Richard Mattessich
Chief Legal Officer, Chief Compliance Officer, and Corporate Secretary at CELH
Executive
About Richard Mattessich
Richard S. Mattessich, age 60, is Chief Legal Officer, Chief Compliance Officer, and Corporate Secretary at Celsius Holdings (CELH). He has served as CLO and Corporate Secretary since November 2023 and as Chief Compliance Officer since February 2024, bringing deep corporate/securities and governance expertise and prior experience as a CPA . Company performance context for incentive alignment: Celsius delivered 2024 revenue of $1.36B (+3% YoY), improved gross margin by 220 bps, and reported a 25% three-year TSR through 12/31/24; net income declined 36% in 2024 amid timing/promotional headwinds .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| ADT Inc. | Deputy General Counsel, Corporate & Securities | 2019–Oct 2023 | Led public company governance and securities/compliance for a large U.S.-listed issuer |
| Dun & Bradstreet, Inc. | VP, Associate General Counsel; Chief Compliance Officer (2018–2019) | 2005–2019 | Ran enterprise compliance (2018–2019) and supported corporate/securities for a global data/analytics company |
| Morgan Lewis & Bockius LLP | Partner | n/a | AmLaw partner-level corporate securities/governance expertise |
| Wilmer Cutler Pickering Hale & Dorr LLP | Partner | n/a | AmLaw partner-level corporate securities/governance expertise |
| Buchanan Ingersoll & Rooney PC | Associate | n/a | Corporate law foundation in securities/governance |
External Roles
- No public company directorships or external board roles disclosed in the proxy biography .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Actual Bonus ($) | Notes |
|---|---|---|---|---|
| 2024 | 353,600 | 30% | 47,736 | AIP paid at 45% of target for 2024 performance |
| 2024 Total “All Other Compensation” | 16,703 | — | — | Includes cell phone allowance; medical, life, LTD premiums |
Performance Compensation
2024 Annual Incentive Plan (AIP) – Design and Outcome
- Weighting: 75% financial (Revenue, Gross Profit, Adjusted EBITDA), 25% individual goals .
- Financial payout factor: 17% of target for 2024; Mr. Mattessich individual rating: 130% on the 25% slice, producing 45% total AIP payout of his 30% target bonus .
- Individual 2024 achievements for Mr. Mattessich: ensured SEC/Nasdaq compliance, improved board/committee governance processes, established size-appropriate insurance program, built legal team .
| Metric (Financial) | Weight | Threshold (50% payout) | Target (100%) | Max (150%) | Actual | Payout % |
|---|---|---|---|---|---|---|
| Revenue | 25% | $1,040mm | $1,755mm | $2,036mm | Below Threshold | 0% |
| Gross Profit | 25% | $681mm | $851mm | $987mm | At Threshold | 50% |
| Adjusted EBITDA | 25% | $307mm | $384mm | $445mm | Below Threshold | 0% |
| Financial Subtotal | 75% | — | — | — | — | 17% |
| Metric (Individual) | Weight | Rating | Payout % |
|---|---|---|---|
| Individual Objectives (CLCO) | 25% | 130% (achievement) | 130% |
| Result | Value |
|---|---|
| 2024 AIP Payout (% of target) | 45% |
| 2024 AIP Paid ($) | 47,736 |
Long-Term Incentives (2024 Grants)
- Mix: RSUs (time-based) and PSUs (3-year performance); PSUs split 50% 3-year cumulative revenue and 50% 3-year relative TSR; PSUs vest March 2027 subject to goals; RSUs vest in equal annual installments over 3 years .
- One-time PSU “kicker”: vests only if 20-day average stock price ≥ $92.49 in March 2027 (equates to 50% of target FY24 PSU award) .
| Grant (3/1/2024 unless noted) | Units (#) | Grant date fair value ($) | Vesting |
|---|---|---|---|
| RSUs | 6,812 | 539,987 | 1/3 on 3/1/2025, 3/1/2026, 3/1/2027 |
| PSU – Revenue (target) | 1,325 | 105,033 | Cliff in March 2027; 3-year cumulative revenue goals |
| PSU – Relative TSR (target) | 1,324 | 178,409 | Cliff in March 2027; 3-year relative TSR goals |
| PSU – Stock Price “Kicker” (target) | 1,425 | 28,856 | March 2027 if 20-day avg ≥ $92.49 |
| Total 2024 Stock Awards | — | 852,285 | — |
PSU payout leverage: 50% threshold to 200% max for revenue/TSR tranches; AIP payouts capped at 150% of target .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial ownership | 3,789 CELH shares (<1% of outstanding) as of 4/1/2025 record date |
| Unvested RSUs outstanding (12/31/2024) | 6,812 (3/1/2024 grant; vest 2025–2027); 6,700 (11/1/2023 grant; vest 2025–2026) |
| Unvested PSUs outstanding (12/31/2024) | 1,425 “kicker”; 1,325 revenue; 662 relative TSR; all scheduled March 2027 |
| Year-end 2024 marked values | RSUs $179,428 (2024 grant), $176,478 (2023 grant); PSUs $37,535 kicker; $34,901 revenue; $17,437 TSR at $26.34 price |
| 2024 stock vested | 3,348 shares vested; $105,395 value realized (gross) |
| Options | No options listed outstanding for Mr. Mattessich as of 12/31/2024 |
| Hedging/pledging | Policy prohibits hedging and pledging; all directors/executives compliant as of proxy date |
| Ownership guidelines | Executives must hold shares equal to 3x base salary; five-year compliance window; all NEOs met requirements in measurement period |
Vesting overhang/near-term supply considerations:
- RSUs vesting: equal annual installments on March 1, 2025/2026/2027 for the 2024 grant; November 1, 2025/2026 for the 2023 grant; PSUs potentially settle March 2027 if metrics achieved .
Employment Terms
| Provision | Key terms |
|---|---|
| Employment at CELH | CLO & Corporate Secretary since Nov 2023; CCO since Feb 2024; officer since 2023 |
| AIP target bonus | 30% of base salary |
| Severance (Executive Severance Plan) | Upon qualifying termination (no CIC): lump sum equal to base salary + 100% of target annual bonus + prorated target bonus for year of termination; plus lump sum COBRA premiums for 12 months |
| Change-in-control (CIC Agreement) | If qualifying termination within 3 months before or 2 years after CIC: cash equal to 2x (base salary + 100% target bonus) + prorated target bonus; lump sum COBRA premiums for 18 months |
| Death/Disability (Mattessich Agreement) | 12 months base salary; pro rata performance bonus; pro rata acceleration of unvested equity |
| Clawback | 2023 clawback policy aligned with SEC/Nasdaq for restatements; SOX 304 applies to CEO/CFO; recovery of erroneously received incentive comp |
| Anti-hedging/pledging | Prohibited for all officers/directors; policy in force and compliant |
| Perquisites | Modest; 2024 “All Other Compensation” includes cell phone allowance; standard benefits |
| Pensions/SERP | None provided to NEOs |
Note: Equity acceleration in CIC for NEOs (other than CEO/CFO) is governed by plan/award terms; company adopted double-trigger vesting for PSUs granted beginning in 2024 and in proposed 2025 equity plan (subject to shareholder approval) .
Compensation Structure Analysis
- Year-over-year mix: For 2024, equity was the dominant component of total compensation ($852k stock awards vs. $353.6k salary and $47.7k bonus), with a shift toward PSUs that tie 50% to revenue and 50% to relative TSR and include a high-threshold price kicker, increasing performance sensitivity vs. pure time-based RSUs .
- Pay-for-performance: 2024 AIP paid at 45% of target for Mr. Mattessich given financial underperformance (financial component at 17% of target) despite strong individual achievement (130% on the individual component), demonstrating downside alignment .
- Governance enhancements: Adoption of clawback, stock ownership requirements (3x salary), double-trigger CIC in new plan, and elimination of evergreen provision in proposed 2025 plan; independent consultant (Farient) supports design evolution post-2022 say-on-pay feedback (59.9% approval in 2022) .
Investment Implications
- Alignment and retention: Equity-heavy LTI with multi-year PSUs (revenue and relative TSR) and a 2027 stock-price kicker creates line-of-sight to long-term value; double-trigger change-in-control structure and modest but formulaic severance economics (2x base+bonus in CIC) support retention and orderly transitions without excessive payout risk .
- Selling pressure: No options outstanding; near-term supply primarily from scheduled RSU vesting in 2025–2027 and potential PSU settlement in 2027; 2024 stock vested 3,348 shares, a relatively small figure vs. total unvested equity and company float .
- Risk controls: Anti-hedging/pledging policy with full compliance, clawback regime, and stock ownership guidelines (met by all NEOs) reduce governance red flags; Section 16(a) compliance reported as timely for FY2024; no legal proceedings disclosed for executives .
- Ownership: Direct beneficial ownership is modest (3,789 shares), but ownership guideline compliance includes a portion of unvested RSUs; combined with PSU weighting, this supports pay/ownership alignment while leaving room for increased open-market ownership over time .