Damon DeSantis
Director at CELH
Board
About Damon DeSantis
Independent director of Celsius Holdings, Inc. since August 2021; age 61. Former CEO and director of Rexall Sundown Nutritional Company (until 2001), principal of Arcus Capital Partners, and board member at Integrated BioPharma Inc. (Nasdaq: INBP). He is the son of Carl DeSantis, formerly one of the principal stockholders of Celsius .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rexall Sundown Nutritional Company | Chief Executive Officer; Board Member | Until 2001 | Led development, manufacturing, distribution across 2,800 SKUs globally |
| Arcus Capital Partners | Principal | Not disclosed | SEC-registered investment adviser; private investments across hospitality/financial services/spirits/cannabis |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Integrated BioPharma Inc. (INBP) | Director | Since June 2022 | Board service; INBP director compensation historically includes meeting fees and stock options |
| MacPherson’s (private) | Board of Advisors | Not disclosed | Largest employee‑owned distributor of creative materials; advisory role |
Board Governance
- Independence: Board determined all directors except CEO John Fieldly are independent; DeSantis meets Nasdaq/SEC independence standards .
- Committee leadership and assignments (2024–2025):
- Governance & Nominating Committee: Chair (DeSantis) with Castaldo, Levy, Miller .
- Audit & Enterprise Risk Committee: Miller (Chair), Kontorovsky, Levy, Melotte .
- Human Resources & Compensation Committee: Russell (Chair), Castaldo, Kravitz, Melotte .
- Attendance: In 2024, Board met 8 times; committees (Audit 6; Compensation 5; Governance 2). Each director attended at least 75% of Board and applicable committee meetings; independent directors hold regular executive sessions .
- Lead Independent Director: Hal Kravitz .
Fixed Compensation
Program structure and Damon DeSantis actuals:
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Annual Cash Retainer (program) | $70,000 | $80,000 | Increased for 2024 to align with market |
| Committee Chair Fees (program) | Governance Chair $5,000 | Governance Chair $10,000 | Audit Chair $15,000; Comp Chair $12,500; Lead Independent $30,000 from 2024 |
| Damon DeSantis – Cash Fees (actual) | $75,000 | $90,000 | 2024 likely reflects $80k base + $10k Governance Chair |
| Damon DeSantis – RSU Award (grant date fair value) | $114,964 | $124,930 | RSUs vest in full one year from grant |
| Damon DeSantis – Total Director Pay | $189,964 | $214,930 | — |
Performance Compensation
Director equity awards are time‑based RSUs; no performance conditions.
| Equity Element | 2023 | 2024 | Vesting Terms |
|---|---|---|---|
| Annual RSU (DeSantis – grant date fair value) | $114,964 | $124,930 | Vests 100% one year after grant; pro‑rated for new directors where applicable |
| Program changes | RSUs $115,000 (program) | RSUs $125,000 (program) | Move to higher RSU value in 2024 |
Other Directorships & Interlocks
- INBP Director (public) .
- Advisory board member at MacPherson’s (private) .
- Family affiliations: Son of Carl DeSantis; broader DeSantis family and related entities (CD Financial, GRAT 1) are significant Celsius shareholders per Schedule 13G/A; however, Board affirmed independence after reviewing relationships .
Expertise & Qualifications
- Consumer health and wellness, nutraceutical operations (Rexall Sundown leadership) .
- Capital allocation and investment oversight (Arcus Capital Partners) .
- Public company board experience (INBP), plus private company advisory roles .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Damon DeSantis | 2,684,711 | 1.04% | As of April 1, 2025 record date (257,734,354 shares outstanding) |
| Ownership Guidelines (Non‑Employee Directors) | $300,000 minimum value | — | Must meet by later of Nov 1, 2027 or 5 years from appointment; retain all shares until compliant |
| Compliance | All NEOs and non‑employee directors met ownership requirements during annual measurement period | — | — |
| Hedging/Pledging | Prohibited; all directors in compliance | — | — |
Governance Assessment
- Strengths:
- Independent director leading Governance & Nominating; clear stock ownership policy and anti‑hedging/pledging controls; strong committee structure and regular executive sessions .
- Active shareholder engagement: DeSantis participated in 2022–2023 outreach addressing compensation/governance; program improvements followed (e.g., RSU/PSU structure for executives; director pay updates) .
- Risks/RED FLAGS:
- Family ties: DeSantis family entities (CD Financial, GRAT 1, trusts) hold large stakes in Celsius; potential perceived influence though Board affirmed independence after review .
- Section 16 reporting: Prior year (2023) late Form 4s were disclosed for multiple insiders including Damon DeSantis; improved to full compliance in 2024 .
- Compensation alignment: Director pay mix is cash + time‑based RSUs (no performance metrics), standard for industry; retainer and chair fees increased to reflect company growth, maintaining alignment via equity .
Appendix: Reference Committee Table (2025)
| Audit & Enterprise Risk | Human Resources & Compensation | Governance & Nominating |
|---|---|---|
| Cheryl Miller (Chair), Israel Kontorovsky, Caroline Levy, Hans Melotte | Joyce Russell (Chair), Nicholas Castaldo, Hal Kravitz, Hans Melotte | Damon DeSantis (Chair), Nicholas Castaldo, Caroline Levy, Cheryl Miller |
Key board policies: Director rotation at age 75; Lead Independent Director duties defined; robust Codes of Ethics; board risk oversight; anti‑hedging/pledging; director ownership requirements **[1341766_0001193125-25-080192_d912506ddef14a.htm:29]** **[1341766_0001193125-25-080192_d912506ddef14a.htm:30]** **[1341766_0001193125-25-080192_d912506ddef14a.htm:31]**.