Tony Guilfoyle
Chief Commercial Officer at CELH
Executive
About Tony Guilfoyle
Tony Guilfoyle is Chief Commercial Officer at Celsius Holdings (CELH), appointed in February 2024 after serving as EVP of North American Sales from November 2020 to January 2024; he has over 20 years of beverage sales leadership experience, including senior roles at Rockstar Energy, and holds a bachelor’s degree from the University of California, Davis . He is 51 and an executive officer since 2020; during his tenure, CELH reported 2024 revenue of $1.36B (+3% YoY), three-year TSR of 25% through 12/31/24, and missed internal Adjusted EBITDA thresholds (financial payout factor 17%) amid timing/promotional pressures, shaping 2024 bonus outcomes . CELH’s compensation framework emphasizes pay-for-performance with RSUs/PSUs, clawbacks, ownership guidelines, and anti-hedging/pledging policies, supporting alignment and retention .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Celsius Holdings | Chief Commercial Officer | Feb 2024–present | Leads global commercial execution; growth in points of distribution, innovation launches, international expansion shaped 2024 performance context . |
| Celsius Holdings | EVP, North American Sales | Nov 2020–Jan 2024 | Scaled U.S. retail presence and distributor execution; prepared for PepsiCo distribution integration . |
| Rockstar Energy | SVP Sales; EVP Sales | Nov 2008–2014; 2014–2020 | Led expansion across North America and EMEA; deep distributor/key account and category management expertise . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No public company directorships or external roles disclosed in CELH’s proxy biography . |
Fixed Compensation
Multi-year compensation summary (actual reported):
| Metric ($USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $283,300 | $397,756 | $440,000 |
| Restricted Stock Awards (RSUs/PSUs fair value) | $1,726,436 | $599,999 | $852,285 |
| Non-Equity Incentive (Annual Bonus) | $422,957 | $270,000 | $79,200 |
| All Other Compensation (incl. auto allowance) | $5,729 | $5,698 | $13,700 |
| Total | $2,438,422 | $1,273,453 | $1,385,185 |
2024 target pay positioning:
| Component | Value |
|---|---|
| Base Salary | $440,000 |
| Target Bonus % | 45% of base |
| Target Short-Term Compensation (STC) | $638,000 (’000s table) |
| Target Long-Term Incentive (LTI) | $750,000 |
| Target Total Direct Compensation (TDC) | $1,388,000 |
Performance Compensation
Annual incentive plan structure and 2024 outcomes:
| Metric | Weighting | Threshold (50% payout) | Target (100%) | Max (150%) | Actual Result | 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% |
| Total Financial Component | 75% | — | — | — | — | 17% of target |
| Individual Performance (Tony) | 25% | Rating-to-payout scale (0–5 → 0%–150%) | — | — | Achievements: increased average SKU store count, ARP/oz, ACV, launches/promos, surpassed Canada case volume target | 110% of target |
| Total Annual Bonus Payout (Tony) | — | — | — | — | — | 40% of target; Paid $79,200 on Mar 14, 2025 |
Long-term incentives granted in 2024:
| Vehicle | Weighting | Grant Detail | Vesting |
|---|---|---|---|
| RSUs | 70% of LTI for NEOs | 6,812 units (Tony) | 1/3 per year on Mar 1, 2025/2026/2027 |
| PSUs – 3-year Cumulative Revenue | 30% total PSUs split with rTSR | Target 1,325; Threshold 663; Max 2,650 units (Tony) | Cliff vest Mar 2027, subject to performance |
| PSUs – 3-year Relative TSR | 30% total PSUs split with revenue | Target 1,324; Threshold 662; Max 2,648 units (Tony) | Cliff vest Mar 2027, subject to performance |
| One-time PSU “Kicker” (Stock price) | Separate one-time | Target 1,425 units (Tony); vests if 20-day avg price ≥ $92.49 in Mar 2027; otherwise 0% | Cliff vest Mar 2027 if hurdle met |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Tony) | 34,809 shares; less than 1% of outstanding |
| Shares Outstanding (Record Date) | 257,734,354 |
| Stock Ownership Guidelines | Executives: 3x base salary; compliance required within 5 years; counts 60% of unvested RSUs; all NEOs met requirements in the measurement period |
| Anti-Hedging/Pledging | Prohibited for officers/directors; no hedging, margin, or pledging; all in compliance as of proxy date |
| 2024 Vested Stock Activity (Tony) | Shares vested: 76,122; value realized: $3,226,643 |
| Outstanding Awards (select) | 2024 RSUs: 6,812 (vest Mar 1, 2025/2026/2027); 2023 RSUs: 11,534 (vest Jan 1, 2025/2026); 2022 RSUs: 8,400 (vested Jan 1, 2025); 2020 RSUs: 27,524 (vest Nov 19, 2025); 2024 PSUs (Rev, rTSR, Kicker) scheduled to vest Mar 2027 subject to performance . |
Key vesting schedule (Tony):
| Grant | Units | Vest Dates |
|---|---|---|
| RSUs (3/1/2024) | 6,812 | 3/1/2025, 3/1/2026, 3/1/2027 |
| RSUs (1/1/2023) | 11,534 | 1/1/2025, 1/1/2026 |
| RSUs (1/1/2022) | 8,400 | Vested 1/1/2025 |
| RSUs (11/19/2020) | 27,524 | 11/19/2025 |
| PSUs (3/1/2024 – Kicker) | 1,425 (target) | Mar 2027 if stock price ≥ $92.49 (20-day avg) |
| PSUs (3/1/2024 – Revenue) | 1,325 (target) | Mar 2027 (performance) |
| PSUs (3/1/2024 – rTSR) | 1,324 (target) | Mar 2027 (performance) |
Employment Terms
| Element | Tony Guilfoyle |
|---|---|
| Employment Agreement | No individual employment agreement; hired under offer letter terms . |
| Executive Severance Plan (2024) | If terminated involuntarily without Cause or resigns for Good Reason: lump sum equals base salary + 100% target annual bonus + prorated target bonus for year of termination; plus lump sum 12 months COBRA premiums (subject to offset/plan discretion) . |
| Change-in-Control (CIC) Agreement (2024 form) | During 3 months pre- and 2 years post-CIC, if terminated without Cause or resigns for Good Reason: accrued obligations; 2x (base + 100% target bonus) cash; prorated target bonus; lump sum 18 months COBRA premiums (agreement may be entered into with certain executives) . |
| Equity acceleration on CIC | 2024 PSUs have double-trigger provisions; 2025 omnibus plan proposes double-trigger vesting; specific equity acceleration for Tony under CIC agreement not disclosed beyond plan features . |
| Clawback | Nasdaq/SEC-compliant clawback adopted in 2023; recovery of incentive-based compensation after restatements; SOX 304 applies to CEO/CFO (policy scope disclosed company-wide) . |
| Non-compete / Non-solicit | Not specified for Tony; restrictive covenants detailed for CEO/CFO; executive severance/CIC plan does not disclose non-compete for other NEOs . |
| Perquisites | Automobile allowance included in All Other Compensation . |
| Tax gross-ups | No excise tax gross-ups for NEOs noted as a governance practice . |
Performance & Track Record
- 2024 corporate performance: revenue $1.36B (+3% YoY), gross margin improvement, 22% volume growth, and international revenue +37%; three-year TSR +25% through 12/31/24; yet financial bonus component paid at 17% due to order timing/promotions/PepsiCo incentives .
- Tony’s 2024 individual outcomes: increased average SKU store count, ARP per ounce, maintained ACV, executed launches/promos, surpassed Canada case volume target; individual component payout at 110% of target; total bonus paid $79,200 (40% of target) .
- Equity program: RSU/PSU mix (70%/30% for NEOs) with 3-year revenue and relative TSR metrics; one-time stock price PSU “kicker” requiring 50% stock price appreciation to vest by Mar 2027 .
- Special leadership award (PepsiCo 2022): multi-tranche award tied to strategic milestones fully vested in August 2024 upon criteria achievement (joint business plans, ACV goals) .
Compensation Committee Analysis, Peer Group, and Shareholder Feedback
- Committee practices: independent Compensation Committee with independent consultant (Farient); pay-for-performance emphasis; caps on ST/LT payouts; double-trigger vesting; robust ownership and clawbacks .
- Peer groups updated for size relevance; primary peers span CPG food/beverage; reference peers include Monster, KDP, Coca-Cola, PepsiCo; used for 2024/2025 plan benchmarking .
- Say-on-Pay: 2019 approval 98%; 2022 approval 59.9% spurred design changes including detailed disclosure, stronger LT performance alignment via PSUs, revised severance constructs; ongoing shareholder outreach covering ~30% of outstanding shares (40% ex-founder holdings) in 2024 .
- 2025 ballot: advisory vote on NEO compensation with Board recommendation “FOR”; say-on-frequency “ONE YEAR” .
Risk Indicators & Red Flags
- Positive: anti-hedging/pledging with compliance; clawbacks; double-trigger equity; no option repricing without shareholder approval; no excise tax gross-ups .
- Watch items: reduced 2024 financial performance drove 17% financial payout; historic 2022 say-on-pay at 59.9% indicates prior investor concerns, though program changes have been made .
- Legal/Investigations: no disclosable proceedings for executive officers noted .
Equity Ownership & Vesting Pressure Details
- Beneficial ownership: 34,809 shares (<1%); RSU/PSU overhang with multi-year vesting could create periodic supply as tranches vest (e.g., Mar 2025–2027) .
- 2024 vesting realized: 76,122 shares vested with $3,226,643 value; Form 4 sell/buy activity not disclosed in proxy; hedging/pledging prohibited; monitoring of Form 4 filings recommended for near-term selling pressure assessment .
Employment Terms Summary (Economics)
| Scenario | Cash Multiple | Bonus Treatment | COBRA | Equity |
|---|---|---|---|---|
| Qualifying termination (no CIC) | Base + 100% target bonus (lump sum), plus prorated target bonus | Prorated target bonus for year | 12 months (lump sum) | Not specified beyond plan rules; double-trigger under equity plan |
| CIC + qualifying termination | 2x (base + 100% target bonus) | Prorated target bonus for year | 18 months (lump sum) | Double-trigger; acceleration terms under plan; Tony-specific acceleration not separately disclosed |
Investment Implications
- Alignment: Strong governance (ownership guidelines, clawback, anti-hedge/pledge) and performance-based PSUs tie Tony’s upside to revenue growth and relative TSR; his 2024 individual overachievement suggests execution strength despite macro/timing headwinds .
- Retention risk: Economics under severance/CIC plans are competitive and support focus during strategic transactions; absence of pledging and compliance with ownership guidelines reduce misalignment risk .
- Trading signals: PSU “kicker” requires stock price ≥ $92.49 by Mar 2027, potentially incentivizing long-term share performance; scheduled RSU/PSU vesting dates may create episodic supply—monitor upcoming vest dates and Form 4s for near-term selling pressure .
- Pay-for-performance: 2024 bonus at 40% of target reflects discipline given financial outcomes; continued international and distribution expansion under Tony’s remit is a lever for revenue/TSR-linked PSU vesting, with stakeholder-aligned payouts contingent on multi-year results .