CELSIUS HOLDINGS INC (CELH)
Sector: Consumer Staples
2026 Annual Meeting Analysis
CELSIUS HOLDINGS INC · Meeting: May 28, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
CEO and Chairman since 2018/2021; CELH's 3-year price return of +19.0% outperforms the peer group median of +1.2% by +17.8pp, well below the 35pp underperformance threshold required to trigger a vote against, and no overboarding, attendance, or independence concerns apply.
Long-tenured director with strong food and beverage industry experience; TSR trigger does not fire (CELH outperforms peer median), no overboarding or attendance issues identified.
Director since August 2021 with relevant consumer/nutrition industry background; TSR trigger does not fire, no overboarding, and all meetings attended at or above 75% threshold.
Joined the board in February 2026, fewer than 24 months ago, so the TSR performance trigger does not apply; brings deep CFO and financial expertise from PepsiCo directly relevant to Celsius's scale and distribution partnership.
Lead Independent Director since July 2021 with 30+ years of beverage industry executive experience; TSR trigger does not fire, no overboarding, and attendance requirements met.
Director since July 2020 with 35+ years as a consumer sector analyst; TSR trigger does not fire, serves on private company boards only (no public overboarding concern), and attendance requirements met.
Director since August 2021 with strong CFO and public-company board experience; serves on two other public boards (Tyson Foods, Old Dominion Freight Line) — two seats, below the four-seat overboarding threshold — TSR trigger does not fire and attendance requirements met.
New nominee with no prior board tenure at Celsius, so the TSR trigger does not apply; brings highly relevant technology and AI transformation expertise as CIO of Cisco Systems.
Director since August 2021 with extensive human resources and talent development experience; TSR trigger does not fire, no overboarding, and attendance requirements met.
Joined the board in February 2026, fewer than 24 months ago, so the TSR performance trigger does not apply; brings 32 years of beverage industry and PepsiCo commercial strategy expertise directly relevant to Celsius's distribution partnership.
All ten director nominees receive a FOR vote. CELH's 3-year price return of +19.0% outperforms the compensation peer group median of +1.2% by +17.8pp, far below the 35pp underperformance threshold needed to trigger votes against any director. No director is overboarded (none holds four or more public board seats), all directors met the 75% meeting attendance requirement, no non-independent directors sit on audit or compensation committees, and no familial relationships with senior management are disclosed. Two new nominees (Jacoby, Previn, Short) joined within 24 months and are exempt from the TSR trigger.
Say on Pay
✓ FORCEO
John Fiedly
Total Comp
$9,607,616
Prior Support
98%%
The prior Say on Pay vote received 98% shareholder support, reflecting broad endorsement of the pay program. The CEO's total compensation of approximately $9.6 million is supported by a pay structure where 83% of target pay is variable and at-risk, consisting of performance stock awards tied to 3-year cumulative revenue and relative total shareholder return goals, time-vested restricted stock, and an annual bonus tied to revenue, gross profit, and adjusted EBITDA — all measurable, long-term-oriented metrics that align executive outcomes with shareholder outcomes. Pay-for-performance alignment is strong: CELH's 3-year return of +19.0% outperforms the compensation peer group median of +1.2% by +17.8pp, the company achieved maximum financial performance on its annual bonus plan driven by record revenues of $2.5 billion, a robust clawback policy compliant with Dodd-Frank is in place, and no hedging or pledging of company shares is permitted.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$5,799,015
Non-Audit Fees
$0
Ernst & Young charged $5,799,015 in audit fees for 2025 with zero non-audit, audit-related, tax, or other fees, giving a non-audit ratio of 0% — well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire; Ernst & Young is a Big 4 firm appropriate for a company of Celsius's size and complexity.
Overall Assessment
The 2026 Celsius Holdings annual meeting ballot contains three standard proposals: election of ten directors, ratification of Ernst & Young as auditor, and an advisory vote on executive compensation. All three proposals receive a FOR vote — CELH's strong stock performance relative to peers clears the director TSR trigger, Ernst & Young has zero non-audit fees eliminating any independence concern, and the executive pay program is heavily performance-based with 98% prior-year shareholder support and demonstrated pay-for-performance alignment.
Compensation Peer Group
5 companies disclosed in 2026 proxy filing