Caroline Levy
Director at CELH
Board
About Caroline Levy
Independent director at Celsius Holdings since July 2020; age 62. Former top-ranked consumer/CPG equity research analyst with 30+ years covering beverages; founder of Caroline Levy Advisory Services (Nov 2019–present). The Board classifies her as independent under Nasdaq/SEC standards. Degrees in economics and accounting from the University of Cape Town.
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| Caroline Levy Advisory Services | Founder | Since Nov 2019 | Strategic and financial advice to investors and corporations in beverages/household/cosmetics |
| Macquarie Group Limited | Senior Equity Research Analyst (beverages) | 2017–2019 | Covered large/small-cap beverage companies |
| CLSA | Managing Director and Senior Analyst | Eight years | Senior beverage analyst |
| UBS | Head, U.S. Consumer Research; COO U.S. Equity Research; Chair, Investment Review Committee | A decade | Led U.S. consumer research team; research operations leadership |
External Roles
| Organization | Role | Tenure/Status | Committees/Notes |
|---|---|---|---|
| Health-Ade Kombucha | Director | Current | Strategy Committee member |
| Athletic Brewing Company | Director | Current | Non-alcoholic craft beer company |
No public company directorships listed for Ms. Levy in the proxy biography.
Board Governance
- Committees
- Audit and Enterprise Risk Committee (member); designated an “audit committee financial expert” under Item 407 of Regulation S-K.
- Governance and Nominating Committee (member).
- Independence: Board determined all directors other than the CEO are independent under Nasdaq/SEC rules.
- Attendance and engagement: In 2024 the Board met 8x; Audit 6x; Compensation 5x; Governance 2x. Each director attended ≥75% of Board/committee meetings during their service; all then-current directors attended the 2024 annual meeting. Independent directors hold regular executive sessions.
- Lead Independent Director: Hal Kravitz.
Fixed Compensation
2024 director compensation (individual and program):
| Item | Amount | Notes |
|---|---|---|
| Cash retainer (Levy) | $80,000 | Fees earned/paid in cash in 2024 |
| Equity (Levy) | $124,930 | 2024 RSU grant (vests in one year); total $204,930 |
| Program – Annual Cash Retainer | $80,000 | Standard for non-employee directors |
| Program – Annual Equity Award | RSUs with ~$125,000 grant-date FV | Vests in full after one year (pro-rated for partial-year appointments) |
| Committee Chair Fees | Audit $15,000; Compensation $12,500; Governance $10,000 | Additional to base retainer |
| Lead Independent Director Fee | $30,000 | Additional to base retainer |
| Director Pay Limit | $500,000 (Chair of Board up to $750,000) | Per 2025 Omnibus Plan, inclusive of cash + equity; CEO/Chair receives no director pay |
Performance Compensation
| Performance-Linked Elements in Director Pay | Details |
|---|---|
| None disclosed | Director equity grants are time-based RSUs that vest after one year; no director performance metrics/PSUs disclosed. |
Other Directorships & Interlocks
| Category | Company | Nature |
|---|---|---|
| Private/Consumer | Health-Ade Kombucha | Director; Strategy Committee |
| Private/Consumer | Athletic Brewing Company | Director |
Related-party/Interlocks at CELH: The proxy discloses related-party office leases tied to entities affiliated with director Damon DeSantis/CD Financial; no related-party transactions are attributed to Ms. Levy. Such transactions are reviewed under the Company’s Related Party Transaction Policy.
Expertise & Qualifications
- Audit/financial expertise: Designated audit committee financial expert; extensive accounting/finance background from decades in equity research and capital markets.
- Industry: Deep beverage/CPG sector knowledge from 30+ years as a consumer stock analyst.
- Governance/board education: Member of Extraordinary Women on Boards; recognized by Institutional Investor All-Star and Wall Street Journal analyst rankings.
- Education: Economics and accounting degrees, University of Cape Town.
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 37,891 | As of record date (Apr 1, 2025) |
| Ownership % of outstanding | <1% | Based on 257,734,354 shares outstanding; table denotes “* Less than 1%” |
| Shares pledged/hedged | Prohibited; all directors in compliance | Anti-hedging and anti-pledging policy; directors and officers compliant as of proxy date |
| Director stock ownership guideline | $300,000 | Must be met by later of Nov 1, 2027 or 5 years after appointment; retention until met |
| Compliance with ownership guideline | In compliance (company-wide statement) | “All … non-employee directors met the ownership requirements during our annual measurement period.” |
Governance Assessment
- Positives for investor confidence
- Independent director with deep beverage/CPG expertise; audit committee financial expert—strengthens financial oversight and risk management.
- Active on Audit and Governance & Nominating Committees, aligning with her finance and research background; Board/committee attendance standards met; independent executive sessions in place.
- Strong alignment: meaningful equity component in director pay, ownership guideline ($300k) with retention requirement; anti-hedging/pledging policy with full compliance reported.
- Board responsiveness to shareholder feedback: following a 59.9% Say-on-Pay result in 2022, the company conducted outreach (≈30% of outstanding shares) and implemented governance/compensation improvements—clawback policy, stock ownership requirements, double-trigger CIC provisions in new equity plan, elimination of evergreen.
- Watch items
- External beverage board roles (Health-Ade, Athletic Brewing) are sector-adjacent; not identified as conflicts, but monitor for any business dealings that could trigger related-party considerations (policy requires Audit Committee review).
- Broader board oversight of executive pay remains under scrutiny given prior Say-on-Pay result (2022), though structural changes have been disclosed.
Attendance and integrity signals: The Board reports all directors met ≥75% attendance thresholds, and all attended the 2024 annual meeting; independence affirmed for all non-management directors.