DEF: Celsius Holdings 2026 Annual Meeting Proxy Statement

Celsius Holdings announces its 2026 Annual Meeting of Stockholders, scheduled for May 28, 2026, to elect directors, vote on executive compensation, and ratify auditor appointment.

Summary

• Celsius Holdings, Inc. has issued its proxy statement for the 2026 Annual Meeting of Stockholders, scheduled to be held virtually on May 28, 2026.
• The meeting's agenda includes the election of 10 director nominees, a non-binding advisory vote on executive compensation (Say on Pay), and the ratification of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026.
• The record date for determining stockholders entitled to vote is April 1, 2026.
• The company is distributing a Notice of Internet Availability of Proxy Materials instead of paper copies, with materials accessible online.
• Key proposals include electing directors, approving executive compensation, and ratifying the auditor appointment, with the Board recommending a 'FOR' vote on all proposals.
• The filing also details beneficial ownership of common stock by significant shareholders and management, Section 16(a) reporting compliance, and information regarding the Board of Directors, its committees, and corporate governance practices.
• Compensation for Named Executive Officers (NEOs) for 2025 is detailed, including base salaries, annual incentives, and long-term incentives, with a focus on pay-for-performance alignment.
• Director compensation for 2025 and planned changes for 2026 are outlined, emphasizing equity components and stock ownership requirements.
• Related party transactions, including lease agreements and consulting agreements with former Alani Nu principals, are disclosed.
• The company provides a cautionary statement regarding forward-looking statements and includes a reconciliation of Net Income to Adjusted EBITDA.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this filing as moderately positive, highlighting strong governance practices, alignment of executive compensation with performance, and a clear strategic direction, while acknowledging standard procedural disclosures.

Positives

• The company is holding its annual meeting to ensure shareholder engagement and governance.
• The Board of Directors is recommending a 'FOR' vote on all proposals, indicating confidence in its nominees, executive compensation structure, and auditor.
• The company has a robust corporate governance framework, with a majority of independent directors and independent board committees.
• Executive compensation is designed with a pay-for-performance orientation, with a significant portion being variable and at risk.
• The company has a strong stock ownership policy for directors and executive officers to align interests with stockholders.
• The company has adopted a clawback policy and an anti-hedging/anti-pledging policy to mitigate risks and align with best practices.
• The company's Say on Pay vote in 2025 received 98% support, indicating strong stockholder approval of compensation practices.
• Ernst & Young LLP is proposed for reappointment as the independent auditor, suggesting continued confidence in their services.
• The company has a clear process for stockholder proposals and nominations for future annual meetings.

Negatives

• One instance of a late Section 16(a) filing by a former director (Michael Del Pozzo) is noted.
• The filing details potential severance payments and equity acceleration in the event of termination or change in control, which represents a contingent liability.
• The company's CEO also serves as Chairman of the Board, which some governance advocates may view as a potential conflict, though a Lead Independent Director is in place.
• The lease for executive offices was with an entity affiliated with a principal stockholder and a director, though the company states rent was commensurate with market rates.

Risks

• The company's ability to successfully integrate acquired businesses like Alani Nu and Rockstar Energy and manage multiple brands is a key risk.
• Reliance on key distributor partnerships, including the relationship with PepsiCo, presents a risk if these relationships are terminated or negatively impacted.
• Potential negative impacts from acquisitions, including unknown liabilities, are highlighted.
• The company faces risks related to accurately estimating product demand and potential increases in raw material costs or shortages.
• Cyber-security threats and breaches, including AI-enabled threats, pose a risk to operations.
• The company is subject to evolving regulations, including climate-related disclosure laws and potential FDA actions regarding products.
• Competition in the functional beverage industry is intense, and changes in consumer preferences could impact sales.
• The increased ownership stake and Board representation by PepsiCo could lead to greater influence over strategic and governance decisions.

Future Outlook

The company believes it is well-positioned for long-term value creation due to evolving consumer interest in functional, wellness-oriented products, a diversified energy portfolio, a strong distribution partnership with PepsiCo, and a disciplined operating approach, focusing on scaling responsibly over time.

Management Comments

• "As I reflect on the past year, I am proud of the progress our team has made to strengthen Celsius Holdings and position the company for long-term success."
• "We continue to execute with focus and discipline – advancing our brands, expanding our reach, and building the capabilities required to scale responsibly in a dynamic and evolving category."
• "At the core of our strategy is a conviction that has guided Celsius from the beginning: energy should support how people live."
• "Our partnership with PepsiCo continues to support disciplined execution across the energy category."
• "Our objective is to ensure that portfolio growth enhances the strength, consistency, and long-term sustainability of our business."
• "We believe that sustainable growth is supported by strong brands and financial discipline."
• "We remain committed to building long-term stockholder value while staying true to the Live Fit lifestyle and consumer-first mindset that have defined Celsius from the beginning."

Industry Context

StockSavvy.ai notes that Celsius Holdings' strategy of building a 'Total Energy Portfolio' with brands like CELSIUS, Alani Nu, and Rockstar Energy, alongside its strategic partnership with PepsiCo for distribution and market access, aligns with broader industry trends of brand diversification and leveraging established distribution networks for scaled growth in the competitive energy drink market.

Comparison to Industry Standards

• The company's 2025 revenue of approximately $2.5 billion places it among significant players in the beverage industry.
• The combined portfolio's approximate 20% U.S. energy drink dollar share in tracked channels for the full year positions it as a major competitor, with two brands achieving billion-dollar status.
• The executive compensation structure, with a significant portion of pay being variable and at risk (83% for CEO, 67% for other NEOs), aligns with industry best practices for pay-for-performance.
• The stock ownership requirements for directors ($450,000) and executives (3x-5x base salary) are in line with common corporate governance standards aimed at aligning management and director interests with shareholders.
• The company's audit fees of $5.8 million for 2025 are substantial, reflecting the scale of operations and the complexity of financial reporting for a company of its size and growth trajectory.

Management Changes

Corporate Governance

Legal Proceedings

• A late Form 3 filing was made by former director Michael Del Pozzo on September 26, 2025, reflecting an event date of August 28, 2025.

Related Party Transactions

• The company's corporate offices were leased from CDR Federal, L.L.C., an entity affiliated with CD Financial (a principal stockholder) and director Damon DeSantis, until December 6, 2024. Rent payments were made through March 31, 2025.
• Consulting agreements were entered into with Max Clemons and Trey Steiger (former principals of Alani Nu and significant stockholders) for a two-year term commencing April 1, 2025, involving monthly fees for transition support.

Stakeholder Impact

• Shareholders: The proxy statement provides shareholders with the opportunity to vote on key corporate matters, elect directors, and express their views on executive compensation, aligning with their interests.
• Employees: The compensation discussion highlights incentives and awards designed to retain and motivate key personnel, including executive officers.
• Customers: The company's strategy focuses on serving distinct consumer preferences with its diversified brand portfolio.
• Distributors: The partnership with PepsiCo for distribution in the U.S. and Canada is a critical element of the company's operational strategy.
• Creditors: The company's financial performance and stability, as reflected in its revenue and EBITDA, are relevant to creditors.

Next Steps

• Stockholders are urged to vote their shares by proxy or virtually at the Annual Meeting.
• The Board of Directors will consider the outcome of the advisory Say on Pay vote when making future compensation decisions.
• The Audit and Enterprise Risk Committee may reconsider the appointment of Ernst & Young LLP if stockholders do not ratify the appointment.
• Stockholder proposals for the 2027 Annual Meeting must be submitted by December 15, 2026, for inclusion in the proxy materials.

Key Dates

Recommendation

The filing is a routine proxy statement for an annual meeting, outlining standard governance procedures, director nominations, and executive compensation. While it details compensation practices and governance structures, it does not contain new material financial performance data or strategic shifts that would warrant a buy or sell recommendation. The company's strategic direction and past performance, as alluded to in the letter from the CEO, suggest a 'hold' position pending more concrete financial updates.

Keywords

Celsius Holdings, Proxy Statement, Annual Meeting, DEF 14A, Executive Compensation, Director Election, Ernst & Young LLP, Corporate Governance, Stockholder Vote, PepsiCo, Alani Nu, Rockstar Energy