Fiscal year 2025 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
Each company listed discloses CELH in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named CELH in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| John Fieldly | $1,016,500 | $0 | $6,648,396 | $0 | $1,899,240 | $0 | $43,479 | $9,607,616 |
| Chairman and Chief Executive Officer | ||||||||
| Eric Hanson | 740,833 | 0 | 4,037,556 | 0 | 669,900 | 0 | 47,532 | 5,495,821 |
| President and Chief Operating Officer | ||||||||
| Jarrod Langhans | 617,500 | 0 | 2,723,272 | 0 | 557,550 | 0 | 33,454 | 3,931,776 |
| Chief Financial Officer | ||||||||
| Tony Guilfoyle | 550,000 | 0 | 2,218,009 | 0 | 420,469 | 0 | 11,973 | 3,200,450 |
| Chief Customer Officer | ||||||||
| Richard Mattessich | 458,750 | 0 | 2,218,009 | 0 | 357,000 | 0 | 30,195 | 3,063,954 |
| Chief Legal Officer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| John Fieldly | $9,607,616 | — | — | — |
| Eric Hanson | 5,495,821 | — | — | — |
| Jarrod Langhans | 3,931,776 | — | — | — |
| Tony Guilfoyle | 3,200,450 | — | — | — |
| Richard Mattessich | 3,063,954 | — | — | — |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
No insider equity transactions reported since the proxy statement.
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| John Fieldly | PSU | 2025-03-01 | 18,246 | 36,492 | — | 72,984 | $1,335,972 |
| John Fieldly | RSU | 2025-03-01 | — | — | 72,985 | — | 1,874,985 |
| John Fieldly | RSU | 2025-11-12 | — | — | 55,666 | — | 2,499,960 |
| John Fieldly | PSU | 2025-03-01 | 18,246 | 36,492 | — | 72,984 | 937,479 |
| Tony Guilfoyle | RSU | 2025-03-01 | — | — | 18,392 | — | 472,490 |
| Tony Guilfoyle | PSU | 2025-03-01 | 1,971 | 3,941 | — | 7,882 | 144,280 |
| Tony Guilfoyle | RSU | 2025-11-12 | — | — | 33,400 | — | 1,499,994 |
| Tony Guilfoyle | PSU | 2025-03-01 | 1,971 | 3,941 | — | 7,882 | 101,244 |
| Eric Hanson | RSU | 2025-05-30 | — | — | 46,857 | — | 1,774,943 |
| Eric Hanson | PSU | 2025-05-30 | 3,795 | 7,589 | — | 15,178 | 287,471 |
| Eric Hanson | PSU | 2025-05-30 | 3,795 | 7,589 | — | 15,178 | 475,147 |
| Eric Hanson | RSU | 2025-11-12 | — | — | 33,400 | — | 1,499,994 |
| Jarrod Langhans | RSU | 2025-11-12 | — | — | 33,400 | — | 1,499,994 |
| Jarrod Langhans | RSU | 2025-03-01 | — | — | 31,335 | — | 804,996 |
| Jarrod Langhans | PSU | 2025-03-01 | 3,357 | 6,714 | — | 13,428 | 245,800 |
| Jarrod Langhans | PSU | 2025-03-01 | 3,357 | 6,714 | — | 13,428 | 172,483 |
| Richard Mattessich | PSU | 2025-03-01 | 1,971 | 3,941 | — | 7,882 | 144,280 |
| Richard Mattessich | RSU | 2025-11-12 | — | — | 33,400 | — | 1,499,994 |
| Richard Mattessich | RSU | 2025-03-01 | — | — | 18,392 | — | 472,490 |
| Richard Mattessich | PSU | 2025-03-01 | 1,971 | 3,941 | — | 7,882 | 101,244 |
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| John Fieldly | $4,374,945 | $2,273,451 | $0 | 34.2% |
| Tony Guilfoyle | 1,972,484 | 245,524 | 0 | 11.1% |
| Eric Hanson | 3,274,937 | 762,618 | 0 | 18.9% |
| Jarrod Langhans | 2,304,990 | 418,283 | 0 | 15.4% |
| Richard Mattessich | 1,972,484 | 245,524 | 0 | 11.1% |
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
The objective of the Company's compensation program for named executive officers is to align executive compensation with the Company's achievement of its strategic objectives, its financial performance and the creation of long-term value for our stockholders.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Farient Advisors LLC |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | true |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-05-28 | 152,191,085 | 4,591,285 | 321,348 | 97.07% | Passed |
| 2022 | 2022-06-02 | 35,064,940 | 23,473,834 | 98,691 | 59.8% | Passed |
| 2019 | 2019-05-16 | 36,800,807 | 744,999 | 97,905 | 97.76% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | 2026-05-28 | 97.07%a |
| 2022 | 2022-06-02 | 59.8%b |
| 2019 | 2019-05-16 | 97.76%c |
a. Voting standard not stated in the filing.
b. Approved under the standard stated in the filing — “Abstentions will be counted towards the tabulation of votes cast on this proposal and will have the same effect as a negative vote.”.
c. Approved under the standard stated in the filing — “Abstentions will be counted towards the tabulation of votes cast on this proposal and will have the same effect as a negative vote.”.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Ratio (CEO : median employee) | 117 : 1 |
|---|---|
| CEO total compensation | — |
| Median employee compensation | $82,114 |
| Annual cash retainer | $80,000 |
|---|---|
| Annual equity retainer | $125,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 15,000 / 12,500 / 10,000 |
| Stock ownership guideline | $300,000 |
The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.
Of the companies Celsius Holdings names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.
Reciprocity shown where the peer's own current proxy has been read — each mark is cited in the register to that peer's filing. A dash means the peer's current proxy was read and names no reciprocal group including Celsius Holdings.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Brown-Forman | 2026 | Lawson Whiting | $1,314,365 | $10,772,703 | $2,366,434 | $2,493,150 | $25,304,882 |
| 2 | Primo Brands | 2025 | Eric Foss | 161,538 | 14,418,944 | 0 | 0 | 14,908,091 |
| 3 | Market | 2025 | Jack Sinclair | 1,289,000 | 4,888,121 | 1,700,085 | 3,615,645 | 11,517,223 |
| 4 | Celsius Holdings | 2025 | John Fieldly | 1,016,500 | 6,648,396 | 0 | 1,899,240 | 9,607,616 |
| 5 | BellRing Brands | 2025 | Darcy Horn Davenport | 950,025 | 4,400,000 | 0 | 1,055,715 | 6,563,539 |
| — | Cal-Maine Foods | — | — | — | — | — | — | not in coverage universe |
| — | Simply Good Foods | — | — | — | — | — | — | not in coverage universe |
| — | Utz Brands | — | — | — | — | — | — | not in coverage universe |
| — | J&J Snack Foods | — | — | — | — | — | — | not in coverage universe |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
| Company | Annual incentive payout | Long-term vehicle mix | PSU measures include TSR | Compensation consultant |
|---|---|---|---|---|
| Celsius Holdings | not disclosed | not disclosed | not disclosed | Farient Advisors LLC |
| BellRing Brands | not disclosed | not disclosed | not disclosed | not disclosed |
| Brown-Forman | not disclosed | PSU 67 · Options 33 | Yes — Three-year TSR | Compensation Advisory Partners |
| Cal-Maine Foods | not disclosed | not disclosed | not disclosed | not disclosed |
| J&J Snack Foods | not disclosed | not disclosed | not disclosed | not disclosed |
| Market | 187% | PSU 50 · RSU 25 · Options 25 | No | Meridian |
| Primo Brands | not disclosed | not disclosed | not disclosed | not disclosed |
| Simply Good Foods | not disclosed | not disclosed | not disclosed | not disclosed |
| Utz Brands | not disclosed | not disclosed | not disclosed | not disclosed |
Read from each company's Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company's filing does not state the item.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, John Fieldly | DEF 14A | 2026-04-14 | 0001193125-26-154918 | Section “Executive Compensation”. As printed: 9,607,616. Filing ↗machine: r4 · c39 · span 882165–882175 |
| 2 | Section 01, Eric Hanson | DEF 14A | 2026-04-14 | 0001193125-26-154918 | Section “Executive Compensation”. As printed: 5,495,821. Filing ↗machine: r7 · c39 · span 901185–901195 |
| 3 | Section 01, Jarrod Langhans | DEF 14A | 2026-04-14 | 0001193125-26-154918 | Section “Executive Compensation”. As printed: 3,931,776. Filing ↗machine: r9 · c39 · span 911593–911603 |
| 4 | Section 01, Tony Guilfoyle | DEF 14A | 2026-04-14 | 0001193125-26-154918 | Section “Executive Compensation”. As printed: 3,200,450. Filing ↗machine: r12 · c39 · span 931971–931981 |
| 5 | Section 01, Richard Mattessich | DEF 14A | 2026-04-14 | 0001193125-26-154918 | Section “Executive Compensation”. As printed: 3,063,954. Filing ↗machine: r15 · c39 · span 952429–952439 |
| 6 | Section 03, John Fieldly PSU | DEF 14A | 2026-04-14 | 0001193125-26-154918 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 992344–992354 |
| 7 | Section 03, John Fieldly RSU | DEF 14A | 2026-04-14 | 0001193125-26-154918 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 994834–994844 |
| 8 | Section 03, John Fieldly RSU | DEF 14A | 2026-04-14 | 0001193125-26-154918 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 986585–986595 |
| 9 | Section 03, John Fieldly PSU | DEF 14A | 2026-04-14 | 0001193125-26-154918 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 989467–989475 |
| 10 | Section 03, Tony Guilfoyle RSU | DEF 14A | 2026-04-14 | 0001193125-26-154918 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 1035141–1035149 |
| 11 | Section 03, Tony Guilfoyle PSU | DEF 14A | 2026-04-14 | 0001193125-26-154918 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 1032653–1032661 |
| 12 | Section 03, Tony Guilfoyle RSU | DEF 14A | 2026-04-14 | 0001193125-26-154918 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗ |
| 13 | Section 03, Tony Guilfoyle PSU | DEF 14A | 2026-04-14 | 0001193125-26-154918 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 1029779–1029787 |
| 14 | Section 03, Eric Hanson RSU | DEF 14A | 2026-04-14 | 0001193125-26-154918 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 1008322–1008332 |
| 15 | Section 03, Eric Hanson PSU | DEF 14A | 2026-04-14 | 0001193125-26-154918 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 1002881–1002889 |
| 16 | Section 03, Eric Hanson PSU | DEF 14A | 2026-04-14 | 0001193125-26-154918 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 1005757–1005765 |
| 17 | Section 03, Eric Hanson RSU | DEF 14A | 2026-04-14 | 0001193125-26-154918 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗ |
| 18 | Section 03, Jarrod Langhans RSU | DEF 14A | 2026-04-14 | 0001193125-26-154918 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗ |
| 19 | Section 03, Jarrod Langhans RSU | DEF 14A | 2026-04-14 | 0001193125-26-154918 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 1021733–1021741 |
| 20 | Section 03, Jarrod Langhans PSU | DEF 14A | 2026-04-14 | 0001193125-26-154918 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 1019245–1019253 |
| 21 | Section 03, Jarrod Langhans PSU | DEF 14A | 2026-04-14 | 0001193125-26-154918 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 1016370–1016378 |
| 22 | Section 03, Richard Mattessich PSU | DEF 14A | 2026-04-14 | 0001193125-26-154918 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 1046062–1046070 |
| 23 | Section 03, Richard Mattessich RSU | DEF 14A | 2026-04-14 | 0001193125-26-154918 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗ |
| 24 | Section 03, Richard Mattessich RSU | DEF 14A | 2026-04-14 | 0001193125-26-154918 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 1048509–1048517 |
| 25 | Section 03, Richard Mattessich PSU | DEF 14A | 2026-04-14 | 0001193125-26-154918 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 1043188–1043196 |
| 26 | Section 07, pay ratio | DEF 14A | 2026-04-14 | 0001193125-26-154918 | Section “CEO Pay Ratio”. As printed: 117 : 1. Filing ↗machine: span 1390005–1390008 |
| 27 | Section 06, 2026 vote | Form 8-K | 2026-05-28 | 0001193125-26-245271 | Item 5.07 · say-on-pay result. As reported: 97.07% (votes for as printed: 152,191,085). Filing ↗ |
| 28 | Section 06, 2022 vote | Form 8-K | 2022-06-03 | 0000950170-22-011160 | Item 5.07 · say-on-pay result. As reported: 59.8%. Filing ↗ |
| 29 | Section 06, 2019 vote | Form 8-K | 2019-05-20 | 0001615774-19-008165 | Item 5.07 · say-on-pay result. As reported: 97.76%. Filing ↗ |
| 30 | Section 03b vehicle mix (computed) | Computed | — | computed | RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).machine: formula: sums + PSU ratio |
| 31 | Brown-Forman, Section 10b CEO total | DEF 14A | 2026-06-18 | 0001193125-26-275853 | CEO total compensation as printed in Brown-Forman's own proxy. As printed: 25,304,882. Filing ↗machine: t132 · r4 · c35 · span 757502–757512 |
| 32 | Primo Brands, Section 10b CEO total | DEF 14A | 2026-03-18 | 0001140361-26-009985 | CEO total compensation as printed in Primo Brands's own proxy. As printed: 14,908,091. Filing ↗machine: r2 · c24 · span 735084–735094 |
| 33 | Market, Section 10b CEO total | DEF 14A | 2026-04-07 | 0001575515-26-000013 | CEO total compensation as printed in Market's own proxy. As printed: 11,517,223. Filing ↗machine: span 647395–647405 |
| 34 | Celsius Holdings (subject), Section 10b CEO total | DEF 14A | 2026-04-14 | 0001193125-26-154918 | CEO total compensation as printed in Celsius Holdings's own proxy. As printed: 9,607,616. Filing ↗machine: r4 · c39 · span 882165–882175 |
| 35 | BellRing Brands, Section 10b CEO total | DEF 14A | 2025-12-16 | 0001193125-25-320827 | CEO total compensation as printed in BellRing Brands's own proxy. As printed: 6,563,539. Filing ↗machine: r3 · c35 · span 516110–516119 |
| 36 | Section 10a, Brown-Forman reciprocity | DEF 14A | — | 0001193125-26-275853 | Brown-Forman's most recent proxy was read; its disclosed peer group does not include Celsius Holdings. Filing ↗ |
| 37 | Section 10a, Market reciprocity | DEF 14A | — | 0001575515-26-000013 | Market's most recent proxy was read; its disclosed peer group does not include Celsius Holdings. Filing ↗ |
| 38 | Section 10a, Primo Brands reciprocity | DEF 14A | — | 0001140361-26-009985 | Primo Brands's most recent proxy was read; its disclosed peer group does not include Celsius Holdings. Filing ↗ |