Cheryl Miller
Director at CELH
Board
About Cheryl Miller
Independent director at Celsius Holdings (CELH) since August 2021; age 52. Former President/CEO and CFO at AutoNation; CFO roles at JM Family Enterprises and West Marine. Holds a bachelor’s in finance and business administration from James Madison University; NACD Directorship Certified. Currently chairs CELH’s Audit & Enterprise Risk Committee and serves on the Governance & Nominating Committee; designated audit committee financial expert. Also a director at Tyson Foods (chairs Compensation & Leadership Development; member Audit) and Old Dominion Freight Line (Audit and Risk committees).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AutoNation, Inc. | President & CEO; EVP & CFO; Treasurer; VP IR; Director | 2010–Apr 2020 (management); Board Jul 2019–Jul 2020 | Led finance and later CEO; public company operational leadership in retail automotive |
| JM Family Enterprises | Executive Strategic Advisor; EVP & CFO | Apr–Dec 2021 (advisor); Jan–Apr 2021 (CFO) | Corporate finance leadership at diversified automotive company |
| West Marine | Chief Financial Officer | Jan–Oct 2022 | Omni-channel retail CFO experience |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Tyson Foods, Inc. (TSN) | Director | Since 2016 | Chairs Compensation & Leadership Development; member Audit |
| Old Dominion Freight Line, Inc. | Director | Current | Audit and Risk committees |
Board Governance
- Independence: Board determined all directors except CEO John Fieldly are independent; directors on Audit and Compensation meet heightened independence standards.
- Committee assignments: Chair – Audit & Enterprise Risk; Member – Governance & Nominating. Audit committee includes Miller, Kontorovsky, Levy, Melotte, Russell; Governance committee chaired by DeSantis with Miller as member.
- Audit committee expertise: Miller qualifies as an “audit committee financial expert.”
- Attendance/engagement: In 2024 the Board met 8 times; Audit 6; Compensation 5; Governance 2; each director attended at least 75% of meetings; all directors attended the 2024 annual meeting; independent directors hold regular executive sessions.
Fixed Compensation (Director Pay)
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $80,000 | 2024 program |
| Committee chair fee (Audit) | $15,000 | Audit chair premium |
| Annual equity grant (RSUs) | $124,930 | Grant date fair value in 2024; vests at one year (pro rata for mid-year joins) |
| Total 2024 director compensation (Miller) | $219,930 | $95,000 fees + $124,930 stock awards |
Performance Compensation
| Equity Vehicle | Vesting | Performance Link |
|---|---|---|
| RSUs (non-employee directors) | Full vest at one-year anniversary of grant (pro-rated for mid-year joins) | Time-based; no PSUs/options for directors in 2024 program |
Other Directorships & Interlocks
- Tyson Foods: Food producer; Miller chairs the compensation committee and serves on audit; governance exposure in food sector.
- Old Dominion Freight Line: LTL freight carrier; Miller sits on audit and risk committees.
- CELH disclosure shows no related-party transactions involving Miller; identified related-party leases involve DeSantis-affiliated entities, reviewed by Audit committee.
Expertise & Qualifications
- Financial leadership (CFO/CEO), capital markets, audit oversight; designated audit committee financial expert.
- Governance qualifications: NACD Directorship Certified; extensive board-level compensation and audit committee experience.
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (CELH common) | 16,741 shares; less than 1% of class (257,734,354 shares outstanding) |
| Director stock ownership guideline | $300,000 required; must meet by later of 5 years from appointment or Nov 1, 2027; retain shares until compliant |
| Compliance status | All non-employee directors met ownership requirements in the annual measurement period |
| Hedging/pledging policy | Prohibited for directors and officers; all in compliance at proxy date |
Insider Trades
| Filing Date | Transaction Date | Type | Shares | Price | Source |
|---|---|---|---|---|---|
| Mar 5, 2024 | Mar 1, 2024 | Sale (S) | 3,000 | $83.66 | |
| Mar 5, 2024 | Mar 1, 2024 | Award (A) (RSUs) | 1,576 | — |
Note: CELH’s investor site lists a Form 4 filed for Cheryl Miller on Mar 4, 2025 (statement of changes in beneficial ownership); specific transaction details not disclosed here.
Governance Assessment
- Strengths: Independent director with deep CFO/CEO experience; chairs Audit & Enterprise Risk, designated financial expert; strong attendance and engagement; compliant with stock ownership guidelines; subject to robust anti-hedging/pledging and clawback frameworks.
- Compensation alignment: Director pay mix includes meaningful equity via RSUs, aligning incentives with shareholders; capped annual director pay with explicit chair differentials.
- Conflicts/related-party risk: No related-party transactions disclosed involving Miller; family relationships none; board rotation and independence policies in place.
- Red flags: None disclosed specific to Miller. Note the Audit committee includes a PepsiCo designee; Board confirms heightened independence standards are met.