Joyce Russell
Director at CELH
Board
About Joyce Russell
Joyce Russell (age 64) is an independent director of Celsius Holdings, Inc. and has served on the Board since August 2021. She is President of the Adecco Group U.S. Foundation (since 2019) and previously served as President of Adecco Staffing U.S. from 2004–2018; she holds a BA in business and communications from Baylor University and brings 36+ years of human resources expertise, with board-level involvement in workforce upskilling and equality initiatives . She is a member of Women Corporate Directors and the Committee of 200, and sits on the boards of the American Staffing Association and Dress for Success Worldwide .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Adecco Group U.S. Foundation | President | 2019–present | Focused on up-/re-skilling U.S. workers and work equality |
| Adecco Staffing U.S. (Adecco Group AG affiliate) | President | 2004–2018 | 36+ years HR solutions; senior leadership in large-scale staffing |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| American Staffing Association | Director | Not disclosed | Industry governance participation |
| Dress for Success Worldwide | Director | Not disclosed | Non-profit board engagement |
| Women Corporate Directors | Member | Not disclosed | Global network for board leaders |
| Committee of 200 | Member | Not disclosed | Community of executive women leaders |
| World Economic Forum, Fortune MPW | Panelist | Not disclosed | Speaking at Davos and Fortune Most Powerful Women Summit |
Board Governance
- Independence: The Board determined all directors except the CEO are independent; Ms. Russell is independent under SEC/Nasdaq standards .
- Committee assignments:
- Human Resource & Compensation Committee: Chair
- Audit & Enterprise Risk Committee: Member
- Attendance: In 2024 the Board held 8 meetings; Audit 6; Compensation 5; Governance 2; each director attended at least 75% of Board and applicable committee meetings (includes Ms. Russell) .
- Executive sessions: Independent directors meet regularly without management .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $80,000 | Paid quarterly, in arrears |
| Compensation Committee Chair fee | $12,500 | Additional cash for chair role |
| Cash fees earned (2024) | $92,500 | Actual 2024 cash received by Ms. Russell |
Performance Compensation
| Component | Grant date fair value (2024) | Vesting | Notes |
|---|---|---|---|
| Annual RSU grant | $124,930 | Vests in full one year after grant | Director equity is time-based RSUs (no PSUs/options disclosed for directors) |
Director Compensation Totals (2024)
| Year | Cash Fees | Stock Awards | Total |
|---|---|---|---|
| 2024 | $92,500 | $124,930 | $217,430 |
Additional program features:
- Lead Independent Director fee: $30,000 (not applicable to Ms. Russell) .
- Annual equity award guideline for directors: RSUs with grant date fair value of $125,000 .
- Aggregate limit on non-employee annual director pay: $500,000 .
Other Directorships & Interlocks
- Public company directorships: None disclosed for Ms. Russell in the proxy .
- Board composition includes a PepsiCo-designated director (not Ms. Russell); current designee Israel Kontorovsky (appointed Oct 29, 2024; unpaid) and prior designee Jim Lee (resigned Sept 19, 2024) .
Expertise & Qualifications
- 36+ years in human resource solutions; senior leadership in global staffing .
- President, Adecco Group U.S. Foundation—workforce up-/re-skilling and equality focus .
- Board service at American Staffing Association and Dress for Success Worldwide; member of Women Corporate Directors and Committee of 200 .
- Education: BA, Baylor University .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Shares beneficially owned | 14,241 | As of April 1, 2025 record date |
| Ownership as % of shares outstanding | <1% | Company table shows less than 1% |
| Director stock ownership guideline | $300,000 in CELH stock | 5-year compliance window; later of Nov 1, 2027 or five years from appointment |
| Guideline compliance status | Met | All non-employee directors met guidelines in annual measurement period |
| Hedging/Pledging | Prohibited; compliant | Company anti-hedging/anti-pledging policy; all directors in compliance |
Shareholder Voting Signal (Election)
| Proposal (2024 Annual Meeting, May 28, 2024) | Votes For | Votes Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Elect Joyce Russell as Director | 140,519,784 | 32,239,543 | 298,119 | 20,393,565 |
Compensation Committee Analysis
| Item | Details |
|---|---|
| Committee composition (2024) | Joyce Russell (Chair), Nicholas Castaldo, Hal Kravitz, Hans Melotte |
| Changes | Alexandre Ruberti resigned Mar 28, 2024 ; Hans Melotte appointed Sept 18, 2024 |
| Scope | Oversees NEO pay, incentive plans, director compensation, clawback/hedging/pledging policies, stock ownership guidelines, succession planning, compensation risk |
| Consultant | Farient Advisors engaged by committee in 2024 (independent) |
Say-on-Pay & Shareholder Feedback
| Year | Approval | Notes |
|---|---|---|
| 2019 | 98% | Triennial say-on-pay cadence historically |
| 2022 | 59.9% | Prompted program changes and ongoing shareholder outreach |
| 2025 AGM | Say-on-Pay on ballot | Non-binding advisory resolution scheduled |
Governance Assessment
- Board effectiveness and independence: Ms. Russell is independent and chairs the Human Resource & Compensation Committee, with additional service on Audit—indicating strong involvement in oversight of pay, governance policies, and financial controls . Attendance thresholds were met (≥75%), supporting engagement .
- Alignment and incentives: Director equity is time-based RSUs (one-year vest), with cash retainer and chair fee cadence clearly disclosed; her 2024 compensation totaled $217,430, evidencing standard board pay mix for alignment without performance-linked director pay .
- Ownership alignment and trading policies: She meets director stock ownership guidelines; hedging and pledging of company stock are prohibited, with all directors in compliance—reducing alignment risks (no pledging red flag) .
- Shareholder signals: Her 2024 election received 140.5M for vs. 32.2M against votes, indicating robust but scrutinized support, while prior say-on-pay at 59.9% in 2022 led to program enhancements and shareholder engagement—positive governance responsiveness .
- Conflicts/related-party exposure: No family relationships or legal proceedings disclosed; Audit Committee monitors related-party transactions; PepsiCo designee arrangement is disclosed at board level, but no related-party transactions involving Ms. Russell are identified in the proxy .
RED FLAGS: None disclosed specific to Ms. Russell—no pledging, no related-party transactions, minimum attendance met, and standard director compensation structure .