Michael Del Pozzo
Director at CELH
Board
About Michael Del Pozzo
Michael Del Pozzo, age 49, was appointed to the Celsius Holdings, Inc. Board of Directors on August 28, 2025 as a PepsiCo-designated director; his term runs until the 2026 annual meeting and he will not receive compensation from CELH for Board service . He is currently President, North America – Commercial & Customer at PepsiCo (since January 2025), previously led PepsiCo’s Gatorade hydration portfolio, and briefly served as President of The Hershey Company’s U.S. Confection business (Aug–Dec 2024); he is a Bowling Green State University graduate with nearly 25 years at PepsiCo .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PepsiCo | President, North America – Commercial & Customer | Jan 2025–present | Oversees commercial and customer strategy across PepsiCo North America |
| PepsiCo (Gatorade) | President & GM, Gatorade business unit | Prior to Aug 2024 (dates not disclosed) | Led $12B hydration brands (Gatorade, Aquafina, Propel, Muscle Milk, Life Water), spanning manufacturing, go-to-market, selling, customer management, branding, and strategy |
| The Hershey Company | President, U.S. Confection business | Aug 2024–Dec 2024 | Senior operating leadership across U.S. confection portfolio |
| PepsiCo | Multiple leadership roles (PBNA, Frito-Lay, Quaker, Corporate) | ~2001–present | Broad P&L, finance, and operations leadership across PepsiCo units |
External Roles
| Organization | Role | Notes |
|---|---|---|
| PepsiCo | President, North America – Commercial & Customer | Current executive role; nearly 25-year PepsiCo tenure |
Board Governance
- Appointment and board structure: The Series B Purchase Agreement with PepsiCo increased CELH’s Board size to 10 and added two PepsiCo designees (Israel Kontorovsky and Michael Del Pozzo), with fallaway conditions tied to PepsiCo’s minimum beneficial ownership; designees must resign if ownership thresholds are no longer met .
- Compensation for designees: PepsiCo designees (including Del Pozzo) do not receive director compensation from CELH (Kontorovsky also received $0 in 2024) .
- Information/standstill provisions: PepsiCo received information rights and agreed to standstill limits on increasing voting stakes for seven years, with preemptive rights and ownership caps .
- Independence context: CELH’s 2025 proxy stated that, at that time, all directors other than the CEO were independent under Nasdaq/SEC rules; Del Pozzo’s appointment later in 2025 as a PepsiCo executive and designee is notable for independence considerations (company has not yet disclosed his independence determination) .
- Board/committee activity baseline: In 2024 the Board met 8 times; Audit & Enterprise Risk met 6, Compensation 5, Governance & Nominating 2, with each director attending at least 75% of applicable meetings; independent directors meet in regular executive sessions .
- Committee memberships: 2025 proxy lists committee rosters (Audit chaired by Cheryl Miller; Compensation chaired by Joyce Russell; Governance chaired by Damon DeSantis), but no committee assignment for Del Pozzo is disclosed at appointment .
- Policies reinforcing governance quality: Non-employee director ownership guideline ($300,000 value within 5 years), anti-hedging/anti-pledging policy, and director education policy are in place .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $0 | Del Pozzo will not receive compensation for Board service as a PepsiCo designee |
| Committee chair/Lead Independent Director fees | $0 | Applies only if compensated directors; standard CELH fees are Audit Chair $15,000; Compensation Chair $12,500; Governance Chair $10,000; Lead Independent Director $30,000 . Del Pozzo, as a PepsiCo designee, receives none . |
| Annual equity grant (RSUs) | $0 | Non-employee directors typically receive $125,000 RSUs annually , but PepsiCo designees do not receive compensation |
Performance Compensation
| Component | Structure | Metrics | Status |
|---|---|---|---|
| None for directors | N/A | N/A | PepsiCo designees are uncompensated directors and receive no performance-based awards |
Other Directorships & Interlocks
- Current public company boards: None disclosed for Del Pozzo at appointment .
- Interlocks with key partner/investor: PepsiCo is CELH’s major distribution partner and investor; CELH “continues to leverage its distribution partnership with PepsiCo” to expand retail presence . Del Pozzo’s designee status, information rights, and standstill terms underscore PepsiCo’s governance influence while limiting acquisition of additional voting power .
- Related party transaction screening: Company disclosed no related-party transactions over $120,000 involving Del Pozzo since the start of the last fiscal year .
Expertise & Qualifications
- Senior operating executive across beverages and confections with deep commercial, customer, manufacturing, and brand-building expertise; led large hydration portfolio (Gatorade et al.) .
- Long-tenured CPG leadership across PepsiCo divisions (PBNA, Frito-Lay, Quaker, Corporate) .
- Education: Bowling Green State University .
Equity Ownership
- Beneficial ownership: Not disclosed for Del Pozzo at the April 1, 2025 record date; thus no CELH share count provided for him in 2025 proxy tables .
- Alignment policies: CELH requires non-employee directors to reach $300,000 in stock ownership by the later of November 1, 2027 or five years from appointment; anti-hedging and anti-pledging policies apply .
- Compliance status: Company discloses the policy and overall compliance for NEOs/directors in aggregate; individual compliance for Del Pozzo has not been disclosed .
Governance Assessment
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Strengths:
- Strategic alignment with PepsiCo as distribution partner and significant investor; Board seat ensures information flow and commercial perspective from a top-tier CPG operator .
- Standstill and ownership thresholds limit potential control creep; fallaway provisions require designees to resign if minimum ownership falls below specified levels .
- Uncompensated designee reduces cash/equity cost and potential pay-related conflicts at the director level .
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Watch items / potential conflicts (RED FLAGS to monitor):
- Board influence by major commercial partner: Two PepsiCo designees (Kontorovsky, Del Pozzo) on a 10-person Board could shape decisions related to pricing, distribution incentives, vertical integration, and M&A involving PepsiCo or affiliates; independence determinations for designees have not been disclosed .
- Information rights to PepsiCo: Contractual information access increases interlock risk; management and Audit/Enterprise Risk Committee oversight should ensure appropriate handling of competitively sensitive information .
- Committee roles: No committee assignment disclosed for Del Pozzo; if appointed to Audit or Compensation, heightened independence/related-party scrutiny would be required under Nasdaq/SEC standards .
- Distribution and incentive program dynamics: 2024 performance was adversely impacted by timing of orders and PepsiCo-related promotional/incentive programs; Board oversight should scrutinize performance metrics and commercial terms to protect minority shareholders .
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Director engagement/attendance baseline: CELH reported strong Board and committee meeting cadence in 2024, with each director attending at least 75% of meetings; Del Pozzo’s 2025 attendance has not yet been disclosed .
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Ownership alignment: Strong policy framework (ownership guideline, anti-hedging/pledging), but Del Pozzo’s individual ownership level and compliance timeline have not been disclosed .
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Director compensation: Standard director pay is modest and equity-heavy, promoting alignment; PepsiCo designees receive none, reducing pay concerns but emphasizing interlock vigilance .