Nicholas Castaldo
Director at CELH
Board
About Nicholas Castaldo
Nicholas Castaldo, age 73, has served as a director of Celsius Holdings, Inc. since March 2013. His 30+ year career spans executive leadership and marketing in food and beverage, including President roles and founding-team work in multi-unit restaurant chains, and he holds an MBA from Harvard Business School. His board credentials emphasize consumer marketing, operations, and strategy in beverages and restaurants .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Anthony’s Coal Fired Pizza | President; SVP & Chief Marketing Officer; Board member | 12 years | Founding management team for casual dining chain |
| Pollo Tropical | President | 8 years | Led Miami-based fast casual chain |
| Denny’s; CitiCorp Savings; Burger King | Senior marketing positions | Not disclosed | Brand marketing leadership in large consumer businesses |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Frank Pepe Pizzeria | Advisory Board member | Not disclosed | Regional casual dining concept |
| Lime Fresh Mexican Grill | Equity Partner; former Chief Marketing Officer | Not disclosed | Fast-casual chain; served two years as CMO |
| Nova Southeastern University (H. Wayne Huizenga College of Business and Entrepreneurship) | Marketing Advisory Board member; former faculty | Faculty 12 years | Academic involvement and advisory role |
Board Governance
- Independence: The Board determined all directors except the CEO are independent; Castaldo is independent under SEC/Nasdaq rules .
- Committee assignments:
- Human Resource & Compensation Committee (member; Chair is Joyce Russell) .
- Governance & Nominating Committee (member; Chair is Damon DeSantis) .
- Attendance: In 2024, the Board met 8 times; committees met 6 (Audit), 5 (Comp), and 2 (Governance). Each director attended at least 75% of meetings on which they served; all directors attended the 2024 annual meeting .
- Board structure: Combined CEO/Chair with a Lead Independent Director (Hal Kravitz) and regular executive sessions of independent directors .
- Rotation policy: Directors who reach age 75 will rotate off by not standing for re-election at the next annual meeting; Castaldo is 73 (signal for near-term board refresh) .
Committee Memberships (Current)
| Committee | Members | Chair |
|---|---|---|
| Human Resource & Compensation | Joyce Russell; Nicholas Castaldo; Hal Kravitz; Hans Melotte | Joyce Russell |
| Governance & Nominating | Damon DeSantis; Nicholas Castaldo; Caroline Levy; Cheryl Miller | Damon DeSantis |
Fixed Compensation
- Program (2024): Annual cash retainer $80,000; Chair fees—Audit $15,000, Compensation $12,500, Governance $10,000; Lead Independent Director premium $30,000; annual equity RSUs valued at $125,000; non‑employee director annual pay cap $500,000 (Chair may be up to $750,000 if a non‑employee) .
| Item | Amount | Notes |
|---|---|---|
| Cash retainer | $80,000 | Paid quarterly |
| Committee chair fees | $12,500 (Comp); $10,000 (Gov); $15,000 (Audit) | Castaldo is not a chair; eligible only if chair |
| Lead Independent Director | $30,000 | Applies to Lead Independent Director (Kravitz) |
2024 Director Compensation (Actual)
| Name | Cash Fees | Stock Awards (RSUs) | Total |
|---|---|---|---|
| Nicholas Castaldo | $80,000 | $124,930 | $204,930 |
Performance Compensation
- Equity grant type: RSUs; vest in full one year from grant date (pro‑rated for mid‑year new directors). No performance metrics are tied to director equity grants .
| Equity Type | Grant Date | Number of Shares | Fair Value | Vesting |
|---|---|---|---|---|
| RSU (annual) | 2024 (specific date not listed) | Not disclosed | $124,930 | One-year cliff vest |
| Performance Metrics Tied to Director Compensation | Status |
|---|---|
| Revenue, EBITDA, TSR, ESG, etc. | Not applicable for director comp; not disclosed |
Other Directorships & Interlocks
- Current public company boards: None disclosed for Castaldo in the proxy; Board Skills matrix indicates experience serving on other public company boards but does not list current roles .
- Compensation Committee interlocks: None; Castaldo served on the Compensation Committee, and the proxy reports no interlocks/insider participation conflicts for committee members .
Expertise & Qualifications
- Consumer marketing and branding; COO experience; general management; strategy development; M&A; food & beverage industry knowledge .
- Harvard MBA; decades of executive experience across public/private, multinational/start-up environments .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Nicholas Castaldo | 352,864 | <1% | Based on 257,734,354 shares outstanding as of Apr 1, 2025 |
| Stock ownership guideline (non‑employee directors) | $300,000 value | Compliance met | Must meet by later of Nov 1, 2027 or 5 years from appointment/election; directors must retain all shares until meeting guideline |
| Hedging/Pledging | Prohibited | All directors in compliance | Anti‑hedging and anti‑pledging policy applies to directors and executives |
Governance Assessment
- Board effectiveness and engagement: Castaldo is active on two key committees (Compensation; Governance & Nominating) with 2024 attendance thresholds met; independent director with regular executive sessions, supporting oversight quality .
- Alignment: Receives mix of cash retainer and time‑based RSUs; meets stock ownership guidelines; hedging/pledging prohibited—solid alignment with shareholders .
- Conflicts and related‑party exposure: No related‑party transactions disclosed for Castaldo; company‑level related‑party leases involve entities affiliated with another director (Damon DeSantis), reviewed under formal policy and Audit Committee oversight .
- Signals and risks: Approaching age‑75 rotation policy (age 73) suggests potential near‑term refresh; no disclosed public-company directorships currently (limits overboarding risk); Compensation Committee interlocks explicitly absent (reduces governance conflicts) .
RED FLAGS: None directly tied to Castaldo disclosed in the proxy. Monitor future disclosures for any related‑party dealings, attendance shortfalls, or shifts in director compensation structure. Current policies prohibit pledging/hedging and set ownership requirements, mitigating alignment risks .