Jarrod Langhans
Chief Financial Officer at CELH
Executive
About Jarrod Langhans
Jarrod Langhans, age 44, has served as Chief Financial Officer of Celsius Holdings since April 2022. He is a CPA (Florida) with a master’s degree in accounting from the University of Florida and previously held finance leadership roles at Primo Water (formerly Cott) and in public accounting at CBIZ MHM and Cherry Bekaert . During his tenure, Celsius reported 2024 revenue of $1.36B (+3% YoY), gross profit of $680M (+7% YoY), and net income of $145M (–36% YoY) amid order timing and promotional headwinds; the company also cites three‑year TSR of 25% through 12/31/2024 . In 2024 his individual performance assessment highlighted strengthened internal controls, treasury management, systems upgrades, and international FP&A cadence .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Primo Water (Cott) | CFO, Rest of World Operating Segment | Jun 2020 – Apr 2022 | Led finance across 19 countries (Europe and Israel), driving reporting, controls, and operations support . |
| Primo Water (Cott) | Finance, Accounting, IR roles (various) | 2012 – 2020 | Broad finance leadership across SEC/GAAP/IFRS reporting, FP&A, M&A, IR, and capital markets . |
| CBIZ MHM; Cherry Bekaert | Public Accounting | Not disclosed | Audit/accounting foundations preceding corporate finance leadership; credentialed CPA (FL) . |
External Roles
- None disclosed for Langhans (no public company directorships or committee roles reported) .
Fixed Compensation
| Item | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary ($) | 400,000 | 500,000 | +25% YoY market adjustment reflecting scale and scope . |
| Target Bonus (% of Salary) | Not disclosed | 50% | Annual incentive weighting: 75% financial, 25% individual . |
| Perquisites/All Other Comp ($) | 216 | 22,263 | Includes cell phone allowance, dental and vision benefits . |
| Pension/SERP | — | — | Company provides no pension or SERP benefits to NEOs . |
| Ownership Guideline | — | 3x base salary (execs) | All NEOs met ownership guidelines in the measurement period . |
| Clawback; Anti‑Hedging/Pledging | — | In place | Dodd‑Frank/Nasdaq‑aligned clawback; strict anti‑hedging/anti‑pledging; all execs in compliance . |
| 2025 Target Pay Change | — | No substantive increase | Committee held TDC targets flat entering 2025 given 2024 outcomes . |
Performance Compensation
Annual Incentive (AIP) – 2024 Design and Outcome (CFO)
| Component | Weight | Threshold | Target | Maximum | Actual 2024 | Payout % |
|---|---|---|---|---|---|---|
| Revenue | 25% | $1,040M | $1,755M | $2,036M | Below Threshold | 0% |
| Gross Profit | 25% | $681M | $851M | $987M | At Threshold | 50% |
| Adjusted EBITDA | 25% | $307M | $384M | $445M | Below Threshold | 0% |
| Financial subtotal | 75% | — | — | — | — | 17% |
| Individual rating (Langhans) | 25% | 0% | 100% | 150% | 106% | 106% |
| Total payout vs target | 100% | — | — | — | — | 39% |
| Actual cash paid ($) | — | — | — | — | — | 97,500 |
Notes:
- CFO target bonus: 50% of base salary .
- Individual achievements cited: systems migration, internal controls, treasury strategy, Ireland operations efficiency, monthly international reviews .
Long-Term Incentives – 2024 Grants (CFO)
| Award Type | Grant Date | Target Shares (#) | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| RSUs | 3/1/2024 | 11,353 | 899,952 | 1/3 on 3/1/2025, 3/1/2026, 3/1/2027 |
| PSU – Revenue (3‑yr cumulative) | 3/1/2024 | 2,208 | 175,028 | Cliff in Mar 2027, 0–200% of target based on goals |
| PSU – Relative TSR (3‑yr) | 3/1/2024 | 2,207 | 297,393 | Cliff in Mar 2027, 0–200% of target based on rTSR |
| PSU – One‑time “Kicker” (stock price) | 3/1/2024 | 2,371 | 48,013 | Pays 50% of FY24 PSU target only if 20‑day avg ≥ $92.49 in Mar 2027; else 0% |
Additional context:
- Company introduced ongoing PSU program in 2024 to enhance long-term pay-for-performance; CEO mix targets 50/50 PSUs/RSUs; other NEOs ~30% PSUs/70% RSUs .
- Special leadership stock awards granted around the 2022 PepsiCo transaction completed final vesting in Aug 2024 upon meeting strategic milestones (applied to NEOs) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (common) | 58,945 shares; includes 11,157 RSUs vesting within 60 days of 4/1/2025 record date; “less than 1%” of class . |
| Shares outstanding (for % calc) | 257,734,354 as of 4/1/2025 . Approximate holding ≈ 0.023% (derived from 58,945/257,734,354) . |
| Unvested RSUs outstanding | 11,353 (3/1/2024 grant; vests 1/3 annually through 2027) ; 19,222 (1/1/2023 grant; 9,611 vest on 1/1/2025 and 9,611 on 1/1/2026) ; 22,314 (4/18/2022 grant; 11,157 vest on 4/18/2025 and 11,157 on 4/18/2026) . |
| Unvested PSUs outstanding | 2,371 (Kicker), 2,208 (Revenue), 2,207 (rTSR) – all cliff-vest Mar 2027 subject to goal attainment . |
| Options | No options listed for Langhans in outstanding awards table . |
| 2024 vesting realized | 35,418 shares vested; value realized $1,924,632 in 2024; no option exercises reported . |
| Ownership guidelines | Executives must hold stock equal to 3x base salary; all NEOs met the requirement in the annual measurement period . |
| Hedging/Pledging | Prohibited for all insiders; all executive officers in compliance as of proxy date . |
Insider selling pressure indicators:
- 2025 scheduled RSU vestings include 9,611 (1/1/2025) and 11,157 (4/18/2025); 3/1/2025 vests one‑third of the 3/1/2024 RSU grant (aggregate 11,353) . Sales to cover taxes may occur per company policy windows, but hedging and pledging are prohibited .
Employment Terms
| Term | Detail |
|---|---|
| Role start | CFO since April 2022 . |
| Current agreement | New employment agreement effective Jan 1, 2024; initial 3‑year term, auto‑renews annually unless 90‑day notice . |
| Base/Target bonus (contract) | Base $500,000; target bonus 50% of base, subject to Compensation Committee goals . |
| Severance (no CIC) | If terminated without cause/for good reason: 1x salary + 1x target bonus paid over 12 months, plus 12 months COBRA; Aug 2, 2024 amendment added pro‑rated target bonus for the year of termination . |
| Severance (CIC, double trigger) | If terminated within 3 months before or 24 months after CIC: 2x (increased from 1.5x) salary + target bonus; full vesting of all equity at target; 18 months COBRA; pro‑rated target bonus added per Aug 2, 2024 amendment . |
| Death/Disability | 12 months salary; pro‑rated performance bonus based on prior‑year factor; pro‑rated equity acceleration . |
| Restrictive covenants | 18‑month non‑compete and non‑solicit; confidentiality . |
| Company‑wide plans | Executive Severance Plan and CIC Agreement framework adopted in 2024 confirming change‑in‑control benefits and COBRA treatment for covered executives . |
| Clawback | Dodd‑Frank/Nasdaq‑aligned clawback policy for incentive compensation tied to financial measures (three prior fiscal years) . |
Compensation Structure Analysis
- Pay mix and evolution: In 2024, target total direct compensation for the CFO increased 25% YoY to $2.0M (salary $500k, target cash $750k including salary+bonus, target LTI $1.25M), reflecting scale/peer benchmarking; for 2025, the Committee made no substantive increases to target TDC given 2024 results .
- Short‑term alignment: AIP tied 75% to financial metrics (Revenue, Gross Profit, Adjusted EBITDA) and 25% to individual objectives; 2024 financial underperformance yielded a 17% financial factor, and the CFO’s total payout was 39% of target ($97.5k), evidencing downside risk in cash incentives .
- Long‑term alignment: Introduction of ongoing PSUs in 2024 (revenue and rTSR) plus a one‑time stock‑price kicker ($92.49 hurdle by Mar 2027) increases performance orientation; PSUs vest on a three‑year cliff, capped at 200% (kicker at 50% of FY24 PSU target if achieved) .
- Governance guardrails: Clawback in place; anti‑hedging/pledging; no excise tax gross‑ups (cut‑back applies); policy prohibits repricing options without shareholder approval .
Compensation Peer Group and Say‑on‑Pay
- Peer groups: The Committee used primary/reference peers in 2024 and refreshed the primary peer set mid‑2024 to better reflect the company’s size for 2025 benchmarking; peers include BellRing, Boston Beer, Lancaster Colony, Simply Good Foods, Vita Coco and others; reference peers include Monster, Keurig Dr Pepper, Coca‑Cola, PepsiCo .
- Say‑on‑Pay history and response: Support fell to 59.9% in 2022 from 98% in 2019, leading to extensive shareholder outreach and program changes (simplified AIP disclosure, added PSUs, adjusted severance terms, ownership guidelines, clawback) .
Risk Indicators and Red Flags
- Legal/Regulatory: No legal proceedings requiring disclosure for directors or executive officers in the past 10 years .
- Hedging/Pledging: Prohibited; all directors and executive officers in compliance .
- Option repricing: Prohibited without shareholder approval .
- Clawback: Implemented per SEC/Nasdaq .
- Say‑on‑Pay: 2022 support at 59.9% prompted remedial program design changes .
Multi‑Year Compensation (CFO)
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 350,000 | 400,000 | 500,000 |
| Restricted Stock/Equity Awards | 2,186,411 | 999,928 | 1,420,386 |
| Non‑Equity Incentive (AIP) | 146,473 | 285,000 | 97,500 |
| All Other Compensation | 51,732 | 216 | 22,263 |
| Total Compensation | 2,734,616 | 1,685,144 | 2,040,149 |
Investment Implications
- Pay‑for‑performance: 2024 cash incentive paid at 39% of target for the CFO, consistent with below‑plan revenue and EBITDA; PSUs add multi‑year leverage to outperformance (revenue and rTSR), with a high bar on the stock‑price kicker ($92.49 by Mar 2027) .
- Alignment and overhang: Unvested time‑based RSUs vest through 2026–2027, creating potential periodic supply from tax‑withholding or discretionary sales; near‑term vesting dates include Jan 1 and Apr 18 tranches (9,611 and 11,157 shares, respectively), plus annual RSU tranches from the 2024 grant, while PSUs are cliff‑based in 2027 .
- Retention and CIC risk: Double‑trigger CIC at 2x salary+target bonus with full vesting at target plus COBRA and pro‑rated bonus is market‑aligned and supportive of continuity through strategic events; 18‑month non‑compete/non‑solicit further mitigates transition risk .
- Governance quality: Clawback, anti‑hedging/pledging, ownership guidelines met, and no legal proceedings reduce governance risk; 2022 say‑on‑pay weakness was addressed with structural changes and enhanced disclosure .