Hal Kravitz
Lead Independent Director at CELH
Board
About Hal Kravitz
Hal Kravitz (age 67) is CELH’s Lead Independent Director and has served on the Board since April 2016; he was elected Lead Independent Director in July 2021. He holds a degree in accounting from the University of Georgia and brings more than 30 years of executive experience in beverage/CPG, including senior roles within the Coca‑Cola system (President of Glaceau/Vitaminwater & Smartwater; Chief Revenue Officer at Coca‑Cola Enterprises), CEO of AQUAhydrate, and advisory roles in consumer products and technology. His background positions him as a seasoned operator and brand builder in beverages, providing oversight credibility on strategy, growth, and commercialization.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CELSIUS Holdings, Inc. | Director | Apr 2016–present | Board member; oversight of strategy and performance |
| CELSIUS Holdings, Inc. | Lead Independent Director | Jul 2021–present | Leads independent director executive sessions; agenda-setting; liaison to CEO/Chair; can be removed by majority of independents |
| AQUAhydrate, Inc. | Chief Executive Officer | 2014–2018 | Led premium bottled water manufacturer; commercialization/brand growth |
| Certified Management Group (Advantage Solutions division) | President | Nov 2018–Nov 2021 | Commercial leadership across CPG services |
| Coca‑Cola system (incl. Glaceau; Coca‑Cola Enterprises) | President (Glaceau); Chief Revenue Officer (CCE); other exec roles | ~30 years (various) | Revenue management, brand portfolio scaling (Vitaminwater/Smartwater) |
| InterContinental Beverage Capital | Founding Member | 2013 | Beverage-focused merchant bank cofounder |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bain & Company | External Advisor, Consumer Products & Retail | Oct 2023–present | Advisory role; governance note: no related-party ties to CELH disclosed |
| MFMsoft | Strategic Business Advisor | Jul 2022–present | AI technology development advisory; no CELH transactions disclosed |
Board Governance
- Independence: The Board determined all directors except the CEO (John Fieldly) are independent under SEC/Nasdaq rules; committee members (including Compensation) satisfy heightened independence standards. Hal is independent.
- Lead Independent Director: Independents annually elect the Lead Independent Director; expected multi‑year service; removable by majority of independents. Hal currently serves and provides seasoned beverage industry oversight.
- Committee assignments: Human Resource & Compensation Committee member; not a chair (chairs: Audit—Cheryl Miller; Compensation—Joyce Russell; Governance—Damon DeSantis).
- Attendance: In 2024, the Board met 8 times; Audit 6; Compensation 5; Governance 2. Each director attended at least 75% of meetings of the Board and committees on which they served; all then‑current directors attended the 2024 annual meeting.
- Executive sessions: Independent directors meet at regularly scheduled sessions without management.
- Stock ownership & conduct policies: Non‑employee directors must hold $300,000 of shares within five years; until met, must retain all shares received (subject to tax/option exercise exceptions). Hedging and pledging are prohibited; all directors/officers are in compliance.
- Rotation policy: Directors rotate off the Board at age 75 by not standing for reelection.
Meeting Activity
| 2024 Meetings | Count | Attendance Standard |
|---|---|---|
| Board of Directors | 8 | Each director ≥75%; all attended annual meeting |
| Audit & Enterprise Risk Committee | 6 | Each director ≥75% |
| Human Resource & Compensation Committee | 5 | Each director ≥75% |
| Governance & Nominating Committee | 2 | Each director ≥75% |
Fixed Compensation
- Program design (2024): Cash retainer $80,000; Lead Independent Director stipend $30,000; Chair stipends—Audit $15,000, Compensation $12,500, Governance $10,000; annual director equity RSUs grant date fair value $125,000; total annual director pay capped at $500,000 (higher cap for a non‑employee Chair if applicable). Cash paid quarterly in arrears.
- Hal Kravitz 2024 actual: Fees earned in cash $110,000 (consistent with $80,000 base + $30,000 LID stipend), stock awards (RSUs) $124,930, total $234,930.
| Component | 2024 Program Amount | Hal Kravitz 2024 Actual |
|---|---|---|
| Cash Retainer | $80,000 | $110,000 |
| Lead Independent Director Stipend | $30,000 | Included in cash total |
| Committee Chair Fees | Audit $15,000; Comp $12,500; Gov $10,000 | Not a chair (N/A) |
| Annual Equity RSUs (FV) | $125,000 | $124,930 |
| Total (Cash + Equity) | Varies by role | $234,930 |
Performance Compensation
- Director equity awards are time‑based RSUs; vest in full on the one‑year anniversary of grant (pro‑rated for mid‑year appointees). No director performance metrics (e.g., revenue/EBITDA/TSR) apply to non‑employee director grants.
| Equity Award | Grant Type | Grant Date FV | Vesting |
|---|---|---|---|
| 2024 Director Grant | RSUs | $124,930 | Full vest at one‑year from grant; time‑based |
Other Directorships & Interlocks
- Current public company boards: None disclosed for Hal Kravitz.
- Interlocks: Compensation Committee interlocks—none; no CELH executive served on boards/comp committees of entities with CELH directors as executives.
- Related parties: No related‑party transactions disclosed involving Hal. Board reviews related‑party transactions; recent office lease involved CDR Federal (affiliated with director Damon DeSantis), reviewed by Audit Committee.
Expertise & Qualifications
- Deep beverage/CPG operating experience (Coca‑Cola system, AQUAhydrate), revenue management, brand scaling, and distribution.
- Governance and compensation oversight via Comp Committee service; strategic advisory experience (Bain, MFMsoft) broadens perspective on consumer & tech trends.
- Accounting background (University of Georgia) supports financial literacy at the Board level.
Equity Ownership
- Beneficial ownership: 201,282 shares as of the proxy record date (257,734,354 shares outstanding basis).
- Ownership guidelines: Requires $300,000 value for non‑employee directors within five years (later of Nov 1, 2027 or five years from appointment); company states all non‑employee directors met ownership requirements during the annual measurement period.
- Hedging/pledging: Prohibited; company reports compliance by all directors/officers.
| Holder | Shares Beneficially Owned | Ownership Guideline Status | Hedging/Pledging |
|---|---|---|---|
| Hal Kravitz | 201,282 | Company states directors met guideline | Prohibited; all in compliance |
Governance Assessment
- Strengths: Independent Lead Director since 2021; strong beverage/CPG operator credentials; consistent attendance; equity‑heavy director pay structure aligns interests; robust anti‑hedging/pledging and stock ownership requirements; no related‑party ties disclosed for Hal.
- Watch items: CELH’s chair/CEO combined role mitigated by Lead Independent Director structure; continued vigilance on related‑party transactions involving other directors (e.g., office leases) remains prudent; ensure director equity remains time‑based and not repriced/modified.
- Compensation committee governance: Committee composed entirely of independent directors; no interlocks; adopts clawback policy and oversees stock ownership compliance—supportive of pay‑for‑performance culture for executives (note: clawback applies to executives; director equity is time‑based).