John Fieldly
About John Fieldly
Chairman and CEO of Celsius Holdings since August 2021 and April 2018, respectively; on the Board since March 2017 and previously President through March 24, 2025; joined Celsius as CFO in January 2012. Age 45; degree in accounting from the University of South Florida; prior leadership roles at Oragenics, Lebhar-Friedman, and Eckerd Drugs . 2024 performance: revenue $1.36B, gross profit $680M, net income $145M; three-year TSR of 25% through 12/31/2024, with 22% volume growth and 220 bps gross margin expansion . Fieldly presided over strategic expansion, including Big Beverages vertical integration and entry into six new countries, and compensation program evolution after a 59.9% Say-on-Pay in 2022 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Celsius Holdings | CFO | 2012–2018 | Led finance through growth; later interim CEO (2017–2018) during leadership transition . |
| Celsius Holdings | Interim CEO & CFO | 2017–2018 | Stabilized operations and positioned for CEO role . |
| Celsius Holdings | CEO | 2018–present | Drove international expansion, PepsiCo partnership execution, and margin initiatives . |
| Celsius Holdings | Chairman | 2021–present | Combined CEO/Chair leadership with Lead Independent Director oversight . |
| Oragenics; Lebhar-Friedman; Eckerd Drugs | Leadership roles | n/a | Prior executive experience across finance/operations . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed | — | — | Proxy biography does not list external public company directorships for Fieldly . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $540,000 | $650,000 | $950,000 |
| Target Bonus (% of Salary) | 100% (per prior program; see employment agreement) | 100% (employment agreement) | 110% (AIP design table) |
| Actual Annual Incentive Paid ($) | $475,875 | $958,750 | $459,800 |
| Stock/Equity Awards Grant-Date Fair Value ($) | $2,542,259 | $1,649,970 | $4,466,303 (RSUs/PSUs incl. kicker) |
| All Other Compensation ($) | $19,093 | $1,793 | $21,393 |
| Total Compensation ($) | $3,577,227 | $3,260,513 | $5,897,496 |
Performance Compensation
Annual Cash Incentive (2024)
| Metric | Weighting | Threshold | Target | Maximum | Actual | 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 Component Total | 75% | — | — | — | — | 17% of target |
| Individual Performance (CEO) | 25% | — | — | — | Achievements incl. succession planning, expansion, margin strategy, investor/PepsiCo relations | 126% of target |
| Total AIP Payout (CEO) | — | — | — | — | — | 44% of target; $459,800 |
Long-Term Incentives (2024 grants)
| Vehicle | Weighting | Metrics | Vesting | CEO Grant Details |
|---|---|---|---|---|
| PSUs | Intended 50% CEO; 30% other NEOs | 3-year cumulative revenue (50%); 3-year relative TSR (50%) | Cliff vest March 2027 | 9,461 target revenue PSUs; 9,461 target rTSR PSUs |
| RSUs | Intended 50% CEO; 70% other NEOs | Time-based | 1/3 per year over three years | 18,922 (Mar 1, 2024 grant) + 8,062 incremental (May 17, 2024) |
| One-time PSU “kicker” | 0% ongoing (special) | 20-day avg stock price ≥ $92.49 in March 2027 | Cliff in March 2027 | 9,461 target kicker PSUs |
Equity Ownership & Alignment
| Item | Amount/Detail |
|---|---|
| Total Beneficial Ownership | 2,903,856 shares; 1.12% of outstanding |
| Components | Includes 1,708,080 shares issuable upon exercise of vested options and 2,687 RSUs vesting within 60 days |
| Options (historical awards) | 888,078 (1/1/2021; $14.21 strike; exp 1/1/2031), 450,000 (10/23/2019; $1.08; exp 10/23/2029), 370,002 (1/24/2019; $1.24; exp 1/24/2029) |
| Option Exercises (2024) | 1,490,145 shares exercised; value realized $48,368,390 |
| RSU Vesting Schedules | 18,922 RSUs vest on 3/1/2025, 3/1/2026, 3/1/2027; 8,062 RSUs vest on 5/17/2025, 5/17/2026, 5/17/2027; 31,718 RSUs vest on 1/1/2025 and 1/1/2026 |
| PSU Vesting | Revenue, rTSR, and kicker PSUs scheduled to vest in March 2027 subject to performance |
| Stock Ownership Guidelines | CEO: 5x base salary; all NEOs/directors met requirements during annual measurement |
| Anti-Hedging/Pledging | Hedging and pledging prohibited; all directors/executives in compliance |
Employment Terms
| Term/Provision | Detail |
|---|---|
| Employment Agreement | New CEO agreement effective Jan 1, 2024; initial term 3 years, auto-renews for 1-year periods unless 90-day notice |
| Base Salary (Agreement) | $850,000; subject to periodic review |
| Annual Bonus Target | 100% of base salary, determined by Compensation Committee and Board |
| Severance (no cause/good reason) | 2.0x base + target bonus paid over 24 months; 24 months COBRA reimbursement; accrued amounts |
| Change-in-Control (double trigger, -3/+24 months) | 2.5x base + target bonus; full vesting of all equity (PSUs at target); 30 months COBRA reimbursement; accrued amounts |
| Death/Disability | 12 months base; pro rata bonus based on prior-year factor; pro rata equity acceleration |
| Non-Compete/Non-Solicit | 24 months |
| Excise Tax | Cutback to optimize net after-tax position |
| Clawback | Complies with Nasdaq/Dodd-Frank; restatement-based recoupment over prior 3 fiscal years; SOX 304 also applicable |
| Executive Severance/CIC Plan | Company-wide plans adopted in 2024; provide lump sums, prorated bonus, and COBRA; apply where greater than other arrangements (CEO covered but agreement governs if richer) |
Board Governance
- Board service history: Director since March 2017; CEO since April 2018; Chairman since August 2021; was President until March 24, 2025 .
- Independence: Board determined all directors are independent except Fieldly; independent directors meet in regular executive sessions .
- Board leadership: Combined CEO/Chair structure deemed appropriate; Lead Independent Director (Hal Kravitz) elected annually with defined authorities (exec sessions, agenda, shareholder communication) .
- Committee roles: Fieldly not listed as a member of Audit & Enterprise Risk, Human Resources & Compensation, or Governance & Nominating committees .
- Attendance: In 2024, Board met 8 times; Audit 6; Compensation 5; Governance 2; each director attended ≥75% of meetings; all directors attended 2024 annual meeting .
Compensation Structure Analysis
- Year-over-year changes: CEO target total direct compensation rose from $2.95M (2023) to $5.745M (2024), including mid-year LTI adjustment to reflect refreshed peer group; RSU-heavy 2024 mix due to incremental May grant, shifting to 50/50 RSU/PSU going forward .
- Shift to performance-based equity: Introduction of ongoing 3-year PSUs tied to revenue and relative TSR, plus a one-time stock-price kicker, aligning pay more tightly with long-term value creation .
- Pay-for-performance outcomes: 2024 financial underperformance yielded 17% payout on the financial component; CEO’s individual 126% factor resulted in 44% total AIP payout, evidencing downside sensitivity with limited upward discretion .
- Governance enhancements after shareholder feedback: Clawback adoption, stock ownership requirements, revised employment agreements, and market-aligned severance/change-in-control plans following the 59.9% Say-on-Pay vote in 2022 and subsequent investor outreach (~30% of shares) .
Equity Ownership & Vesting Detail
| Instrument | Grant Date | Amount | Vesting Dates |
|---|---|---|---|
| RSUs | 3/1/2024 | 18,922 | 3/1/2025; 3/1/2026; 3/1/2027 |
| RSUs (incremental) | 5/17/2024 | 8,062 | 5/17/2025; 5/17/2026; 5/17/2027 |
| PSUs (Revenue) | 3/1/2024 | 9,461 target | Cliff March 2027, performance-dependent |
| PSUs (rTSR) | 3/1/2024 | 9,461 target | Cliff March 2027, performance-dependent |
| PSU Kicker | 3/1/2024 | 9,461 target | 20-day avg ≥ $92.49 in March 2027 |
| RSUs (2023) | 1/1/2023 | 31,718 | 1/1/2025; 1/1/2026 |
| Options (exercised in 2024) | Various | 1,490,145 | Exercises realized $48,368,390 value |
Employment & Contracts (Retention Risk, Transition)
- Tenure in current role: CEO since April 2018 (7+ years); Board service since March 2017; Chairman since August 2021 .
- Contract duration/renewal: 3-year term with automatic 1-year renewals unless 90-day notice .
- Severance/CIC economics: Two times salary+bonus on involuntary termination; 2.5x plus full equity vesting at target and 30 months COBRA under double-trigger CIC; 24-month non-compete/non-solicit .
- Benefits/pensions: Standard benefits (medical, life, LTD, 401k); no pension/SERP; minimal perquisites .
- Clawback/anti-hedge/pledge: Robust recoupment; hedging and pledging prohibited; all executives in compliance .
Say-on-Pay & Shareholder Feedback
- Votes: 2019 98% support; 2022 59.9% support (low) .
- Engagement: 2024 outreach included investors representing ~30% of outstanding shares (~40% excluding founder-related parties); feedback drove AIP/PSU redesign and governance upgrades .
Compensation Committee & Peer Group
- Compensation Committee: Independent directors; chair Joyce Russell; independent consultant Farient Advisors (no conflicts) .
- Peer groups: Primary and reference peers updated in 2024 to reflect growth; median/75th percentile market cap and revenue context provided to calibrate pay .
Risk Indicators & Red Flags
- Dual role CEO+Chair: Mitigated by a strong Lead Independent Director with defined authorities; Board affirms appropriateness for current stage .
- CIC benefits: 2.5x multiple plus full equity vesting at target could be viewed as generous; no excise tax gross-ups and double-trigger protections are shareholder-friendly features .
- Insider activity: Significant option exercises in 2024 (1.49M shares; $48.37M realized) and large March 2027 PSU/RSU cliffs may create episodic supply near vest/exercise windows; anti-hedging/pledging policy reduces misalignment risk .
Investment Implications
- Pay-for-performance alignment improved via PSUs tied to revenue and relative TSR, with financial underperformance translating to a 17% financial payout and a 44% total AIP payout for the CEO; this supports discipline and downside sensitivity .
- Retention risk appears contained by multi-year vesting and market-aligned severance/CIC terms, though the 2.5x CIC multiple plus target equity vesting could elevate acquisition-related payout optics; double-trigger and no gross-ups temper that risk .
- Trading signals: Watch RSU tranches in 2025–2027 and the March 2027 PSU/kicker event; 2024 option exercises were substantial, suggesting potential liquidity events—monitor Form 4 filings around vest/exercise dates for selling pressure .
- Governance: Combined CEO/Chair structure is offset by an empowered Lead Independent Director and active committee independence; stock ownership, clawback, and anti-hedging/pledging policies underpin alignment .