represent the range of possible payouts that the NEOs could have earned as the annual incentive bonus for fiscal year 2024. Actual payments to the NEOs as the annual incentive bonus are reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. The amount in the “Threshold” column assumes performance with respect to each measure at the threshold level, resulting in payment of 50% of the target award. The amount in the “Maximum” column assumes that the maximum performance level is achieved for each performance measure, resulting in payment of 150% of the target award. |

  171. Grants of Plan-Based Awards Table

    | (2) Amounts represent the range of possible share payouts for the PSUs granted to the NEOs assuming that threshold, target and maximum performance conditions are achieved. The amount in the “Threshold” column assumes performance at the threshold level, resulting in a grant of 50% of the target number of PSUs. The amount in the “Maximum” column assumes performance at the maximum level, resulting in a grant of 200% of the target number of PSUs. The number of PSUs that are earned, if any, will be based on performance for fiscal years 2024 through 2026 and will be determined after the close of fiscal year 2026. |

  172. Grants of Plan-Based Awards Table

    | (3) Amounts relate to RSUs granted in March 2024 as part of the annual equity grant to NEOs. RSU grants will vest in three equal annual installments beginning on the first anniversary of the date of grant. |

  173. Grants of Plan-Based Awards Table

    | (4) Amounts represent the aggregate grant date fair value of the RSUs and PSUs granted to the NEOs, calculated in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are discussed in Note 14 to our Consolidated Audited Financial Statements for the fiscal year ended December 31, 2024, included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. |

  174. Grants of Plan-Based Awards Table

    | | 2025 PROXY STATEMENT | 45 |

  175. Grants of Plan-Based Awards Table

    | (5) Amounts relate to incremental RSUs granted in May 2024 as part of Mr. Fieldly’s off cycle pay review, further described in the section titled “CEO Off-Cycle Pay Review” in the Compensation Discussion and Analysis. RSU grants will vest in three equal annual installments beginning on the first anniversary of the date of grant. |

  176. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table identifies equity awards that have been previously awarded to each of the NEOs and which were outstanding as of December 31, 2024.

  177. Outstanding Equity Awards at Fiscal Year End

    | 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END | | | | | | | | | | | | | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) (1) | Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (2) | Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (1) | | Fieldly | 5/17/2024 | | | | | | 8,062(3) | $212,353 | | | | | 3/1/2024 | | | | | | | | 9,461(4) | $249,203 | | | 3/1/2024 | | | | | | | | 9,461(5) | $249,203 | | | 3/1/2024 | | | | | | | | 4,731(6) | $124,601 | | | 3/1/2024 | | | | | | 18,922(7) | $498,405 | | | | | 1/1/2023 | | | | | | 31,718(8) | $835,452 | | | | | 1/1/2022 | | | | | | 12,000(14) | $316,080 | | | | | 1/1/2021 | 888,078 | | | 14.21 | 1/1/2031 | | | | | | | 10/23/2019 | 450,000 | | | 1.08 | 10/23/2029 | | | | | | | 1/24/2019 | 370,002 | | | 1.24 | 1/24/2029 | | | | | | Langhans | 3/1/2024 | | | | | | | | 2,371(4) | $62,452 | | | 3/1/2024 | | | | | | | | 2,208(5) | $58,159 | | | 3/1/2024 | | | | | | | | 1,104(6) | $29,066 | | | 3/1/2024 | | | | | | 11,353(7) | $299,038 | | | | | 1/1/2023 | | | | | | 19,222(8) | $506,307 | | | | | 4/18/2022 | | | | | | 22,314(9) | $587,751 | | | | Guilfoyle | 3/1/2024 | | | | | | | | 1,425(4) | $37,535 | | | 3/1/2024 | | | | | | | | 1,325(5) | $34,901 | | | 3/1/2024 | | | | | | | | 662(6) | $17,437 | | | 3/1/2024 | | | | | | 6,812(7) | $179,428 | | | | | 1/1/2023 | | | | | | 11,534(8) | $303,806 | | | | | 1/1/2022 | | | | | | 8,400(10) | $221,256 | | | | | 11/19/2020 | | | | | | 27,524(11) | $724,969 | | | | Storey | 3/1/2024 | | | | | | | | 1,425(4) | $37,535 | | | 3/1/2024 | | | | | | | | 1,325(5) | $34,901 | | | 3/1/2024 | | | | | | | | 662(6) | $17,437 | | | 3/1/2024 | | | | | | 6,812(7) | $179,428 | | | | | 1/1/2023 | | | | | | 11,534(8) | $303,806 | | | | | 1/1/2022 | | | | | | 8,400(10) | $221,256 | | | | | 5/5/2021 | | | | | | 10,290(12) | $271,039 | | | | Mattessich | 3/1/2024 | | | | | | | | 1,425(4) | $37,535 | | | 3/1/2024 | | | | | | | | 1,325(5) | $34,901 | | | 3/1/2024 | | | | | | | | 662(6) | $17,437 | | | 3/1/2024 | | | | | | 6,812(7) | $179,428 | | | | | 11/1/2023 | | | | | | 6,700(13) | $176,478 | | |

  178. Outstanding Equity Awards at Fiscal Year End

    | 46 | 2025 PROXY STATEMENT | |

  179. Outstanding Equity Awards at Fiscal Year End

    | (1) Market value is determined using the December 31, 2024 closing price of the Company’s common stock of $26.34 per share. |

  180. Outstanding Equity Awards at Fiscal Year End

    | (2) PSUs that may vest upon achievement of certain predetermined performance goals and assuming continued employment through the vesting period. 100% of the remaining PSUs vest on March 1, 2027 if the performance goals are achieved. |

  181. Outstanding Equity Awards at Fiscal Year End

    | (3) RSUs vest in equal installments on May 17, 2025, May 17, 2026, and May 17, 2027. |

  182. Outstanding Equity Awards at Fiscal Year End

    | (4) PSUs are scheduled to vest in March 2027 based upon the achievement of an absolute stock price multiple as described in the section titled “Long-Term Incentives” in the Compensation Discussion & Analysis. |

  183. Outstanding Equity Awards at Fiscal Year End

    | (5) PSUs are scheduled to vest in March 2027 based upon the achievement of revenue goals as described in the section titled “Long-Term Incentives” in the Compensation Discussion & Analysis. |

  184. Outstanding Equity Awards at Fiscal Year End

    | (6) PSUs are scheduled to vest in March 2027 based upon the achievement of relative TSR goals as described in the section titled “Long-Term Incentives” in the Compensation Discussion & Analysis. |

  185. Outstanding Equity Awards at Fiscal Year End

    | (7) RSUs vest in equal installments on March 1, 2025, March 1, 2026, and March 1, 2027. |

  186. Outstanding Equity Awards at Fiscal Year End

    | (8) RSUs vest in equal installments on January 1, 2025, and January 1, 2026. |

  187. Outstanding Equity Awards at Fiscal Year End

    | (9) RSUs vest in equal installments on April 18, 2025, and April 18, 2026 |

  188. Outstanding Equity Awards at Fiscal Year End

    | (10) RSUs vested on January 1, 2025 |

  189. Outstanding Equity Awards at Fiscal Year End

    | (11) RSUs vest on November 19, 2025 |

  190. Outstanding Equity Awards at Fiscal Year End

    | (12) RSUs vest in equal installments on May 5, 2025, and May 5, 2026 |

  191. Outstanding Equity Awards at Fiscal Year End

    | (13) RSUs vest in equal installments on November 1, 2025, and November 1, 2026 |

  192. Outstanding Equity Awards at Fiscal Year End

    | (14) Mr. Fieldly’s outstanding 2022 award reflects the cancelation of 6,000 outstanding RSUs that were awarded on January 1, 2022 |

  193. Option Exercises and stock Vested in 2024

    Option Exercises and stock Vested in 2024 The following table identifies the number of shares of our common stock acquired by our NEOs upon the exercise of outstanding stock options and the vesting of restricted stock and RSU awards during the year ended December 31, 2024.

  194. Option Exercises and stock Vested in 2024

    | 2024 OPTION EXERCISES AND STOCK VESTED | | | | | | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) (1) | Number of Shares Acquired on Vesting (#) (2) | Value Realized on Vesting ($) (3) | | Fieldly | 1,490,145 | $48,368,390 | 93,510 | $4,908,275 | | Langhans | | | 35,418 | $1,924,632 | | Guilfoyle | | | 76,122 | $3,226,643 | | Storey | | | 23,460 | $1,327,349 | | Mattessich | | | 3,348 | $105,395 |

  195. Option Exercises and stock Vested in 2024

    | (1) The value realized upon exercise is the difference between the closing price of the Company’s common stock on the date of exercise and the exercise price of the options, multiplied by the number of shares acquired upon exercise. |

  196. Option Exercises and stock Vested in 2024

    | (2) Amounts do not take into consideration any shares withheld by the Company to satisfy employee income taxes. |

  197. Option Exercises and stock Vested in 2024

    | (3) Represents the value realized upon the grant of vested stock and the vesting of RSUs, based on the market value of the Company’s common stock on the vesting date. |

  198. Potential Payments on Termination or Change in Control

    Potential Payments on Termination or Change in Control We have employment agreements with Mr. Fieldly and Mr. Langhans. The employment agreements provide for certain post-employment benefits, which are described below. In addition, we have adopted an executive severance and Change in Control plan, which covers all of our NEOS, as described below.

  199. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), we are providing disclosure regarding the ratio of the annual total compensation of our Chief Executive Officer, John Fieldly, to that of our median employee. Our CEO to median employee pay ratio was calculated in accordance with Item 402(u) of Regulation S-K, and represents a reasonable estimate. For 2024, we identified a median employee by using annualized salary, our consistently applied compensation measure, for the 1,073 individuals who were employed by us on December 31, 2024, excluding our CEO. All compensation data was converted to U.S. dollars using a conversion factor on December 31, 2024, and we did not provide for any cost-of-living adjustments. Based on this data and process, we determined that our median employee was an exempt employee with annual total compensation in 2024 of $71,841. With respect to the annual total compensation of our Chief Executive Officer, we used the amount reported in the “Total” column of our 2024 Summary Compensation Table above, $5,897,496. Therefore, the ratio of our Chief Executive Officer’s annual total compensation to the median employee’s annual total compensation in 2024 was 82 to 1. The pay ratio as described above involves a degree of imprecision due to the use of estimates and assumptions, but is a reasonable estimate that we calculated in a manner consistent with Item 402(u) of Regulation S-K.

  200. CEO Pay Ratio

    | | 2025 PROXY STATEMENT | 51 |

  201. Pay Versus Performance

    Pay Versus Performance In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation and Company performance for fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the fiscal years shown.

  202. Pay Versus Performance

    | PAY-VERSUS-PERFORMANCE | | | | | | | | | | | | Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (1),(2),(3) | Average Summary Compensation Table Total for Non-PEO NEOs (1) | Average Compensation Actually Paid to Non-PEO NEOs (1),(2),(3) | | Value of Initial Fixed $100 Investment Based On: (4) | | Net Income ($MM) | | Revenue (5) ($MM) | | | | | | | | TSR | Peer Group TSR | | | | | 2024 | $5,897,496 | $952,929 | $1,494,000 | -$ | 138,358 | $1,636 | $129 | | 145.074 | $1,355.6 | | 2023 | $3,260,513 | $11,751,819 | $1,225,448 | | 3,220,521 | $3,386 | $130 | | 226.801 | $1,318.0 | | 2022 | $3,577,227 | $6,065,431 | $1,959,469 | | 2,565,921 | $2,154 | $136 | -$ | 187.282 | $653.6 | | 2021 | $12,214,089 | $33,413,121 | $2,676,340 | | 10,147,590 | $1,544 | $126 | | 3.937 | $314.3 | | 2020 | $816,288 | $18,129,388 | $443,646 | | 13,411,646 | $1,042 | $110 | | 8.524 | $130.7 |

  203. Pay Versus Performance

    | (1) The Principal Executive Officer (“PEO”) from 2020 through 2024 is John Fieldly. The Non-PEO NEOs for whom the average compensation is presented in this table are as follows: |

  204. Pay Versus Performance

    | - | 2024: Jarrod Langhans, Tony Guilfoyle, Paul Storey, and Richard Mattessich |

  205. Pay Versus Performance

    | - | 2023: Jarrod Langhans, Tony Guilfoyle, Toby David, and Paul Storey |

  206. Pay Versus Performance

    | - | 2022: Edwin Negron-Carballo, Jarrod Langhans, Tony Guilfoyle, Toby David, and Paul Storey |

  207. Pay Versus Performance

    | - | 2021 and 2020: Edwin Negron-Carballo |

  208. Pay Versus Performance

    | (2) The amounts shown as Compensation Actually Paid (“CAP”) have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually realized or received by the Company’s NEOs. These amounts reflect total compensation as set forth in the Summary Compensation Table for each year, adjusted as described in footnote 3 below. |

  209. Pay Versus Performance

    | (3) Compensation Actually Paid reflects the exclusions and inclusions for the PEO and the NEOs set forth below. Amounts excluded, which are set forth in the Exclusion of Stock Awards columns below, represent the Stock Awards amounts from the applicable Summary Compensation Table. Amounts included in the Inclusion of Equity Values column below are the aggregate of the following components, as applicable: the fair value as of the end of the fiscal year of unvested equity awards granted in that year; the change in fair value during the year of equity awards granted in prior years that remained outstanding and unvested at the end of the year; and the change in fair value during the year through the vesting date of equity awards granted in prior years that vested during that year, less the fair value at the end of the prior year of awards granted prior to the year that failed to meet applicable vesting conditions during the year. Equity values are calculated in accordance with FASB ASC Topic 718. |

  210. Pay Versus Performance

    | (4) For purposes of this disclosure, the peer group for 2024 and 2023 is the custom group of peers consisting of Monster Beverage Corporation, Keurig Dr Pepper, PepsiCo, The Coca-Cola Company, and Starbucks Corporation, the same peer group used in the stock performance graph in our Annual Report on Form 10-K required under section 201I for fiscal 2024. Dollar values assume $100 was invested for the cumulative period from December 31, 2019 through December 31, 2024, in either the Company or the custom peer group, and reinvestment of the pre-tax value of dividends paid. Historical stock performance is not necessarily indicative of future stock performance. The peer group for 2020-2022 consisted of Monster Beverage Corporation, National Beverage Corp, Primo Water Corp, Keurig Dr Pepper, PepsiCo, and The Coca-Cola Company, which was the custom peer group disclosed in our Annual Report on Form 10-K stock performance graph for fiscal 2022; the value of a $100 investment in this prior peer group would have been $132 for 2024. |

  211. Pay Versus Performance

    | (5) We determined Revenue to be the “most important” financial performance measure used to link performance to Compensation Actually Paid to our PEO and other NEOs in fiscal 2024, in accordance with Item 402(v) of Regulation S-K. |

  212. Pay Versus Performance

    | 52 | 2025 PROXY STATEMENT | |

  213. Pay Versus Performance

    | Adjustments Made to Determine Compensation Actually Paid (CAP) | | | | | | 2024 | | Summary Compensation Table Total | PEO | $5,897,496 | | | Average Non-PEO NEOs | $1,494,000 | | Deduction for amounts reported under the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table | PEO | $4,466,303 | | | Average Non-PEO NEOs | $994,311 | | Increase for year-end fair value of awards granted during year that remain unvested as of year-end | PEO | $1,085,509 | | | Average Non-PEO NEOs | $234,070 | | Increase/Deduction for change in fair value from prior year-end to current year-end of awards granted prior to that year that were outstanding and unvested as of year-end | PEO | -$1,231,973 | | | Average Non-PEO NEOs | -$887,086 | | Increase for fair value as of the vesting dates for awards granted during year that vest during the year | PEO | $0 | | | Average Non-PEO NEOs | $0 | | Increase/Deduction for change in fair value from prior year-end to current year-end of awards granted prior to that year that vested during year | PEO | -$4,680 | | | Average Non-PEO NEOs | $14,968 | | Deduction for fair value of awards granted prior to year that were forfeited during year | PEO | -$327,120 | | | Average Non- PEO NEOs | $0 | | Compensation Actually Paid | PEO | $952,929 | | | Average Non-PEO NEOs | -$138,358 |

  214. Description of Relationship Between NEO Compensation Actually Paid (“CAP”) and Total Shareholder Return (“TSR”)

    Description of Relationship Between NEO Compensation Actually Paid (“CAP”) and Total Shareholder Return (“TSR”) The following chart sets forth the relationship between CAP to our PEO (i.e., CEO), the average of CAP to our other NEOs, the Company’s cumulative TSR, and the Peer Group’s cumulative TSR over the fiscal three year period from 2020 through 2024.

  215. Description of Relationship Between NEO Compensation Actually Paid (“CAP”) and Total Shareholder Return (“TSR”)

    | | 2025 PROXY STATEMENT | 53 |

  216. Description of Relationship Between NEO Compensation Actually Paid and Net Income

    Description of Relationship Between NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between CAP to our PEO (i.e., CEO), the average of CAP to our other NEOs, and our net income during fiscal 2020 through 2024.

  217. Description of Relationship Between NEO Compensation Actually Paid and Revenue

    Description of Relationship Between NEO Compensation Actually Paid and Revenue The following chart sets forth the relationship between CAP to our PEO (i.e., CEO), the average of CAP to our other NEOs, and Revenue during fiscal 2020 through 2024.

  218. Description of Relationship Between NEO Compensation Actually Paid and Revenue

    | 54 | 2025 PROXY STATEMENT | |

  219. Most Important Measures to Determine Compensation Actually Paid for the fiscal year ended December 31, 2024

    Most Important Measures to Determine Compensation Actually Paid for the fiscal year ended December 31, 2024 The four items listed in the table below represent the most important metrics we used to link compensation actually paid to our NEOs, for the fiscal year ended December 31, 2024, to Company performance.

  220. Most Important Measures to Determine Compensation Actually Paid for the fiscal year ended December 31, 2024

    | Revenue | | Gross Profit | | Adjusted EBITDA | | Relative TSR |

  221. Securities Authorized for Issuance Under Equity Compensation Plans

    | • | Limit on non-employee annual director pay: $500,000** |

  222. 2024 DIRECTOR COMPENSATION

    2024 DIRECTOR COMPENSATION

  223. 2024 DIRECTOR COMPENSATION

    | Name(1) | Fees Earned or Paid in Cash | Stock Awards(2) | All Other Compensation | Total | | Nick Castaldo | $80,000 | $124,930 | - | $204,930 | | Damon DeSantis | $90,000 | $124,930 | - | $214,930 | | Israel Kontorovsky(3) | $0 | $0 | - | $0.00 | | Hal Kravitz | $110,000 | $124,930 | - | $234,930 | | Jim Lee(3) | $0 | $0 | - | $0.00 | | Caroline Levy | $80,000 | $124,930 | - | $204,930 | | Hans Melotte(2) | $22,608 | $47,926 | - | $70,534 | | Cheryl Miller | $95,000 | $124,930 | - | $219,930 | | Alexandre Ruberti(4) | $20,000 | $124,930 | - | $144,930 | | Joyce Russell | $92,500 | $124,930 | - | $217,430 |

  224. 2024 DIRECTOR COMPENSATION

    | (1) Mr. Fieldly is an employee of the Company and does not receive compensation in his capacity as a director and therefore is not included in the above chart. Please see “Executive Compensation—Summary Compensation Table” and the narratives that follow for information regarding Mr. Fieldly’s compensation. |

  225. 2024 DIRECTOR COMPENSATION

    | (2) These amounts represent the aggregate grant date fair value of RSUs granted in 2024, calculated in accordance with Financial Accounting Standards Board Account Standards Codification Topic 718 (“FASB ASC Topic 718”). Assumptions used in the calculation of these amounts are discussed in Note 18 to our Consolidated Audited Financial Statements for the fiscal year ended December 31, 2024, included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The RSUs vest in full on the one year anniversary of their date of grant, except for the RSUs granted to Mr. Melotte, for which the vesting date has been pro-rated given his commencement as a director on September 18, 2024. |

  226. 2024 DIRECTOR COMPENSATION

    | (3) Mr. Kontorovsky was appointed to the Board on October 29, 2024 as a designee of PepsiCo, and he does not receive compensation for his service on the Board. Mr. Kontorovsky replaced Mr. Jim Lee, who was the prior designee of PepsiCo and who resigned from the Board on September 18, 2024. Mr. Jim Lee similarly did not receive compensation for his service on the Board. |

  227. 2024 DIRECTOR COMPENSATION

    | (4) Mr. Ruberti resigned from the Board on March 28, 2024 and, accordingly, his 2024 equity award was forfeited. |

  228. 2024 DIRECTOR COMPENSATION

    | | 2025 PROXY STATEMENT | 57 |

  229. 2024 DIRECTOR COMPENSATION

    CORPORATE GOVERNANCE HIGHLIGHTS

  230. Why Stockholders Should Vote to Approve the 2025 Plan

    | ○ | Non-employee director pay limit. The 2025 Plan limits the annual compensation, inclusive of cash compensation and equity awards, that may be provided to non-employee directors to $500,000 ($750,000 for the Chairman of the Board), subject to limited exceptions for initial equity grants and extraordinary circumstances. |