Israel Kontorovsky

About Israel Kontorovsky

Independent director (age 56) appointed October 29, 2024; currently Chief Financial Officer, PepsiCo Beverages North America (since January 2025). Background includes CFO roles across PepsiCo LatAm and Quaker Foods North America and senior commercial finance leadership at PFNA; education includes BA in Economics (UCLA) and dual MBA/MS in International Business (University of Miami). The Board determined he is independent under SEC/Nasdaq standards and he qualifies as an “audit committee financial expert.” Tenure on CELH board: since October 2024.

Past Roles

Organization	Role	Tenure	Committees/Impact
PepsiCo Beverages North America	Chief Financial Officer	Since Jan 2025	Executive finance leadership across PBNA
PepsiCo LatAm	Chief Financial Officer	Not disclosed	Regional CFO leadership (international operations)
Quaker Foods North America (PepsiCo)	Chief Financial Officer	Not disclosed	Led integration of Quaker with PFNA
PepsiCo Foods North America (PFNA)	SVP, Commercial Finance	Not disclosed	Senior commercial finance leadership

External Roles

Organization	Role	Tenure	Notes
PepsiCo, Inc.	Various senior finance roles since 2000	2000–present	Executive roles; no other public company directorships disclosed for Kontorovsky

Board Governance

Independence: Board deems all directors other than CEO independent; includes Kontorovsky despite PepsiCo designation.
Committee assignments: Member, Audit & Enterprise Risk Committee; qualifies as audit committee financial expert. Not a chair.
Attendance: In 2024, Board held 8 meetings; Audit 6; Compensation 5; Governance 2; each director attended at least 75% of meetings of boards/committees served during their period of service. (Kontorovsky joined late 2024; his specific attendance not broken out.)
Lead Independent Director: Hal Kravitz; executive sessions held regularly.

Fixed Compensation

Year	Fees Earned or Paid in Cash ($)	Stock Awards ($)	All Other Compensation ($)	Total ($)
2024	0	0	0	0

Notes: Appointed as PepsiCo’s designee; does not receive CELH director compensation (same treatment applied to prior PepsiCo designee Jim Lee).

Performance Compensation

CELH does not tie director compensation to performance; as a PepsiCo designee, Kontorovsky received no director equity awards in 2024.
Company-wide NEO annual bonus metrics (context for pay-for-performance program): | Metric | Weighting | Threshold (50% Payout) | Target (100%) | Max (150%) | Actual Result | Payout % | |---|---:|---:|---:|---:|---:|---:| | Revenue ($mm) | 25% | 1,040 | 1,755 | 2,036 | Below threshold | 0% | | Gross Profit ($mm) | 25% | 681 | 851 | 987 | At threshold | 50% | | Adjusted EBITDA ($mm) | 25% | 307 | 384 | 445 | Below threshold | 0% | | Total Financial | 75% | — | — | — | — | 17% of target |
Contextual governance signal: 2024 outcome was negatively impacted by timing of PepsiCo orders and incentive programs, highlighting related-party dynamics (see Risk Indicators below).

Other Directorships & Interlocks

Entity	Relationship	Interlock/Conflict Consideration
PepsiCo, Inc.	Distributor partner and investor; PepsiCo designates a CELH director seat currently held by Kontorovsky	Designation by PepsiCo; oversight of PepsiCo-related arrangements may require recusals/heightened Audit Committee scrutiny

Expertise & Qualifications

Financial/accounting expertise; designated audit committee financial expert.
International operations and integration experience (LatAm; Quaker-PFNA integration).
Education: BA Economics (UCLA), dual MBA/MS International Business (University of Miami).

Equity Ownership

As of Record Date (Apr 1, 2025)	Shares Beneficially Owned	% of Outstanding	Notes
Israel Kontorovsky	0	<1%	No options/RSUs disclosed for director; zero holdings reported

Director stock ownership guidelines: Non-employee directors must hold $300,000 in CELH stock within the later of Nov 1, 2027 or five years from appointment; until compliant, must retain all shares acquired (ex-tax/exercise).
Anti-hedging/pledging: Prohibited for directors and officers; policy compliance affirmed.
Section 16 compliance: Company states timely compliance for 2024 by officers/directors.

Governance Assessment

Strengths:
- Audit & Enterprise Risk Committee member with audit financial expert designation enhances oversight quality.
- Board-wide independence affirmed; regular executive sessions; attendance standards met across directors.
- Robust governance policies: anti-hedging/pledging, clawback, director rotation policy at age 75, stock ownership guidelines.
Potential conflicts and risk indicators:
- PepsiCo designation and simultaneous PBNA CFO role create inherent conflict risk given PepsiCo’s material distribution relationship and incentive programs that impacted 2024 financial results; Audit Committee should oversee related-party exposure and approve/monitor such transactions. RED FLAG: heightened conflict potential in PepsiCo-related decisions.
- Ownership alignment: 0 shares as of record date; while within guideline time window, current lack of holdings reduces immediate “skin-in-the-game.” RED FLAG: alignment shortfall until guideline compliance achieved.
- Director compensation: No cash or equity from CELH (due to PepsiCo designation) avoids pay conflicts but may reduce equity-based alignment versus other directors who receive RSUs and retainers.
Mitigants:
- Audit Committee explicitly reviews related-party transactions; policies require approval/ratification; committee has independent chair (Cheryl Miller).
- Anti-hedging/pledging and stock ownership policy strengthen long-term alignment once holdings are accumulated.

Overall, Kontorovsky brings deep finance and international operating expertise and strengthens audit oversight; however, his dual role at PepsiCo and zero current ownership present notable governance and alignment risks that warrant clear recusals on PepsiCo matters, transparent related-party disclosures, and monitored progress toward stock ownership guideline compliance.