DEF 14A of Vita Coco Company, Inc., Apr 23, 2024

DEF 14A of Vita Coco Company, Inc.

Filed Apr 23, 2024 · FY20230001140361-24-021425

Open on EDGAR

  1. Proposal 1: Election of Directors

    Proposal 1: Election of Directors At the Annual Meeting, three Class III Directors are to be elected to hold office until the Annual Meeting of Stockholders to be held in 2027 and until each such director’s respective successor is elected and qualified or until each such director’s earlier death, resignation or removal. We currently have nine directors on our Board. Our current Class III Directors are Ira Liran, Eric Melloul and Jane C. Morreau, who have served on our Board since 2006, 2008 and 2021, respectively. The Board has nominated Messrs. Liran and Melloul and Ms. Morreau for election as Class III Directors at the Annual Meeting. The proposal regarding the election of directors requires the approval of a plurality of the votes cast. This means that the three nominees receiving the highest number of affirmative “FOR” votes will be elected as Class III Directors. Votes withheld and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal. As set forth in our second amended and restated certificate of incorporation (the “Second Amended and Restated Certificate of Incorporation”), the Board is currently divided into three classes with staggered, three-year terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. The current class structure is as follows: Class III, whose term will expire at the 2024 Annual Meeting of Stockholders and, if elected at the Annual Meeting, whose subsequent term will expire at the 2027 Annual Meeting of Stockholders; Class I, whose current term will expire at the 2025 Annual Meeting of Stockholders; and Class II, whose term will expire at the 2026 Annual Meeting of Stockholders. The current Class I Directors are Aishetu Fatima Dozie, Martin Roper and John Zupo; the current Class II Directors are Michael Kirban, John Leahy and Kenneth Sadowsky; and the current Class III Directors are Ira Liran, Eric Melloul and Jane C. Morreau. Our Second Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws provide that the authorized number of directors may be changed from time to time by the Board, subject to the terms of the investor rights agreement (the “Investor Rights Agreement”), as described below. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The division of our Board into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of our Company. Subject to the terms of the Investor Rights Agreement entered into by the Company in connection with our initial public offering (“IPO”) in 2021, our directors may be removed only for cause by the affirmative vote of the holders of capital stock representing at least two-thirds of the voting power of all of the then outstanding shares of capital stock entitled to vote in the election of directors. Pursuant to the Investor Rights Agreement, each of Verlinvest Beverages SA (“Verlinvest”), Michael Kirban and Ira Liran shall have the sole right to request that one or more of their respective designated directors, as applicable, tender their resignations as directors of the Board, in each case, with or without cause at any time, by sending a written notice to such director and the Company’s Secretary stating the name of the director or directors whose resignation from the Board is requested. The Investor Rights Agreement provides certain of our stockholders with the right to nominate directors for election to our Board for so long as such stockholder beneficially owns a specified percentage of our outstanding capital stock. Pursuant to the terms of the Investor Rights Agreement, Verlinvest initially designated Eric Melloul as a Class III Director, John Leahy as a Class II Director, and Aishetu Fatima Dozie as a Class I Director. Mr. Kirban designated himself as a Class II Director and John Zupo as a Class I Director. Mr. Liran designated himself as a Class III director. See “Corporate Governance—Investor Rights Agreement.” In 2023, Verlinvest sold shares of the Company in connection with two secondary offerings and, as a result, it now holds less than 20% of the Company’s outstanding shares of common stock. Therefore, under the Investor Rights Agreement, Verlinvest currently has the right to nominate one director for election to our Board, which was reduced from three director nominees prior to the offerings. In connection with the Annual Meeting, Verlinvest has nominated Mr. Melloul as its director nominee under the Investor Rights Agreement.

  2. Proposal 1: Election of Directors

    | The Vita Coco Company, Inc. | 9 | 2024 Proxy Statement |

  3. Proposal 1: Election of Directors

    If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote the shares of common stock represented thereby for the election as Class III Directors of the persons whose names and biographies appear below. In the event that any of Mr. Liran, Mr. Melloul or Ms. Morreau should become unable to serve, or for good cause will not serve, as a director, it is intended that votes will be cast for a substitute nominee designated by the Board or the Board may elect to reduce its size. The Board has no reason to believe that each of Messrs. Liran or Melloul or Ms. Morreau will be unable to serve if elected. Each of Messrs. Liran and Melloul and Ms. Morreau has consented to being named in this Proxy Statement and to serve if elected.

  4. Nominees For Class III Director (terms to expire at the 2027 Annual Meeting)

    | Ira Liran Age: 45 Director Since: 2006 | Ira Liran is one of our Co-Founders and has served as a member of our Board since 2006. He previously served as our Director of Sourcing, a position he held with the Company from February 2007 until October 2021. Mr. Liran holds a BA from Columbia University. We believe that Mr. Liran is qualified to serve on our Board due to his perspective and knowledge of the Company as our Co-Founder, including his familiarity with the Company’s supply chain and sourcing strategies and experience with corporate strategy. |

  5. Nominees For Class III Director (terms to expire at the 2027 Annual Meeting)

    | Eric Melloul Age: 55 Director Since: 2008 | Eric Melloul has served as a member of our Board since 2008 and currently serves as our independent lead director. Mr. Melloul serves as Senior Advisor for Verlinvest and previously served as Managing Director from August 2008 until February 2024. He currently serves as Chairman of the board of directors of Oatly Group AB, a food and beverage company, since September 2016, and has served on its remuneration committee since May 2021. Prior to Verlinvest, Mr. Melloul served as Global Marketing VP and China Commercial Head for Anheuser-Busch InBev from 2003 to 2008, and as an Associate Partner at McKinsey & Company from 1999 to 2003. Mr. Melloul has served on the board of directors for Hint Inc., a beverage company, since August 2011 and Mutti S.p.A, a food company, since September 2016. Mr. Melloul holds a MPA from the Kennedy School at Harvard University and a Post Graduate Diploma from the London School of Economics and Political Science. We believe Mr. Melloul is qualified to serve on our Board due to his significant business, financial and investment experience related to the consumer industry and his experience serving on other public and private company boards. |

  6. Nominees For Class III Director (terms to expire at the 2027 Annual Meeting)

    | Jane C. Morreau Age: 65 Director Since: 2021 | Jane C. Morreau has served as a member of our Board since July 2021. From 2014 to July 2021, Ms. Morreau served as Executive Vice President and Chief Financial Officer for Brown-Forman Corporation (NYSE: B-F.B). Prior to becoming Chief Financial Officer, Ms. Morreau served multiple positions at Brown-Forman Corporation, including Senior Vice President, Chief Production Officer and Head of Information Technology from 2013 to 2014, and Senior Vice President of Accounting and Director of Finance, Accounting and Technology from 2008 to 2013, where she directed the financial management of the company’s sales, marketing and production and also the technology functions and operations of the company. Before joining Brown-Forman Corporation, Ms. Morreau worked at Kentucky Fried Chicken Corporation (now known as Yum! Brands) and held a number of financial roles. Ms. Morreau also has served as a member of the board of directors and audit committee of Trulieve Cannabis Corp. (OTCMKTS: TCNNF) since 2021, a member of the board of directors, audit committee and nominating committee of Del Monte Foods Holdings Inc. since June 2023 and a member of the board of directors of Ole Smoky Distillery since July 2023. Ms. Morreau holds a BS in Commerce with an emphasis in accounting and an MBA from the University of Louisville. Ms. Morreau is a Certified Public Accountant. We believe Ms. Morreau’s extensive leadership experience as well as her broad knowledge and experience in corporate strategy, finance and accounting, her significant background in the consumer, food and beverage industries and technology and security, and her experience serving on other boards make her qualified to serve on our Board. |

  7. Class I Directors (terms to expire at the 2025 Annual Meeting)

    Class I Directors (terms to expire at the 2025 Annual Meeting) The current members of the Board who are Class I Directors are as follows:

  8. Class I Directors (terms to expire at the 2025 Annual Meeting)

    | Name | Age | Served as a Director Since | Position with Vita Coco | | Aishetu Fatima Dozie | 47 | 2022 | Director | | Martin Roper | 61 | 2021 | Chief Executive Officer and Director | | John Zupo | 50 | 2020 | Director |

  9. Class I Directors (terms to expire at the 2025 Annual Meeting)

    The principal occupations and business experience for at least the past five years of each Class I Director are as follows:

  10. Class I Directors (terms to expire at the 2025 Annual Meeting)

    | Aishetu Fatima Dozie Age: 47 Director Since: 2022 | Aishetu Fatima Dozie has served as a member of our Board since June 2022. Ms. Dozie is the Founder and Chief Executive Officer of Bossy Cosmetics, Inc., a mission-driven cruelty-free and vegan beauty company. Prior to founding Bossy Cosmetics in 2018, Ms. Dozie served as a Fellow at the Distinguished Careers Institute at Stanford University. Previously, Ms. Dozie served as General Manager and Head of Investment Banking, West Africa at Rand Merchant Bank from 2015 until 2017. Prior to Rand Merchant Bank, Ms. Dozie worked for Lehman Brothers Inc., Morgan Stanley, and Standard Chartered Bank as a senior investment banking executive working on transactions in the US, UK, and Sub-Saharan Africa exceeding deal value of $100 billion. Ms. Dozie has also worked at the World Bank in Washington, DC, where she focused on financing businesses in the manufacturing, infrastructure, and service sectors in regions such as Central and South America, Eastern Europe, and Eastern Africa. In addition, Ms. Dozie founded a first-of-its-kind children’s play and activity center in Lagos, Nigeria and authored a children’s picture book entitled “Paloo & Friends in Imaginaria.” Ms. Dozie executive produced an online television series named “African HERstory,” where she interviewed successful female African executives to highlight their impact on the continent’s development. Ms. Dozie holds a BA in Economics from Cornell University and an MBA from Harvard Business School and participated in the Leaders in Development Program at the John F. Kennedy School at Harvard University. She previously served on the board of directors of Altimeter Growth Corp., including as Chair of its compensation committee and a member of the audit committee. We believe that Ms. Dozie is qualified to serve on the Board as she has significant experience with strategic transactions and investments as well as extensive experience in executive and entrepreneurial roles. |

  11. Class I Directors (terms to expire at the 2025 Annual Meeting)

    | The Vita Coco Company, Inc. | 12 | 2024 Proxy Statement |

  12. Class I Directors (terms to expire at the 2025 Annual Meeting)

    | Martin Roper Age: 61 Director Since: 2021 | Martin Roper has served as Chief Executive Officer since May 2022, and as a member of our Board since January 2021. Mr. Roper previously served as Co-Chief Executive Officer from January 2021 until his appointment as Chief Executive Officer in May 2022, and as our President from September 2019 to December 2020. Prior to his time at the Company, Mr. Roper served as Chief Executive Officer of The Boston Beer Company, Inc. (NYSE: SAM), an alcoholic beverage company, from 2001 to 2018, where he oversaw the net revenue growth and diversification of the brand portfolio. Mr. Roper also served as the Chief Operating Officer and Vice President of Manufacturing and Business Development of The Boston Beer Company, Inc. from 1994 to 2001. In addition to his service on our Board, Mr. Roper has served as a member of the board of directors of LL Flooring Holdings, Inc. (formerly Lumber Liquidators Inc.), a flooring retail company, since 2006, and served on the board of directors of The Boston Beer Company, Inc. from 2000 to 2018. Since November 2018, Mr. Roper has served on the board of Financial Information Technologies, LLC (Fintech), a private company providing solutions to alcohol beverage distributors and retailers. Since September 2019, Mr. Roper has served on the board of directors of Bio-Nutritional Research Group, Inc., the producer and marketer of Power Crunch energy bars. Mr. Roper holds a BA, MA and MEng from Trinity Hall, Cambridge and an MBA from Harvard University. We believe Mr. Roper’s experience and reputation for growth and innovation of beverage companies, and his knowledge of strategy, finance, public company corporate governance, and general management make him qualified to serve on our Board. |

  13. Class I Directors (terms to expire at the 2025 Annual Meeting)

    | John Zupo Age: 50 Director Since: 2020 | John Zupo has served as a member of our Board since January 2020 and was employed by the Company in various roles to advise on strategy from 2018 to 2021. Since 2019, Mr. Zupo has served as the co-founder and Chief Executive Officer of SABX, Inc., a two-sided e-commerce platform by which buyers and sellers can directly communicate and transact with one another. Mr. Zupo has served on the SABX, Inc. board of directors since July 2020. Prior to his time at SABX, Inc., Mr. Zupo served as President of Nestlé Waters North America, Inc., a beverage manufacturer and distributor, from 2013 to 2018 and President, Nestlé Waters Canada from 2010 to 2013. Mr. Zupo holds a BA and MBA from Westminster University. We believe Mr. Zupo’s leadership skills, experience advising the Company on strategy since 2018, and his extensive knowledge of the consumer-packaged goods industry make him qualified to serve on our Board. |

  14. Class I Directors (terms to expire at the 2025 Annual Meeting)

    | The Vita Coco Company, Inc. | 13 | 2024 Proxy Statement |

  15. Class II Directors (terms to expire at the 2026 Annual Meeting)

    Class II Directors (terms to expire at the 2026 Annual Meeting) The current members of the Board who are Class II Directors are as follows:

  16. Class II Directors (terms to expire at the 2026 Annual Meeting)

    | Name | Age | Served as a Director Since | Position with Vita Coco | | Michael Kirban | 48 | 2004 | Co-Founder, Executive Chairman and Chairman of Board | | John D. Leahy | 70 | 2019 | Director | | Kenneth Sadowsky | 61 | 2006 | Director |

  17. Class II Directors (terms to expire at the 2026 Annual Meeting)

    The principal occupations and business experience for at least the past five years of each Class II Director are as follows:

  18. Class II Directors (terms to expire at the 2026 Annual Meeting)

    | Michael Kirban Age: 48 Director Since: 2004 | Michael Kirban is one of our Co-Founders and has served as Executive Chairman since May 2022 and as Chairman of our Board since our inception in 2004. Mr. Kirban previously served as Chief Executive Officer and Co-Chief-Executive Officer of the Company. Mr. Kirban is a Co-Founder and currently serves on the board of directors of Software Answers Inc., a technology service provider, a position he has held since 1995. We believe Mr. Kirban’s perspective and experience as our Co-Founder and Executive Chairman, as well as his management skills and general knowledge of the food and beverage industry, make him qualified to serve on our Board. |

  19. Class II Directors (terms to expire at the 2026 Annual Meeting)

    | John D. Leahy Age: 70 Director Since: 2019 | John D. Leahy has served as a member of our Board since June 2019. Mr. Leahy served as President and Chief Operating Officer of Kind, LLC, a snack food company, from January 2010 to June 2019, and President of Nature’s Bounty Co., a vitamin and nutritional supplement manufacturer, from June 2006 to February 2009. Mr. Leahy also served as a Senior Advisor for Blacksmith Applications, Inc., formerly known as TABS Group Inc., an analytics firm that services the consumer-packaged goods industry, from August 2009 to April 2010. In addition to his service on our Board, Mr. Leahy has served as a strategic advisor for Beckon LLC, an ice cream manufacturer, since January 2018, I Won Nutrition, Co., a packaged food manufacturer, since January 2019, and Allibelle Foods, Inc., a packaged food manufacturer, since January 2020. In addition he added Munk Pack, Cooper Street Cookies and LOI products to his advisory roles. Prior to his time at Nature’s Bounty Co., Mr. Leahy held various positions at numerous consumer packaged goods companies, including Nestlé S.A. (SIX: NESN), Johnson & Johnson Services, Inc. (NYSE: JNJ) and Edgewell Personal Care Company (NYSE: EPC). Mr. Leahy holds a BS in Business Administration from Villanova University. We believe Mr. Leahy’s extensive experience related to the consumer, food and beverage industry, as well as his management skills and experience serving on other company boards, make him qualified to serve on our Board. |

  20. Class II Directors (terms to expire at the 2026 Annual Meeting)

    | The Vita Coco Company, Inc. | 14 | 2024 Proxy Statement |

  21. Class II Directors (terms to expire at the 2026 Annual Meeting)

    | Kenneth Sadowsky Age: 61 Director Since: 2006 | Kenneth Sadowsky has served as a member of our Board since 2006. Mr. Sadowsky has served as a US Beverages Advisor for Verlinvest since 2009 and as the Executive Director of the Northeast Independent Distributors Association, a group of independent beverage distributors in the Northeastern United States, since 2008. Mr. Sadowsky has served on the boards of directors of LIFEAID Beverage Co. and Hint Inc., both health beverage companies, since December 2019 and May 2008, respectively and previously served on the board of directors of Energy Brands Inc. (d/b/a Glacéau), a beverage company and the makers of vitaminwater, smartwater and fruitwater, from 2000 to 2006. Mr. Sadowsky holds a BA from Tulane University. We believe Mr. Sadowsky’s decades of experience advising beverage companies on sales, distribution, marketing and operational strategies makes him qualified to serve on our Board. |

  22. Class II Directors (terms to expire at the 2026 Annual Meeting)

    | The Vita Coco Company, Inc. | 15 | 2024 Proxy Statement |

  23. Compensation Committee

    | • | making recommendations to our Board regarding the compensation of our directors; |

  24. Compensation Philosophy

    | • | Incentivize practices that result in long-term increased shareholder value. |

  25. Compensation Philosophy

    Our executive compensation program is focused on Company performance through emphasizing the attainment of financial and operational performance goals to enhance the value of the Company for our stockholders. Our 2023 pay mix (as displayed in the charts below) was primarily comprised of equity and performance-based compensation. The cash portion of compensation reflects 2023 salary plus target bonus compensation and the equity includes performance-based and time-based options, restricted stock units (“RSUs”) and performance-based stock units (“PSUs”): For our NEOs, we believe a greater portion of total compensation should be at risk, in the form of cash bonus opportunities and equity awards that better align our executive compensation with creating long-term shareholder value. A portion of equity awards to our NEOs only vests upon the achievement of long-term performance goals, further aligning compensation with performance. Collectively, this approach focuses most of the equity grant value on key leadership to drive long term shareholder value creation, and to increase retention of this key group, while still building employee ownership over time. Historically, our incentives and performance vesting criteria have mainly been based on achieving Net Revenue, and Adjusted EBITDA targets, either for the current year, or over a multi-year period. In 2023, we added an assessment of the Company’s progress against its ESG goals as a factor that could be applied to modify executive bonus payouts. We believe that our performance has been driven by leaders who act as a team with an intense desire to win and succeed as a team, and, in particular, the executive leadership team. For those reasons, historically compensation decisions for this leadership team have focused on treating each member similarly as it relates to salary, bonus and equity, while being influenced by benchmarks for senior leadership team members. Since our IPO, we have annually granted our employees an equity grant, as we believe that broad based employee stock ownership contributes to alignment of goals across the organization. Beginning in May 2022, Mr. Kirban transitioned from co-CEO to Executive Chairman and Co-Founder and Mr. Roper became the sole CEO. They continue to have complementary roles and, as such, we have chosen to compensate the two roles at similar rates, guided by competitive market benchmarking.

  26. Executive Compensation Practices

    | What we do… | | What we don’t do… | | | | A significant portion of our executive’s compensation is “at-risk” based on corporate performance and the performance of our common stock | | No pledging or hedging transactions with respect to Company stock | | | Annually review the risk profile of our compensation programs | | No “single trigger” change in control severance benefits | | | Maintain oversight by an independent Compensation Committee | | No “single trigger” change in control equity acceleration for assumed awards | | | Align compensation programs with stockholder interests | | No tax “gross-ups” | | | Maintain a clawback policy allowing recovery of cash or equity-based compensation upon material revisions to financial results | | No option repricing without shareholder approval | | | Assess annually, use of equity against benchmarks for burn rate, and cost of equity as a percentage of net revenue and market capitalization | | | | | The Compensation Committee is advised as needed by an independent compensation consultant | | |

  27. Bonus Compensation

    Bonus Compensation General Design All of our NEOs are eligible to earn a cash bonus award based on the achievement of corporate performance goals under The Vita Coco Company 2021 Incentive Award Plan (“2021 Plan”). In the first quarter of each fiscal year, the Compensation Committee approves the corporate performance goals and confirms the target bonus percentages applicable to each executive officer. The target bonus percentages are a percentage of the NEO’s base salary and determined based on position and duties. Annual cash payments are determined after the end of the year and are based on actual performance against each goal, subject to adjustments approved and applied by the Compensation Committee. The formula for computing annual bonus payments is as follows:

  28. Bonus Compensation

    | The Vita Coco Company, Inc. | 38 | 2024 Proxy Statement |

  29. Bonus Compensation

    Fiscal 2023 Bonus For Messrs. Kirban and Roper only, the Compensation Committee increased their individual “Target Bonus Percentages” from 80% to 100% to align with the Compensation Committee’s philosophy of generally targeting compensation close to the 50th percentile position among their peer companies. The target bonus percentages for the NEOs in 2023 were as follows:

  30. Bonus Compensation

    | 2023 Target Bonus Percentage (% of Base Salary) | | | Michael Kirban | 100% | | Martin Roper | 100% | | Jonathan Burth | 60% | | Corey Baker | 60% | | Charles van Es | 60% | | Rowena Ricalde | 35% |

  31. Bonus Compensation

    The “Corporate Performance Factor” is comprised of two financial metrics each weighted 50%, respectively. For 2023, similar to 2022, the two financial metrics for our executive officers were Net Sales and Adjusted EBITDA targets for the year. This weighting is consistent with the long-term prioritization of Net Sales and Adjusted EBITDA growth as measures of Company performance. The two performance goals of Net Sales growth and Adjusted EBITDA have a minimum, target and maximum performance level. Payouts for each goal could vary between 0% and 200% of target. Although the bonus goals are formulaic by design, awards are subject to adjustment at the sole discretion of the Compensation Committee, based on the occurrence of specified events and a holistic assessment of the performance of the Company, relevant executive and/or the executive team. Based upon our overall performance in 2023, in March 2024, our Compensation Committee approved a Corporate Performance Factor of 187.5%, as detailed in the table below:

  32. Bonus Compensation

    | Performance Metric | Minimum Performance Level | Target Performance Level | Maximum Performance Level | 2023 Performance Level | | Net Sales Growth | ≥7.0% | 12% | ≥16% | 15.4% | | Adjusted EBITDA(1) | ≥$44 million | $50 million | ≥$60 million | $68 million | | Corporate Performance Factor | 0% | 100% | 200% | 187.5% |

  33. Bonus Compensation

    | (1) Adjusted EBITDA is a non-GAAP financial measure that is defined as our net income before interest, taxes, depreciation, and amortization adjusted to eliminate the impact of certain items, including certain non-cash and other items, that we do not consider representative of our ongoing operating performance. For additional detail on the reconciliation from Net Income to Adjusted EBITDA see “Non-GAAP Financial Measures” on page 47 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. |

  34. Bonus Compensation

    ESG Modifier Beginning in 2023, the Compensation Committee approved the inclusion of an ESG component in the annual incentive plan. This component is evaluated on a holistic basis by the Compensation Committee based on our return on impact to our community as measured under our ESG framework and represents a non-financial element of our incentive plan that aligns with the Company’s PBC mission. For 2023, the NEOs’ final bonus

  35. Bonus Compensation

    | The Vita Coco Company, Inc. | 39 | 2024 Proxy Statement |

  36. Bonus Compensation

    payouts could be decreased by up to 10 percentage points under the ESG modifier. Making progress toward these strategic targets is a baseline expectation. The modifier is intended to apply only to achievement well above or below overall expected progress. For 2023, the Compensation Committee did not modify incentives down based on ESG results, reflecting satisfactory progress generally against our goals. Final Bonus Payouts for Fiscal 2023 The annual bonus payments set forth in the table below are based on 2023 performance and the scoring of the performance goals as described above.

  37. Bonus Compensation

    | Named Executive Officer | Base Salary at December 31, 2023 | Target Bonus Amount | Corporate Performance Factor | Resulting Annual Bonus Payout | | Michael Kirban | $484,000 | $484,000 | 187.5% | $907,500 | | Martin Roper | $484,000 | $484,000 | 187.5% | $907,500 | | Jonathan Burth | $370,000 | $222,000 | 187.5% | $416,250 | | Corey Baker | $365,000 | $219,000 | 187.5% | $410,625 | | Charles van Es | $365,000 | $219,000 | 187.5% | $410,625 | | Rowena Ricalde(1) | $250,000 | $91,247 | 187.5% | $171,087 |

  38. Bonus Compensation

    | (1) As mentioned above, for the period during 2023 that Ms. Ricalde served as interim Chief Financial Officer and through early August 2023 her rate of base salary was $264,000. Her rate of base salary returned to $250,000 as she resumed her service as solely Chief Accounting Officer. Her 2023 annual bonus payout was calculated using her actual salary paid in 2023 and a target bonus percentage of 35%. |

  39. Bonus Compensation

    Transactions Bonuses The Compensation Committee and Board provided for an additional payment for each of the NEOs on top of their payouts based on corporate performance under the corporate incentive plan to reward their exceptional individual contributions to the consummation of two special transactions during 2023, consisting of a secondary offering and a block trade executed by a key shareholder, including successful efforts during these transactions to expand the investor base for the Company’s common stock. The amount for each of the NEOs was paid out in early 2024 with the rest of the annual bonus payouts in the amounts set forth below:

  40. Bonus Compensation

    | Named Executive Officer | Transaction Bonus Amounts | | Michael Kirban | $200,000 | | Martin Roper | $200,000 | | Jonathan Burth | $15,000 | | Corey Baker | $60,000 | | Charles van Es | $15,000 | | Rowena Ricalde(1) | $55,000 |

  41. Bonus Compensation

    | (1) Amounts reflect $35,000 in respect of a payment for her contributions to the consummation of the transactions referenced above and $20,000 in the form of a bonus amount paid to her in August 2023 for her service as interim Chief Financial Officer. |

  42. Bonus Compensation

    | The Vita Coco Company, Inc. | 40 | 2024 Proxy Statement |

  43. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Typically, equity grants or long-term performance-based cash awards have been made in the first quarter of each year based on Company performance and individual contribution. Historically, Messrs. Kirban and Roper have been granted stock options only, while the rest of the executive team, including the NEOs, have received a mixture of RSUs and options. Some of the historical option grants have included performance requirements. We began issuing performance-based vesting RSUs in 2023. 2023 Equity Grants Restricted Stock Units In February 2023, the Committee approved RSU grants with a grant value of $100,000 to each of Messrs. Burth and van Es and an RSU grant with a grant value of $75,000 to Ms. Ricalde for their service as members of the senior leadership team. In addition to time-based vesting, RSUs are subject to fluctuations of the Company stock price and are intended to align the interests of our executives with the long-term interests of the Company and its stockholders and incentivize executives to make decisions aimed at increasing stockholder value. RSUs generally vest ratably over a four-year period, subject to the executive remaining employed by the Company through the vesting date. See the table, “Outstanding Equity Awards at Fiscal Year-End” for more details. Additional RSU grants may be made for purposes of recruiting, promoting, or retaining executives as may be approved by the Compensation Committee. Stock Options In February 2023, the Compensation Committee approved stock option grants with a grant value of $1.65 million to each of Messrs. Kirban and Roper that are subject to both time-based and performance-based vesting terms. Twenty percent (20%) of the stock options are subject to time-based vesting and vest ratably over a four-year period. Eighty percent (80%) are subject to performance-based vesting and primarily vest only to the extent the Company achieves specified performance goals over a three-year performance period, provided the executive remains employed by the Company for the performance period. The performance period for the 2023 grant of performance-based vesting options began on January 1, 2023 and ends on December 31, 2025. Vesting of the options may only be earned if the applicable performance goals are attained by the end of 2025, as confirmed by the Compensation Committee in the first quarter of 2026; provided however, if the performance goals are not satisfied in 2025 but are satisfied by the end of 2026, as confirmed by the Compensation Committee in the first quarter of 2027, only fifty percent (50%) of the options shall vest. The performance metrics are specified Adjusted EBITDA and Net Revenue growth targets. In February 2023, the Compensation Committee also approved stock option grants with a grant value of $100,000 to each of Messrs. Burth and van Es as members of the senior leadership team. Half of these stock option grants are subject to time-based vesting and half are subject to performance-based vesting terms. The time-based vesting stock options vest ratably over a four-year period, subject to the executive remaining employed by the Company through the applicable vesting date. The performance-based stock options vest on the same vesting conditions as the performance-based stock options granted to Messrs. Kirban and Roper detailed above. See the table, “Outstanding Equity Awards at Fiscal Year-End” for more details. Performance Stock Units Performance-based RSUs, or PSUs, were also granted in 2023, with a three-year performance period to further reinforce the executive’s accountability for the Company’s future financial and strategic goals and performance by tying a portion of their long-term compensation directly to operating results measured over a number of years. In February 2023, the Compensation Committee approved PSU grants with a grant value of $100,000 to each of Messrs. Burth and van Es as members of the senior leadership team. The PSUs will vest on the same vesting schedule and terms as the performance-based options granted to Messrs. Kirban and Roper referenced above. See the table, “Outstanding Equity Awards at Fiscal Year-End” for more details.

  44. Long-Term Incentive Compensation

    | The Vita Coco Company, Inc. | 41 | 2024 Proxy Statement |

  45. Long-Term Incentive Compensation

    2025 Long-Term Cash Bonus The Compensation Committee also approved long-term incentive cash awards to Messrs. Burth, van Es and Baker and one other leadership team member, that are subject to performance-based vesting conditions and continued employment with a performance period between January 1, 2023 and December 31, 2025 (such bonus, the “2025 LTI Bonus”). Each 2025 LTI Bonus consists of a $600,000 cash bonus that may only be earned if the applicable performance goals are attained by the end of 2025, as confirmed by the Compensation Committee in the first quarter of 2026; provided however, if the performance goals are not satisfied until the end of 2026, only fifty percent (50%) of the cash bonus will become payable to the executive. The performance metrics are specified Adjusted EBITDA and Net Revenue growth targets and the Compensation Committee has reserved broad discretion to make adjustments to the metrics as appropriate based on events that may occur during the performance period. Mr. Baker’s Sign-On Equity Grant In connection with his hiring, Mr. Baker received sign-on grants of RSUs and stock options with a collective grant value of $1 million, comprised of $750,000 in RSUs and $250,000 in stock options. These awards were granted in two installments with the first being awarded after the second earnings release issued by the Company after his start date and the other half awarded following the immediately subsequent earnings release issued by the Company. These awards are subject to time-based vesting with 40% vesting on the one year anniversary of the 2023 all-employee grant date, 30% vesting on the second anniversary, 20% vesting on the third anniversary and 10% vesting on the fourth anniversary. Mr. Baker was also granted a $400,000 equity award subject to ratable vesting over 4 years in respect of his annual equity award for 2023 comprised of $300,000 in RSUs and $100,000 in stock options. CEO Performance-Based Option Vested In September 2019, the Compensation Committee approved a performance-vesting stock option grant to Mr. Roper consisting of 579,670 options on shares of our common stock. The stock option was eligible to vest upon certain events, including: (i) an IPO in which the enterprise value of the Company less net debt equals or exceeds $1 billion; or (ii) the total market capitalization of the Company equaling or exceeding $1 billion for ninety consecutive trading days post-IPO. On July 31, 2023, the latter performance condition was satisfied. As a result, 100% of the shares underlying the stock option vested in full.

  46. Role of Independent Compensation Consultant

    Role of Independent Compensation Consultant To support the Compensation Committee’s decision making, the Compensation Committee retained Pearl Meyer, a leading independent compensation consultant, to produce benchmark data and advise on the Company’s approach to compensation. In selecting Pearl Meyer, the Board reviewed their independence, including the factors prescribed by the SEC and Nasdaq, and concluded that there were no conflicts of interest that would preclude them from serving as an independent advisor to the Board. Pearl Meyer does not provide other services to us, except at the direction of our Board or Compensation Committee. We do not have any other relationships with Pearl Meyer.

  47. Role of Market Data and Our Peer Group

    Role of Market Data and Our Peer Group Pearl Meyer assisted the Compensation Committee in evaluating the Company’s compensation program against the compensation programs and practices of other similarly sized public companies within the food and beverage and broad consumer goods industries. Pearl Meyer summarized the available benchmarking data for these peer companies and reviewed comparative surveys of these companies. The benchmarking data is collected and presented to the Compensation Committee on a regular basis. Prior to 2023 and in connection with the Company’s IPO, the Compensation Committee had approved the following peer group and that peer group was used for setting compensation prior to the update in 2023 discussed below:

  48. Role of Market Data and Our Peer Group

    | BellRing Brands, Inc. Beyond Meat, Inc. Celsius Holdings, Inc. e.l.f. Beauty, Inc. Freshpet, Inc. MGP Ingredients, Inc. | Nature’s Sunshine Products, Inc. NewAge, Inc. The Duckhorn Portfolio, Inc. The Honest Company, Inc. The Simply Good Foods Company Vital Farms, Inc. |

  49. Role of Market Data and Our Peer Group

    | The Vita Coco Company, Inc. | 43 | 2024 Proxy Statement |

  50. Role of Market Data and Our Peer Group

    In late 2023, our peer group and benchmarking information was updated. The following 17 companies comprised our 2023 peer group and this peer group was used in considering compensation decisions for our executives in late 2023 and for 2024:

  51. Role of Market Data and Our Peer Group

    | BellRing Brands, Inc. Beyond Meat, Inc. BRC Inc. Celsius Holdings, Inc. e.l.f. Beauty, Inc. Fevertree Drinks PLC Freshpet, Inc. MGP Ingredients, Inc. Nature’s Sunshine Products, Inc. | Oatly Group AB Sovos Brands, Inc. Sweetgreen, Inc. The Duckhorn Portfolio, Inc. The Simply Good Foods Company Tootsie Roll Industries, Inc. Vital Farms, Inc. Warby Parker Inc. |

  52. Role of Market Data and Our Peer Group

    Our Compensation Committee selected the aforementioned companies, after reviewing comparative data from Pearl Meyer and considering several criteria, including the size, revenues, markets, volatility and maturity of potential peers. At the time of selection, our annual revenue was at the 33rd percentile and our market capitalization was at the 44th percentile of these peer companies.

  53. Summary Compensation Table

    Summary Compensation Table The following table presents all of the compensation awarded to, earned by or paid to our NEOs for the year ended December 31, 2023.

  54. Summary Compensation Table

    | Name and Principal Position (1) | Year | Salary ($)(2) | Bonus ($)(3) | Stock Awards ($)(4) | Option Awards ($)(5) | Non-Equity Incentive Plan Compensation ($)(6) | All Other Compensation ($)(7) | Total ($) | | Michael Kirban Co-Founder and Executive Chairman | 2023 | 484,000 | 200,000 | — | 1,649,998 | 907,500 | 4,235 | 3,245,733 | | | 2022 | 475,000 | | — | — | 76,000 | 8,550 | 559,550 | | | 2021 | 471,508 | | 544,605 | 2,048,711 | 528,640 | 8,550 | 3,602,014 | | Martin Roper Chief Executive Officer | 2023 | 484,000 | 200,000 | | 1,649,998 | 907,500 | 9,900 | 3,251,398 | | | 2022 | 475,000 | | — | — | 76,000 | 8,550 | 559,550 | | | 2021 | 425,000 | | — | 2,048,711 | 386,750 | 8,550 | 2,869,011 | | Corey Baker Chief Financial Officer | 2023 | 298,636 | 60,000 | 1,049,994 | 350,026 | 410,625 | 6,387 | 2,175,668 | | Jonathan Burth Chief Operating Officer | 2023 | 370,000 | 15,000 | 200,011 | 200,001 | 416,250 | 9,900 | 1,211,162 | | | 2022 | 355,000 | | 900,004 | 300,000 | 85,200 | 8,550 | 1,648,754 | | | 2021 | 340,000 | | 175,005 | 515,808 | 932,750 | 8,550 | 1,972,113 | | Charles van Es Chief Sales Officer | 2023 | 365,000 | 15,000 | 200,011 | 200,001 | 410,625 | 9,900 | 1,200,537 | | | 2022 | 346,000 | | 900,004 | 300,000 | 83,040 | 8,550 | 1,637,594 | | | 2021 | 320,000 | | 574,995 | 482,647 | 890,000 | 8,550 | 2,276,192 | | Rowena Ricalde Chief Accounting Officer and Interim Chief Financial Officer | 2023 | 260,705 | 55,000 | 74,996 | 74,997 | 171,088 | 7,821 | 644,607 |

  55. Summary Compensation Table

    | (1) Corey Baker joined the Company on March 7, 2023 to serve as our Chief Financial Officer. Rowena Ricalde served as our Interim Chief Financial Officer from September 2022 through March 7, 2023. Per SEC rules, Ms. Ricalde must be deemed a named executive officer for fiscal year ended December 31, 2023 because she served as the principal financial officer of the Company for a period during 2023. |

  56. Summary Compensation Table

    | (2) Amounts for Ms. Ricalde reflect that for the period she served as interim Chief Financial Officer of the Company and through until early August 2023, her base salary was $264,000 but it returned to $250,000 as she resumed her service solely as Chief Accounting Officer. |

  57. Summary Compensation Table

    | (3) Amounts reflect certain bonus amounts paid to each of the named executive officers for their individual contributions to certain transactions that were consummated during 2023. For Ms. Ricalde only, this amount also reflects a bonus amount for her service as interim Chief Financial Officer. For additional information on these transaction bonus amounts, please see “Bonus Compensation – Transaction Bonuses” in the Compensation Discussion and Analysis above. |

  58. Summary Compensation Table

    | (4) Amounts reflect the aggregate grant-date fair value of stock restricted stock units granted during fiscal years 2023, 2022 and 2021 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. For additional information regarding the assumptions used to calculate the value of all restricted stock unit awards, please see Notes 1 and 14 to our audited consolidated financial statements for the fiscal years ended December 31, 2023, December 31, 2022 and December 31, 2021 included in our Annual Reports on Form 10-K for the fiscal years then-ended, respectively. For additional information regarding the stock awards, please see the “Outstanding Equity Awards at Fiscal Year-End” table below. |

  59. Summary Compensation Table

    | (5) Amounts reflect the aggregate grant-date fair value of stock options granted during fiscal years 2023, 2022 and 2021 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. For additional information regarding the assumptions used to calculate the value of all option awards, please see Notes 1 and 14 to our audited consolidated financial statements for the fiscal years ended December 31, 2023, December 31, 2022 and December 31, 2021 included in our Annual Reports on Form 10-K for the fiscal years then-ended, respectively. For additional information regarding the options awards, please see the “Outstanding Equity Awards at Fiscal Year-End” table below. |

  60. Summary Compensation Table

    | (6) Amounts reflect annual cash performance-based bonuses under the 2021 Plan earned for the years ended December 31, 2023, December 31, 2022 and December 31, 2021. For additional information regarding the annual cash performance-based bonuses, please see the section titled “Fiscal 2023 Bonus” above. |

  61. Summary Compensation Table

    | (7) Amounts reflect matching contributions under the Company’s 401(k) plan. |

  62. Summary Compensation Table

    | The Vita Coco Company, Inc. | 47 | 2024 Proxy Statement |

  63. Grants of Plan-Based Awards for Fiscal 2023

    Grants of Plan-Based Awards for Fiscal 2023 In this table, we provide information about each grant of awards made to an NEO in the most recently completed year. This includes the awards under the 2021 Incentive Plan, including under the Company’s Annual Cash Incentive Plan and 2025 LTI Bonus, as well as PSU, RSU and stock option awards.

  64. Grants of Plan-Based Awards for Fiscal 2023

    | Name | Award Type | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Shares to be Issued Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | All Other Option Awards: Number of Securities Underlying Options (#)(3) | Exercise or Base Price of Option Awards ($/Sh)(4) | Grant Date Fair Value of Stock and Option Awards ($)(5) | | | | | Threshold ($) | Target ($) | Maximum ($) | Thres- hold (#) | Target (#) | Maximum (#) | | | | | | Michael Kirban | Annual Cash Incentive Plan | | 242,000 | 484,000 | 968,000 | | | | | | | | | | Option | 3/10/2023 | | | | | | | | 185,133(7) | 16.91 | 1,319,998 | | | Option | 3/10/2023 | | | | | | | | 46,875 | 16.91 | 330,000 | | Martin Roper | Annual Cash Incentive Plan | | 242,000 | 484,000 | 968,000 | | | | | | | | | | Option | 3/10/2023 | | | | | | | | 185,133(7) | 16.91 | 1,319,998 | | | Option | 3/10/2023 | | | | | | | | 46,875 | 16.91 | 330,000 | | Jonathan Burth | Annual Cash Incentive Plan | | 110,000 | 220,000 | 440,000 | | | | | | | | | | 2025 LTI Bonus(6) | | 300,000 | 600,000 | | | | | | | | | | | Option | 3/10/2023 | | | | | | | | 14,205 | 16.91 | 100,003 | | | Option | 3/10/2023 | | | | | | | | 14,025(7) | 16.91 | 99,998 | | | Restricted Stock Units | 3/10/2023 | | | | | | | 5,914 | | | 100,006 | | | Restricted Stock Units | 3/10/2023 | | | | | | | 5,914(7) | | | 100,005 | | Corey Baker | Annual Cash Incentive Plan | | 109,500 | 219,000 | 438,000 | | | | | | | | | | 2025 LTI Bonus(6) | | 300,000 | 600,000 | | | | | | | | | | | Option | 3/10/2023 | | | | | | | | 14,205 | 16.91 | 100,003 | | | Option | 5/10/2023 | | | | | | | | 13,481(8) | 24.35 | 124,969 | | | Option | 8/7/2023 | | | | | | | | 11,547(8) | 27.59 | 125,054 | | | Restricted Stock Units | 3/10/2023 | | | | | | | 17,741 | | | 300,000 | | | Restricted Stock Units | 5/10/2023 | | | | | | | 15,400(8) | | | 374,990 | | | Restricted Stock Units | 8/7/2023 | | | | | | | 13,592(8) | | | 375,004 | | Charles van Es | Annual Cash Incentive Plan | | 109,500 | 219,000 | 438,000 | | | | | | | | | | 2025 LTI Bonus(6) | | 300,000 | 600,000 | | | | | | | | | | | Option | 3/10/2023 | | | | | | | | 14,205 | 16.91 | 100,003 | | | Option | 3/10/2023 | | | | | | | | 14,025(7) | 16.91 | 99,998 | | | Restricted Stock Units | 3/10/2023 | | | | | | | 5,914 | | | 100,006 | | | Restricted Stock Units | 3/10/2023 | | | | | | | 5,914(7) | | | 100,005 |

  65. Grants of Plan-Based Awards for Fiscal 2023

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  66. Grants of Plan-Based Awards for Fiscal 2023

    | Name | Award Type | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Shares to be Issued Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | All Other Option Awards: Number of Securities Underlying Options (#)(3) | Exercise or Base Price of Option Awards ($/Sh)(4) | Grant Date Fair Value of Stock and Option Awards ($)(5) | | | | | Threshold ($) | Target ($) | Maximum ($) | Thres- hold (#) | Target (#) | Maximum (#) | | | | | | Rowena Ricalde | Annual Cash Incentive Plan | | 43,750 | 87,500 | 175,000 | | | | | | | | | | Option | 3/10/2023 | | | | | | | | 10,653 | 16.91 | 74,997 | | | Restricted Stock Units | 3/10/2023 | | | | | | | 4,435 | | | 74,996 |

  67. Grants of Plan-Based Awards for Fiscal 2023

    | (1) Amounts included in the table above represent the threshold, target and maximum potential payout levels related to both the corporate and individual objectives for the fiscal year 2023 under the 2021 Plan as described under “Bonus Compensation – Fiscal 2023 Bonus” in the Compensation Discussion and Analysis. The payment for these awards have already been determined and were paid in February 2024 to the NEO’s and disclosed in the Summary Compensation Table. |

  68. Grants of Plan-Based Awards for Fiscal 2023

    | (2) Other than the awards noted separately, each RSU grant vests equally over a four-year period with the first vesting occurring on the one-year anniversary of the grant date, subject to the named executive officer’s continued service through the applicable vesting date. |

  69. Grants of Plan-Based Awards for Fiscal 2023

    | (3) Generally, other than the awards noted separately, stock options vest equally over a four-year period from the date of grant, subject to the NEO’s continued service through the applicable vesting date. |

  70. Grants of Plan-Based Awards for Fiscal 2023

    | (4) In accordance with the provisions of the 2021 Plan, the exercise price of stock option grants is set using the closing price on the day of grant. In the event there is no public trading of the Company’s common stock on the date of grant, the exercise price will be the closing price on the most recent, prior date that the Company’s common stock was traded. |

  71. Grants of Plan-Based Awards for Fiscal 2023

    | (5) Represents the aggregate grant date fair value of stock option and RSU awards. The fair value of those awards was determined in accordance with ASC 718. The assumptions used in determining the grant date fair value of these awards are set forth in the notes to the Company’s consolidated financial statements, which are included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC. |

  72. Grants of Plan-Based Awards for Fiscal 2023

    | (6) Amounts included in the table above represent the threshold and maximum potential payout levels related to potential payouts under the 2025 LTI Bonus upon the attainment of certain financial metrics for a performance period that commenced on January 1, 2023 and ends on December 31, 2025 as described under “Long-Term Incentive Compensation - 2025 Long-Term Cash Bonus” in the Compensation Discussion and Analysis. The target amount may be earned if the applicable performance goals are satisfied by December 31, 2025 and will be payable in the first quarter of 2026 subject to the executive’s continued employment through the applicable payment date. If the performance goals are not satisfied by December 31, 2025 but are satisfied by December 31, 2026, then the threshold amount (50%) may be earned and payable in the first quarter of 2027 subject to the executive’s continued employment through the applicable payment date. |

  73. Grants of Plan-Based Awards for Fiscal 2023

    | (7) The performance-based stock options or RSUs vest upon the attainment of certain performance goals of the Company as described under “ Long-Term Incentive Compensation – 2023 Equity Grants” in the Compensation Discussion and Analysis. |

  74. Grants of Plan-Based Awards for Fiscal 2023

    | (8) Each RSU or option grant vests 40% on March 10, 2024, 30% on March 10, 2025, 20% on March 10, 2026, and 10% on March 10, 2027, subject to the NEO’s continued service through the applicable vesting date. |

  75. Grants of Plan-Based Awards for Fiscal 2023

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  76. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table presents information regarding outstanding equity awards held by our NEOs as of December 31, 2023.

  77. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of shares or units of stock that have not vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan: Number of unearned shares, units or other rights that have not vested (#) | Equity Incentive Plan Awards: Market or payout value of unearned shares, units or other rights that have not vested ($) | | Michael Kirban | 546,000 | — | — | 10.18 | 12/16/2029 | — | — | — | — | | | 20,476 | 20,474(2) | — | 10.18 | 1/11/2031 | — | — | — | — | | | 149,254 | 149,253(3) | — | 15.00 | 10/21/2031 | — | — | — | — | | | | 185,133(8) | — | 16.91 | 3/10/2033 | — | — | — | — | | | | 46,875(9) | — | 16.91 | 3/10/2033 | — | — | — | — | | Martin Roper | 579,670(4) | — | — | 10.18 | 9/19/2029 | — | — | — | — | | | 20,476 | 20,474(2) | — | 10.18 | 1/11/2031 | — | — | — | — | | | 149,254 | 149,253(3) | — | 15.00 | 10/21/2031 | — | — | — | — | | | | 185,133(8) | — | 16.91 | 3/10/2033 | — | — | — | — | | | | 46,875(9) | — | 16.91 | 3/10/2033 | — | — | — | — | | Jonathan Burth | 108,825 | — | — | 10.18 | 12/16/2029 | — | — | — | — | | | 102,375 | 102,375(5) | — | 10.18 | 2/10/2030 | — | — | — | — | | | — | — | 68,250(6) | 10.18 | 2/10/2030 | — | — | — | — | | | 17,062 | 17,063(2) | — | 10.18 | 1/11/2031 | — | — | — | — | | | 29,022 | 29,021(3) | — | 15.00 | 10/21/2031 | — | — | — | — | | | — | 42,980(7) | — | 15.36 | 8/15/2032 | — | — | — | — | | | | 14,025(8) | | 16.91 | 3/10/2033 | — | — | — | — | | | | 14,205(9) | | 16.91 | 3/10/2033 | — | — | — | | | | — | — | — | — | — | 5,833(3) | 149,616 | — | — | | | — | — | — | — | — | 58,594(7) | 1,502,936 | — | — | | | — | — | — | — | — | 11,828(13) | 303,388 | — | — | | Corey Baker | — | 14,205(9) | — | 16.91 | 3/10/2033 | — | — | — | — | | | — | 13,481(10) | — | 24.35 | 5/10/2033 | — | — | — | — | | | — | 11,547(10) | — | 27.59 | 8/7/2033 | — | — | — | — | | | — | — | — | — | — | 17,741(9) | 455,957 | — | — | | | — | — | — | — | — | 15,400(10) | 395,010 | — | — | | | — | — | — | — | — | 13,592(10) | 348,635 | — | — | | Charles van Es | 39,675 | — | — | 10.18 | 12/16/2029 | — | — | — | — | | | 56,875 | 56,875(5) | — | 10.18 | 2/10/2030 | — | — | — | — | | | 13,650 | 13,650(2) | — | 10.18 | 1/11/2031 | — | — | — | — | | | 29,022 | 29,021(3) | — | 15.00 | 10/21/2031 | — | — | — | — | | | — | 42,980(7) | — | 15.36 | 8/15/2032 | — | — | — | — | | | — | 14,025(8) | — | 16.91 | 3/10/2033 | — | — | — | — | | | — | 14,205(9) | — | 16.91 | 3/10/2033 | — | — | — | — | | | — | — | — | — | — | 19,166(3) | 491,608 | — | — | | | — | — | — | — | — | 58,594(7) | 1,502,936 | — | — | | | — | — | — | — | — | 11,828(13) | 303,388 | — | — | | Rowena Ricalde | 2,275 | 2,275(11) | — | 10.18 | 6/1/2031 | — | — | — | — | | | | | | | | 3,333(3) | 85,491 | — | — | | | | | | | | 7,324(12) | 187,861 | | | | | | | — | — | — | 4,435(9) | 113,758 | — | — | | | — | 10,653(9) | — | 16.91 | 3/10/2033 | — | — | — | — |

  78. Outstanding Equity Awards at Fiscal Year-End

    | (1) The market value amounts in this column are based on the closing price of the Company’s common stock on December 29, 2023, the last trading day of the year ($25.65). |

  79. Outstanding Equity Awards at Fiscal Year-End

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  80. Outstanding Equity Awards at Fiscal Year-End

    | (2) The options were earned when certain performance conditions were met and vested 50% on January 11, 2023 and 50% will vest on January 11, 2025, subject to the NEO’s continued service through the applicable vesting date. |

  81. Outstanding Equity Awards at Fiscal Year-End

    | (3) The options or RSUs vest over four years in equal annual installments starting on November 27, 2022, subject to the NEO’s continued service through the applicable vesting date. |

  82. Outstanding Equity Awards at Fiscal Year-End

    | (4) The options became fully exercisable on July 31, 2023. |

  83. Outstanding Equity Awards at Fiscal Year-End

    | (5) The options vest 50% on February 10, 2022 and 50% on February 10, 2024, subject to the NEO’s continued service through the applicable vesting date. |

  84. Outstanding Equity Awards at Fiscal Year-End

    | (6) The options will be earned and eligible to vest if certain performance conditions for each tranche of the options are met by the target dates for those performance conditions and expire relative to each tranche if the performance conditions for such tranche are not met at the final target date for such tranche. Certain of these performance conditions deemed satisfied by our Compensation Committee in February 2024. |

  85. Outstanding Equity Awards at Fiscal Year-End

    | (7) The options or RSUs vest in three annual installments starting on August 15, 2025, subject to the NEO’s continued service through the applicable vesting date. |

  86. Outstanding Equity Awards at Fiscal Year-End

    | (8) The options vest 100% upon the attainment of certain performance conditions by the end of calendar year 2025 and 50% of such options vest if such performance conditions are not attained in calendar year 2025 but are met in calendar year 2026, subject to the named executive officer’s continued service through the applicable vesting date. |

  87. Outstanding Equity Awards at Fiscal Year-End

    | (9) The options or RSUs vest over four years in equal annual installments starting on March 10, 2024, subject to the NEO’s continued service through the applicable vesting date. |

  88. Outstanding Equity Awards at Fiscal Year-End

    | (10) The options or RSUs vest 40% on March 10, 2024, 30% on March 10, 2025, 20% on March 10, 2026 and 10% on March 10, 2027, subject to the NEO’s continued service through the applicable vesting date. |

  89. Outstanding Equity Awards at Fiscal Year-End

    | (11) The options vest 50% on June 1, 2023 and 50% on June 1, 2025, subject to the NEO’s continued service through the applicable vesting date. |

  90. Outstanding Equity Awards at Fiscal Year-End

    | (12) The options or RSUs vest over four years in equal annual installments starting on August 15, 2023, subject to the NEO's continued service through the applicable vesting date. |

  91. Outstanding Equity Awards at Fiscal Year-End

    | (13) Half of the stock awards vest over four years in equal annual installments starting on March 10, 2024, subject to the NEO’s continued service through the applicable vesting date. The remaining RSUs vest 100% upon the attainment of certain performance conditions by the end of calendar year 2025 and 50% of such RSUs vest if such performance conditions are not attained in calendar year 2025 but are met in calendar year 2026, subject to the NEO’s continued service through the applicable vesting date. |

  92. Outstanding Equity Awards at Fiscal Year-End

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  93. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table shows information about options exercised or shares acquired on vesting during 2023.

  94. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of shares acquired on exercise (#) | Value realized on exercise ($)(1) | Number of shares acquired on vesting (#) | Value realized on vesting ($)(1) | | Michael Kirban | — | — | — | — | | Martin Roper | — | — | — | — | | | | | — | — | | Jonathan Burth | 40,000 | 776,520 | — | — | | | 11,600 | 230,376 | — | — | | | 28,400 | 572,061 | — | — | | | | | 2,917 | 87,627 | | Corey Baker | — | — | — | — | | Charles van Es | 30,000 | 582,330 | — | — | | | 15,315 | 297,279 | — | — | | | 14,685 | 245,122 | — | — | | | 1,800 | 33,338 | — | — | | | 28,200 | 506,387 | — | — | | | — | — | 9,584 | 287,903 | | Rowena Ricalde | — | — | 2,442 | 66,740 | | | | | 1,801 | 54,102 |

  95. Option Exercises and Stock Vested

    | (1) The values realized are based on the closing price of our common stock on the applicable exercise or vesting date. |

  96. Option Exercises and Stock Vested

    | The Vita Coco Company, Inc. | 52 | 2024 Proxy Statement |

  97. Potential Payments Upon Termination of Employment or Change of Control

    Potential Payments Upon Termination of Employment or Change of Control The following table shows the estimated benefits payable to each NEO in the event of termination of employment or change of control of the Company. None of our NEOs are entitled to any single-trigger change of control benefits under any plan, agreement or arrangement with the Company. Moreover, neither the terms of any of the NEO’s employment agreements nor their respective award agreements for their outstanding awards provide for enhanced severance benefits or accelerated vesting in connection with a change of control. However, the 2021 Plan provides that in the event of a change of control in which the outstanding awards are not assumed, continued or replaced, the vesting of such awards shall immediately be accelerated prior to such transaction and the underlying shares shall be eligible to receive the consideration paid in connection with such transaction to the stockholders of the Company. The amounts shown in the table below assume that a termination of employment or a change of control occurred on December 31, 2023 and, for the purposes of the “Change of Control” column only, that a transaction that constitutes a change of control has been consummated and outstanding equity awards held by each NEO will not be assumed, continued or replaced in connection with such transaction. The amounts do not include payments or benefits provided under insurance or other plans that are generally available to all full-time employees.

  98. Potential Payments Upon Termination of Employment or Change of Control

    | Name | Involuntary Termination Without Cause ($) | Death or Disability ($) | Change of Control ($)(1) | | Michael Kirban | | | | | Severance(3) | 484,000 | 484,000(2) | — | | Annual Incentive Bonus | — | — | — | | Accelerated Vesting of Equity | — | — | 3,934,027 | | Insurance Benefits(5) | — | — | — | | Other Fringe Benefits | — | — | — | | Total | 484,000 | 484,000 | 3,934,027 | | Martin Roper | | | | | Severance(3) | 484,000 | — | — | | Annual Incentive Bonus(4) | 484,000 | — | — | | Accelerated Vesting of Equity | — | — | 3,934,027 | | Insurance Benefits(5) | — | — | — | | Other Fringe Benefits (6) | 65,000 | — | — | | Total | 1,033,000 | — | 3,934,027 | | Jonathan Burth | | | | | Severance(3) | 370,000 | — | — | | Annual Incentive Bonus(4) | 222,000 | — | — | | Accelerated Vesting of Equity | — | — | 4,498,326 | | Insurance Benefits(5) | — | — | — | | Other Fringe Benefits | — | — | — | | Total | 592,000 | — | 4,498,326 |

  99. Potential Payments Upon Termination of Employment or Change of Control

    | The Vita Coco Company, Inc. | 56 | 2024 Proxy Statement |

  100. Potential Payments Upon Termination of Employment or Change of Control

    | Name | Involuntary Termination Without Cause ($) | Death or Disability ($) | Change of Control ($)(1) | | Charles van Es | | | | | Severance(3) | 212,917 | — | — | | Annual Incentive Bonus(4) | 219,000 | — | — | | Accelerated Vesting of Equity | — | — | 4,294,799 | | Insurance Benefits(5) | — | — | — | | Other Fringe Benefits | — | — | — | | Total | 431,917 | — | 4,294,799 | | Corey Baker | | | | | Severance(3) | 365,000 | — | — | | Annual Incentive Bonus(4) | 219,000 | — | — | | Accelerated Vesting of Equity | — | — | 1,317,977 | | Insurance Benefits(5) | — | — | — | | Other Fringe Benefits | — | — | — | | Total | 584,000 | — | 1,317,977 | | Rowena Ricalde | | | | | Severance | — | — | — | | Annual Incentive Bonus | — | — | — | | Accelerated Vesting of Equity | — | — | 515,411 | | Insurance Benefits(5) | — | — | — | | Other Fringe Benefits | — | — | — | | Total | | — | 515,411 |

  101. Potential Payments Upon Termination of Employment or Change of Control

    | (1) The amount in the table includes: (i) the unvested RSUs valued at the market price of our common stock on December 29, 2023 ($25.65); and (ii) the unvested stock option awards multiplied by the excess, if any, of the market price of our common stock on December 29, 2023 ($25.65) over the exercise price. There can be no assurance that a triggering event would produce the same or similar results as those estimated if such event occurs on any other date or at any other price, or if any other assumption used to estimate potential payments and benefits is not correct. Due to the number of factors that affect the nature and amount of any potential payments or benefits, any actual payments and benefits may be different. |

  102. Potential Payments Upon Termination of Employment or Change of Control

    | (2) For Mr. Kirban only, an amount equal to one year of his base salary shall become payable upon his death or disability. |

  103. Potential Payments Upon Termination of Employment or Change of Control

    | (3) Severance includes, for Messrs. Kirban, Roper and Baker, an amount equal to one year of base salary if their employment is involuntary terminated by the Company without cause or resigns for good reason. For Messrs. Burth and van Es, severance includes an amount equal to the sum of six (6) months base salary. In addition, for Messrs. Burth and van Es up to an additional six (6) months of base salary will be added to the severance amount for the number of years the executive is employed by the Company in excess of the first six (i.e., six (6) months for Mr. Burth with sixteen (16) full years of service and one (1) month for Mr. van Es with seven (7) full years of service as of December 31, 2023). |

  104. Potential Payments Upon Termination of Employment or Change of Control

    | (4) Annual Incentive Bonus includes: (a) for Mr. Roper only, an amount equal to the target annual incentive if his employment is involuntary terminated by the Company without cause or he resigns for good reason; and (b) for Messrs. Burth, Baker and van Es only, a pro-rated bonus if their employment is involuntarily terminated by the Company without cause or they resign for good reason. |

  105. Potential Payments Upon Termination of Employment or Change of Control

    | (5) None of the NEO’s employment agreements provide for the payment of any health insurance benefits following any termination of the executive’s employment for any reason. |

  106. Potential Payments Upon Termination of Employment or Change of Control

    | (6) For Mr. Roper only, pursuant to his employment agreement in the event his employment is involuntarily terminated by the Company without cause or he resigns for good reason, he is entitled to a payment up to $65,000 for costs related to apartment rental in New York City and furniture lease payments. |

  107. Potential Payments Upon Termination of Employment or Change of Control

    | The Vita Coco Company, Inc. | 57 | 2024 Proxy Statement |

  108. Director Compensation

    Director Compensation Our Non-Employee Board Compensation Policy establishes the compensation of our non-employee directors. The following table reflects the compensation elements for non-employee directors for each year of service on the Board of Directors.

  109. Director Compensation Table

    Director Compensation Table The following table sets forth the compensation of the non-employee directors for fiscal year 2023, other than reimbursement for travel expenses.

  110. Director Compensation Table

    | Name(1) | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3)(4) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation ($) | All Other Compensation ($) | Total ($) | | Aishetu Fatima Dozie(5) | 55,000 | 69,999 | — | — | — | — | 124,999 | | John Leahy | 55,000 | 69,999 | — | — | — | — | 124,999 | | Ira Liran | 40,000 | 69,999 | — | — | — | — | 109,999 | | Eric Melloul(6) | 50,000 | 69,999 | — | — | — | — | 119,999 | | Jane C. Morreau(7) | 80,000 | 69,999 | — | — | — | — | 149,999 | | Kenneth Sadowsky | 52,500 | 69,999 | — | — | — | — | 122,499 | | John Zupo(8) | 40,000 | 69,999 | — | — | — | — | 109,999 |

  111. Director Compensation Table

    | (1) Messrs. Kirban and Roper are not included in this table as they are named executive officers of the Company and receive no additional compensation for their service as directors. |

  112. Director Compensation Table

    | (2) The difference in fees earned or paid reflects each individual’s membership and/or chairperson appointment service on Board committees. |

  113. Director Compensation Table

    | (3) Amounts reflect the aggregate grant-date fair value of RSUs granted in fiscal year 2023 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. For additional information regarding the assumptions used to calculate the value of all restricted stock awards, please see Note 14 to our audited consolidated financial statements for the fiscal year ended December 31, 2023 included in our Annual Report on Form 10-K. |

  114. Director Compensation Table

    | (4) These stock awards were awarded on June 7, 2023. Each non-employee director received the annual equity award, which consisted of 2,684 RSUs with a grant date fair value of $69,999 at the closing market price on the grant date. |

  115. Director Compensation Table

    | (5) The director has elected to defer delivery of the shares underlying the RSUs until the date she ceases serving as a member of the Board. |

  116. Director Compensation Table

    | (6) Mr. Melloul entered into nominee agreements instructing the Company to pay all cash compensation earned in connection with their services to our Board to Verlinvest. RSUs granted to Mr. Melloul, based on the aforementioned nominee agreements, will be held by him as a nominee for Verlinvest and, upon vesting of the RSUs, the Company shares will directly be transferred to Verlinvest. |

  117. Director Compensation Table

    | (7) The director has elected to defer delivery of the shares underlying the RSUs until the date she ceases serving as a member of the Board. |

  118. Director Compensation Table

    | (8) The director has elected to defer delivery of the shares underlying the RSUs until the fifth calendar year after the grant date. |

  119. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees to the annual total compensation of Mr. Roper, our CEO. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. In 2023, to identify the median employee as well as to determine the annual total compensation of our median employee, we took the following steps:

  120. CEO Pay Ratio

    | • | We determined that as of December 31, 2023, our employee population consisted of approximately 300 individuals (including full-time and part-time employees, other than our CEO) working across all of our locations globally including the U.S., Europe and Singapore. |

  121. CEO Pay Ratio

    | • | We identified the “median employee” by examining 2023 total cash compensation. For purposes of determining total cash compensation, we included base salary, incentive compensation and 401(k) match, as reflected in our payroll records. As permitted by SEC rules, we annualized the total cash compensation of all individuals who were employed as of December 31, 2023. |

  122. CEO Pay Ratio

    | • | We identified our median employee using this compensation measure, which was consistently applied to all our employees included in the calculation. |

  123. CEO Pay Ratio

    | The Vita Coco Company, Inc. | 59 | 2024 Proxy Statement |

  124. CEO Pay Ratio

    For 2023, our last completed fiscal year:

  125. CEO Pay Ratio

    | • | The annual total compensation of our median employee was $84,850; and |

  126. CEO Pay Ratio

    | • | Mr. Roper’s total annual compensation, as set forth in the Summary Compensation Table, was $3,251,398. |

  127. CEO Pay Ratio

    Based on this information, for 2023, the ratio of the annual total compensation of our CEO, to the total compensation of the median employee was 38 to 1.

  128. CEO Pay Ratio

    | The Vita Coco Company, Inc. | 60 | 2024 Proxy Statement |

  129. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. The following table discloses information on compensation actually paid (“CAP”) to our principal executive officer (“PEO”) and to our other non-PEO named executive officers (“non-PEO NEOs”) (on average) and certain financial performance measures of the Company. For further information regarding the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with performance, see the Compensation, Discussion and Analysis (“CD&A”) starting on page 35.

  130. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO(1) $ | Compensation Actually Paid to PEO(2) $ | Average Summary Compensation Table Total for Non-PEO NEOs(3) $ | Average Compensation Actually Paid to Non-PEO NEOs(4) $ | Value of Initial Fixed $100 Investment Based On: | | Net Income - Continuing Operations (millions)(7) | Company Selected Measure: Adjusted EBITDA (millions)(8) | | | | | | | Total Shareholder Return(5) $ | Peer Group Total Shareholder Return(6) $ | | | | 2023 | 3,251,398 | 13,723,001 | 1,695,541 | 3,929,394 | 229.63 | 100.79 | $46.629 | $68.169 | | 2022 | 559,550 | 2,461,252 | 1,281,966 | 1,595,976 | 123.72 | 106.79 | $7.814 | $20.294 |

  131. Pay Versus Performance

    | (1) Mr. Roper served as CEO, who is our PEO, for each of the years in the table. |

  132. Pay Versus Performance

    | (2) The following table provides information regarding the calculation for the CAP to Mr. Roper for fiscal years 2023 and 2022: |

  133. Pay Versus Performance

    | PEO | 2023 | 2022 | | Reported Summary Compensation Table Total for PEO | 3,251,398 | 559,550 | | - Reported Value of Equity Awards | (1,649,998) | 0 | | + Year End Fair Value of Equity Awards | 3,178,142 | 0 | | + Year Over Year Change in Fair Value of Outstanding and Unvested Equity Awards | 1,482,303 | 1,870,017 | | +/- Year Over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | 7,461,156 | 31,685 | | +/- Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | 0 | 0 | | +/- Value of Dividends Paid on Stock Awards not Otherwise Reflected in Fair Value or Total Compensation | 0 | 0 | | Compensation Actually Paid to PEO | 13,723,001 | 2,461,252 |

  134. Pay Versus Performance

    | (3) Messrs. Kirban, Burth, van Es, Baker and Ms. Ricalde served as non-PEO NEOs for fiscal year 2023. Messrs. Kirban, Burth and van Es served as non-PEO NEOs for fiscal year 2022. |

  135. Pay Versus Performance

    | The Vita Coco Company, Inc. | 61 | 2024 Proxy Statement |

  136. Pay Versus Performance

    | (4) The following table provides information regarding the calculation for the CAP to the non-PEO named executive officers for fiscal years 2023 and 2022: |

  137. Pay Versus Performance

    | Average for Non-PEO NEOs | 2023 | 2022 | | Average Reported Summary Compensation Table Total for Non-PEO NEOs | 1,695,541 | 1,281,966 | | - Average Reported Value of Equity Awards | (800,007) | (800,003) | | + Average Year End Fair Value of Equity Awards | 1,288,323 | 711,246 | | +/- Year Over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards | 1,433,081 | 358,880 | | +/- Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | 312,456 | 43,887 | | - Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | 0 | 0 | | + Average Value of Dividends Paid on Stock Awards not Otherwise Reflected in Fair Value or Total Compensation | 0 | 0 | | Average Compensation Actually Paid to Non-PEO NEOs | 3,929,394 | 1,595,976 |

  138. Pay Versus Performance

    | (5) The amounts shown in this column reflects the Company’s total shareholder return for each fiscal year in the table calculated in the manner prescribed by Item 201(e) of Regulation S-K and reflects the cumulative value of $100 if such amount were invested on December 31, 2021 (the last trading day of the Company’s fiscal year ended December 31, 2021) in our common stock. |

  139. Pay Versus Performance

    | (6) The amounts shown in this column reflect the cumulative total shareholder return for each fiscal year in the table calculated in the manner prescribed by Item 201(e) of Regulation S-K and reflects the cumulative value of $100 if such amount were invested on December 31, 2021 (the last trading day of the Company’s fiscal year ended December 31, 2021) in the Nasdaq US Smart Food & Beverage Index. |

  140. Pay Versus Performance

    | (7) The amounts shown in this column are in millions and reflect Net Income – Continuing Operations attributable to the Company calculated in accordance with GAAP for each of the years shown. |

  141. Pay Versus Performance

    | (8) The amounts shown in this column are in millions and reflect the Company’s Adjusted EBITDA. For additional detail on the reconciliation from Net Income to Adjusted EBITDA see “Non-GAAP Financial Measures” on page 47 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023; and on page 50 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. |

  142. Pay Versus Performance

    Financial Performance Measures As described in greater detail in the CD&A, the Company’s executive compensation program reflects a pay-for-performance philosophy to support the achievement of short- and long-term financial, operational and strategic objectives. The metrics that the Company uses for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our NEOs to increase shareholder value. The most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows: Adjusted EBITDA Net Revenue

  143. Pay Versus Performance

    | The Vita Coco Company, Inc. | 62 | 2024 Proxy Statement |

  144. Pay Versus Performance

    Description of the Relationship between Pay and Performance The following graph reflects the relationship between the CAP for our PEO and for the average of our non-PEO NEOs as calculated in accordance with Item 402(v) of Regulation S-K and the Company’s total shareholder return, and the total shareholder return of the Nasdaq US Smart Food & Beverage Index over the applicable measurement period. The following graph reflects the relationship between the CAP for our PEO and for the average of our non-PEO NEOs as calculated in accordance with Item 402(v) of Regulation S-K and our net income calculated in accordance with GAAP over the applicable measurement period. The following graph reflects the relationship between the CAP for our PEO and for the average of our non-PEO NEOs as calculated in accordance with Item 402(v) of Regulation S-K and the Company’s Adjusted EBITDA. For additional detail on the reconciliation from Net Income to Adjusted EBITDA, see “Non-GAAP Financial Measures” on page 47 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023; and on page 50 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

  145. Pay Versus Performance

    | The Vita Coco Company, Inc. | 63 | 2024 Proxy Statement |

  146. Pay Versus Performance

    | The Vita Coco Company, Inc. | 64 | 2024 Proxy Statement |

  147. Pay Versus Performance

    EQUITY COMPENSATION PLAN INFORMATION The following table summarizes information, as of December 31, 2023, relating to equity compensation plans of the Company (including individual compensation arrangements) pursuant to which equity securities of the Company are authorized for issuance.

  148. Pay Versus Performance

    | Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options and Rights | Weighted-Average Exercise Price of Outstanding Options and Rights | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column(a)) | | Equity Compensation Plans Approved by Stockholders | 5,088,313 | 12.33 | 3,124,326 | | Equity Compensation Plans Not Approved by Stockholders | — | — | — | | Total | 5,088,313 | 12.33 | 3,124,326 |

  149. Pay Versus Performance

    | The Vita Coco Company, Inc. | 65 | 2024 Proxy Statement |

  150. Pay Versus Performance

    Security Ownership of Certain Beneficial Owners and Management The following table sets forth certain information with respect to holdings of our common stock by: (i) stockholders who beneficially owned more than 5% of the outstanding shares of our common stock; and (ii) each of our directors (which includes all nominees), each of our NEOs and all directors and executive officers as a group as of April 8, 2024, unless otherwise indicated. The number of shares beneficially owned by each stockholder is determined under rules issued by the SEC. Under these rules, beneficial ownership includes any shares as to which a person has sole or shared voting power or investment power. Applicable percentage ownership is based on 56,683,993 shares of common stock outstanding as of April 8, 2024. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options, or RSUs or other rights held by such person that are currently exercisable or will become exercisable within 60 days of April 8, 2024 are considered outstanding, although these shares are not considered outstanding for purposes of computing the percentage ownership of any other person. Unless otherwise indicated, the address of each beneficial owner listed below is 250 Park Avenue South, 7th Floor, New York, New York 10003. We believe, based on information provided to us, that each of the stockholders listed below has sole voting and investment power with respect to the shares beneficially owned by the stockholder unless noted otherwise, subject to community property laws where applicable.

  151. Pay Versus Performance

    | | Number of Shares Beneficially Owned | Percentage of Shares Beneficially Owned | | 5% or Greater Stockholders | | | | Verlinvest Beverages SA(1) | 10,858,120 | 19.2% | | Named Executive Officers and Directors | | | | Michael Kirban(2) | 3,430,666 | 6.0% | | Martin Roper(3) | 2,582,129 | 4.5% | | Corey Baker(4) | 23,836 | * | | Jonathan Burth(5) | 438,855 | * | | Charles van Es(6) | 204,579 | * | | Rowena Ricalde(7) | 9,317 | * | | Aishetu Dozie(8) | 8,441 | * | | John Leahy(9) | 38,074 | * | | Ira Liran(10) | 1,634,355 | 2.9% | | Eric Melloul(11) | 10,860,804 | 19.2% | | Jane C. Morreau(12) | 41,108 | * | | Kenneth Sadowsky(13) | 660,361 | 1.2% | | John Zupo(14) | 49,449 | * | | All executive officers and directors as a group (14 individuals)(15) | 20,193,500 | 34.2% |

  152. Pay Versus Performance

    | * Less than one percent. |

  153. Pay Versus Performance

    | 1. | Based solely on a Schedule 13/G filed with the SEC on February 2, 2024 by Verlinvest Beverages SA. Verlinvest has sole voting and dispositive power over 10,858,120 shares of common stock. The business address for Verlinvest is Place Eugène Flagey 18, 1050 Brussels, Belgium. |

  154. Pay Versus Performance

    | The Vita Coco Company, Inc. | 66 | 2024 Proxy Statement |

  155. Pay Versus Performance

    | 2. | Based on a Schedule 13G filed with the SEC on February 9, 2024, Section 16 flings and information known to the Company. Consists of (i) 61,307 shares of common stock held of record by the Mr. Kirban directly, (ii) 727,449 shares of common stock that Mr. Kirban has the right to acquire upon the exercise of stock options, (iii) 2,026,229 shares of common stock held of record by the Michael Kirban 2010 Trust, of which Mr. Kirban serves as trustee and has sole voting and dispositive power, and (iv) 615,681 shares of common stock held of record by the Michael Kirban Revocable Trust, of which Mr. Kirban serves as trustee and has sole voting and dispositive power. |

  156. Pay Versus Performance

    | 3. | Consists of (i) 435,435 shares of our common stock held by Mr. Roper directly, (ii) 434,525 shares of our common stock held by Christopher G. Roper Exempt Family Trust, for which Mr. Roper’s spouse is the trustee, (iii) 434,525 shares of our common stock held by Peter S. Roper Exempt Family Trust, for which Mr. Roper’s spouse is the trustee, (iv) 434,525 shares of our common stock held by Thomas L. Roper Exempt Family Trust, for which Mr. Roper’s spouse is the trustee; (v) 82,000 shares of our common stock held by Mr. Roper’s spouse, and (vi) 761,119 shares of our common stock that Mr. Roper has the right to acquire upon the exercise of stock options that are fully vested and exercisable. |

  157. Pay Versus Performance

    | 4. | Consists of (i) 13,561 shares of our common stock that Mr. Baker has the right to acquire upon the exercise of stock options that are fully vested and exercisable and (ii) 10,275 shares of common stock. |

  158. Pay Versus Performance

    | 5. | Consists of (i) 381,410 shares of our common stock that Mr. Burth has the right to acquire upon the exercise of stock options that are fully vested and exercisable and (ii) 57,445 shares of common stock. |

  159. Pay Versus Performance

    | 6. | Consists of (i) 199,648 shares of our common stock that Mr. van Es has the right to acquire upon the exercise of stock options that are fully vested and exercisable and (ii) 4,931 shares of common stock |

  160. Pay Versus Performance

    | 7. | Consists of (i) 4,938 shares of our common stock that Ms. Ricalde has the right to acquire upon the exercise of stock options that are fully vested and exercisable and (ii) 4,379 shares of common stock. |

  161. Pay Versus Performance

    | 8. | Consists of (i) 5,757 shares of our common stock held by Ms. Dozie and (ii) 2,684 shares of our common stock underlying RSUs that will vest within 60 days of April 8, 2024. |

  162. Pay Versus Performance

    | 9. | Consists of (i) 27,300 shares of our common stock that Mr. Leahy has the right to acquire upon the exercise of stock options that are fully vested and exercisable, (ii) 8.090 shares of our common stock, and (iii) 2,684 shares of our common stock underlying RSUs that will vest in full within 60 days of April 8, 2024. |

  163. Pay Versus Performance

    | 10. | Consists of (i) 645,942 shares of our common stock held by Mr. Liran, (ii) 985,729 shares of our common stock held by Ira Liran 2012 Family Trust, and (iii) 2,684 shares of our common stock underlying RSUs that will vest in full within 60 days of April 10, 2023. |

  164. Pay Versus Performance

    | 11. | Consists of (i) 10,858,120 shares of our common stock held of record by Verlinvest Beverages SA and disclosed in footnote (1) above and (ii) 2,684 shares of our common stock underlying RSUs that will vest within 60 days of April 8, 2024. Pursuant to a nominee agreement, upon vesting of the RSUs, the shares of common stock underlying such awards will directly be transferred to Verlinvest Beverages SA. Mr. Melloul is a member of the board of directors of Verlinvest Beverages SA and therefore may be deemed to have shared voting power with respect to our shares of common stock. Mr. Melloul disclaims beneficial ownership of such shares. The business address for Verlinvest Beverages SA is Place Eugene Flagey 18, 1050 Brussels, Belgium. |

  165. Pay Versus Performance

    | 12. | Consists of (i) 30,334 shares of our common stock that Ms. Morreau has the right to acquire upon the exercise of stock options that are fully vested and exercisable, (ii) 2,333 shares of our common stock, (iii) 5,757 shares of our common stock underlying RSUs that will vest in full within 60 days of April 10, 2023 and for which delivery has been deferred until Ms. Morreau’s separation of service from the Board and (iv) 2,684 shares of our common stock underlying RSUs that will vest within 60 days of April 8, 2024. |

  166. Pay Versus Performance

    | 13. | Consists of (i) 624,620 shares of our common stock, (ii) 27,300 shares of our common stock that Mr. Sadowsky has the right to acquire upon the exercise of stock options that are fully vested and exercisable, (iii) 5,757 shares of our common stock underlying vested RSUs for which delivery has been deferred until June 1, 2027, and (iv) 2,684 shares of our common stock underlying RSUs that will vest within 60 days of April 8, 2024. |

  167. Pay Versus Performance

    | 14. | Consists of (i) 38,675 shares of our common stock that Mr. Zupo has the right to acquire upon the exercise of stock options that are fully vested and exercisable, and (ii) 2,333 shares of our common stock, (iii) 5,757 shares of our common stock underlying vested RSUs and for which delivery has been deferred until June 1, 2027; and (iv) 2,684 shares of our common stock underlying RSUs that will vest within 60 days of April 8, 2024. |

  168. Pay Versus Performance

    | 15. | Consists of (i) 17,805,549 shares of common stock, (ii) 2,369,163 shares of our common stock underlying options to purchase common stock that are fully vested and exercisable, and (iii) 18,788 shares of our common stock underlying restricted stock units that will vest within 60 days of April 8, 2024. |

  169. Pay Versus Performance

    | The Vita Coco Company, Inc. | 67 | 2024 Proxy Statement |

  170. Pay Versus Performance

    Certain Relationships and Related Person Transactions

  171. Director Nominee Agreement

    Director Nominee Agreement Mr. Melloul, a Verlinvest director nominee appointed by Verlinvest under the Investor Rights Agreement and strategic advisor to Verlinvest, has entered into a nominee agreement with Verlinvest instructing the Company to pay all cash and equity compensation earned in connection with his board of director service to Verlinvest. Based on the aforementioned nominee agreements, RSUs granted to Mr. Melloul are held by him as nominee for Verlinvest and, upon vesting of the RSUs, the shares are transferred to Verlinvest. The nominee agreement is primarily between the directors and Verlinvest Beverages SA. The Company is a party to this arrangement solely to agree to the manner in which it would satisfy the compensation obligation to Mr. Melloul.