Hans Melotte

About Hans Melotte

Independent director of Celsius Holdings (CELH); age 58; appointed September 18, 2024. Former senior executive at Starbucks (President of At Home Coffee, Ready to Drink Coffee and Foodservice across 80+ markets; EVP, Global Supply Chain), preceded by 20 years at Johnson & Johnson (enterprise Chief Procurement Officer); earlier roles at Procter & Gamble and Coopers & Lybrand. Serves on CELH’s Audit & Enterprise Risk Committee and Human Resources & Compensation Committee; designated an “audit committee financial expert.”

Past Roles

Organization	Role	Tenure	Committees/Impact
Starbucks	President, Global Channel Development; EVP, Global Supply Chain	2016–2022	Led at-home, RTD and foodservice businesses across 80+ markets; global operations leadership
Johnson & Johnson	Enterprise Chief Procurement Officer; other leadership roles	~20 years (dates not specified)	Procurement transformation; global sourcing leadership
Procter & Gamble	Early career	Not disclosed	Foundational CPG experience
Coopers & Lybrand	Early career	Not disclosed	Finance/consulting experience

External Roles

Organization	Role	Tenure	Notes
Revlon	Director	Since 2023	Global cosmetics/personal care board seat
Cartamundi	Director	Since 2023	Global playing/trading cards manufacturer board seat
Pendulum Systems	Director	Not disclosed	Listed in CELH 8‑K appointment disclosure

Board Governance

Independence: Board determined all directors except CEO (Fieldly) are independent; Melotte is independent.
Attendance: In 2024, Board met 8 times; Audit met 6; Compensation met 5; Governance met 2; each director attended ≥75% of applicable meetings.
Committee assignments and dates:
- Audit & Enterprise Risk Committee: Member; joined September 18, 2024; committee chaired by Cheryl Miller.
- Human Resources & Compensation Committee: Member; joined September 18, 2024; committee chaired by Joyce Russell.
Financial expertise: Melotte qualifies as an “audit committee financial expert.”
Lead Independent Director: Hal Kravitz; executive sessions of independent directors held regularly.

Fixed Compensation

Component (2024)	Amount	Vesting/Details
Cash Fees (pro‑rated)	$22,608	Pro‑rated to September 18, 2024 start; paid quarterly in arrears
RSU Grant (pro‑rated)	$47,926 grant‑date fair value	RSUs vest in full on first anniversary of grant; Melotte’s RSU vesting is pro‑rated to start date
Total (2024)	$70,534	—

Program structure applicable to non‑employee directors (2024):

Annual cash retainer: $80,000; equity: RSUs with $125,000 grant‑date fair value; committee chair premia ($15k Audit; $12.5k Compensation; $10k Governance); Lead Independent Director premium $30k; pay cap $500k (proposed $750k cap for non‑employee Chairman under 2025 Plan).

Performance Compensation

Equity Type	Grant Value Basis	Vesting	Performance Metrics
RSUs (director)	Grant‑date fair value ($125,000 standard; $47,926 pro‑rated for Melotte in 2024)	One‑year cliff vest; Melotte pro‑rated to start date	None—service‑based only (no options/PSUs for directors)

Other Directorships & Interlocks

Entity	Relationship to CELH	Potential Interlock/Conflict Consideration
Revlon	Unrelated industry (cosmetics)	No direct supplier/customer linkage disclosed; low conflict risk
Cartamundi	Unrelated industry (games/cards)	No direct supplier/customer linkage disclosed; low conflict risk
Pendulum Systems	Technology (details not in proxy)	No related‑party transactions with CELH >$120k; company states none for Melotte

Related‑party screening: CELH states no transactions or proposed transactions involving Melotte with amounts >$120,000.
Independence affirmed by Board; no special arrangements for appointment.

Expertise & Qualifications

Global operations, supply chain, procurement and international business leadership (Starbucks; J&J).
Finance/accounting and risk management; designated audit committee financial expert.
Board skills matrix highlights: general management, finance, accounting, risk management, international business, distribution/supply chain, strategy development, M&A, consumer marketing/branding.

Equity Ownership

Holder	Shares Beneficially Owned	% of Shares Outstanding	Notes
Hans Melotte	1,860	<1% (record date 257,734,354 shares)	No footnote indicating options/RSUs vesting within 60 days; standard SEC definition applied

Ownership guidelines: Non‑employee directors must hold $300,000 in CELH stock within 5 years of appointment or by November 1, 2027, whichever is later; until met, must retain all shares received (net of tax/exercise). Qualifying holdings include 60% of unvested RSUs.
Compliance: CELH states all NEOs and non‑employee directors met ownership requirements during annual measurement period.
Anti‑hedging/pledging: Prohibited for directors and officers; policy in effect and in compliance.

Governance Assessment

Board effectiveness: Melotte strengthens operational oversight (supply chain/procurement) and financial governance (audit committee financial expert), consistent with CELH’s expansion and vertical integration ambitions.
Compensation oversight: As a member of the Compensation Committee, Melotte participates in a committee using an independent consultant (Farient), with pay‑for‑performance enhancements (PSUs for executives, clawback, ownership guidelines), mitigating pay inflation risk.
Independence and conflicts: No related‑party transactions; independent status affirmed; director pay limits and stock ownership policy align incentives; anti‑hedging/pledging reduces misalignment risk.
Attendance and engagement: Board and committees active; independent director executive sessions; Melotte joined mid‑year and sits on two key committees.
Context watchpoint: PepsiCo has a Board designee (Israel Kontorovsky, joined October 29, 2024), reflecting the strategic distribution partnership; while not a conflict for Melotte, investor focus on partner influence is prudent.

RED FLAGS: None disclosed specific to Melotte—no related‑party transactions; anti‑hedging/pledging compliance; independent status; director compensation within policy and largely equity‑based.