DEF 14A of Vita Coco Company, Inc.
Filed Apr 23, 2025 · FY20240001482981-25-000073
Proposal 1: Election of Directors
Proposal 1: Election of Directors At the Annual Meeting, three Class I Directors are to be elected to hold office until the Annual Meeting of Stockholders to be held in 2028 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 I Directors are Aishetu Fatima Dozie, Martin Roper and John Zupo, who have served on our Board since 2022, 2021 and 2020, respectively. The Board has nominated Ms. Dozie and Messrs. Roper and Zupo for election as Class I 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 I 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 I, whose term will expire at the 2025 Annual Meeting of Stockholders and, if elected at the Annual Meeting, whose subsequent term will expire at the 2028 Annual Meeting of Stockholders; Class II, whose term will expire at the 2026 Annual Meeting of Stockholders; and Class III, whose term will expire at the 2027 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.
Proposal 1: Election of Directors
| The Vita Coco Company, Inc. | 10 | 2025 Proxy Statement |
Proposal 1: Election of Directors
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 2024 Annual Meeting of Stockholders held on June 4, 2024 (the "2024 Annual Meeting"), Verlinvest has nominated Mr. Melloul as its director nominee under the Investor Rights Agreement. 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 I Directors of the persons whose names and biographies appear below. In the event that any of Ms. Dozie and Messrs. Roper and Zupo 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 Ms. Dozie and Messrs. Roper and Zupo will be unable to serve if elected. Each of Ms. Dozie and Messrs. Roper and Zupo has consented to being named in this Proxy Statement and to serve if elected.
Nominees For Class I Director (terms to expire at the 2028 Annual Meeting)
| Aishetu Fatima Dozie Age: 48 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. |
Nominees For Class I Director (terms to expire at the 2028 Annual Meeting)
| Martin Roper Age: 62 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 served as a member of the board of directors of LL Flooring Holdings, Inc. (formerly Lumber Liquidators Inc.), a flooring retail company, from 2006 to 2024. He also served on the board of directors of The Boston Beer Company, Inc. from 2000 to 2018 and on the board of directors of Bio-Nutritional Research Group, Inc., the producer and marketer of Power Crunch energy bars, from 2019 to 2025. 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. In April 2025, Mr. Roper was appointed to the board of MGP Ingredients, Inc. 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. |
Nominees For Class I Director (terms to expire at the 2028 Annual Meeting)
| John Zupo Age: 51 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., where he was responsible for overall operations including revenues of $4B profit, market share and customer satisfaction as well as president of 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. |
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:
Class II Directors (terms to expire at the 2026 Annual Meeting)
| Name | Age | Served as a Director Since | Position with Vita Coco | | Michael Kirban | 49 | 2004 | Co-Founder, Executive Chairman and Chairman of Board | | John D. Leahy | 71 | 2019 | Director | | Kenneth Sadowsky | 62 | 2006 | Director |
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:
Class II Directors (terms to expire at the 2026 Annual Meeting)
| Michael Kirban Age: 49 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 also previously served on the board of directors of Software Answers Inc., a technology service provider. 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. |
Class II Directors (terms to expire at the 2026 Annual Meeting)
| John D. Leahy Age: 71 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 Kvella Foods, a start up CPG company and GoodPops, a popsicle company. 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. |
Class II Directors (terms to expire at the 2026 Annual Meeting)
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Class II Directors (terms to expire at the 2026 Annual Meeting)
| Kenneth Sadowsky Age: 62 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 Icelandic Glacial Holdings, both health beverage companies, since December 2019 and May 2024, 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. |
Class II Directors (terms to expire at the 2026 Annual Meeting)
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Class III Directors (terms to expire at the 2027 Annual Meeting)
Class III Directors (terms to expire at the 2027 Annual Meeting) The current members of the Board who are Class III Directors are as follows:
Class III Directors (terms to expire at the 2027 Annual Meeting)
| Name | Age | Served as a Director Since | Position with Vita Coco | | Ira Liran | 46 | 2006 | Co-Founder and Director | | Eric Melloul | 56 | 2008 | Director | | Jane C. Morreau | 66 | 2021 | Director |
Class III Directors (terms to expire at the 2027 Annual Meeting)
The principal occupations and business experience for at least the past five years of each Class III Director are as follows:
Class III Directors (terms to expire at the 2027 Annual Meeting)
| Ira Liran Age: 46 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. |
Class III Directors (terms to expire at the 2027 Annual Meeting)
| Eric Melloul Age: 56 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. |
Class III Directors (terms to expire at the 2027 Annual Meeting)
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Class III Directors (terms to expire at the 2027 Annual Meeting)
| Jane C. Morreau Age: 66 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, compensation committee and nominating committee of Del Monte Foods Holding Limited 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. |
Class III Directors (terms to expire at the 2027 Annual Meeting)
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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 pay mix is primarily comprised of equity and performance-based compensation. Below, the cash portion of compensation reflects 2024 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. Since 2023, we have 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 full-time employees an equity grant, as we believe that broad based employee stock ownership contributes to alignment of goals across the organization. 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.
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 Committee is advised as needed by an independent compensation consultant | | |
Bonus Compensation
Bonus Compensation General Design All of our NEOs are eligible to earn an annual cash bonus award based on the achievement of corporate performance goals, typically based on financials goals for that current financial year. Typically, 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 bonus 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.
Bonus Compensation
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Bonus Compensation
The formula for computing annual bonus payments is as follows:
Bonus Compensation
| Base SalaryX | Target Bonus PercentageX | Corporate Performance Factor | = | 2024 Base Salary |
Bonus Compensation
Fiscal 2024 Bonus After a review of the compensation design and benchmark data, no changes were made to the bonus percentages for the NEOs relative to 2023. The target bonus percentages for the NEOs in 2024 were as follows:
Bonus Compensation
| 2024 Target Bonus Percentage (% of Base Salary) | | | Michael Kirban | 100 | | Martin Roper | 100 | | Jonathan Burth | 60 | | Corey Baker | 60 | | Charles van Es | 60 |
Bonus Compensation
The “Corporate Performance Factor” for 2024 is comprised of three financial metrics. The three financial metrics for our executive officers were Adjusted EBITDA, weighted 50%, Total Net Revenue, weighted 25%, and Branded Net Revenue, weighted 25%. This weighting reflects the long-term prioritization of Net Revenue and Adjusted EBITDA growth as measures of Company performance and the addition of Branded Net Revenue as a performance measure given the priorities driving the business and a desire to specifically prioritize branded growth in 2024. The three performance goals of Adjusted EBITDA, Total Net Revenue and Branded Net Revenue 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.
Bonus Compensation
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Bonus Compensation
Based upon our overall performance in 2024, in February 2025, our Compensation Committee approved a Corporate Performance Factor of 160.8%, as detailed in the table below:
Bonus Compensation
| Performance Metric | Minimum Performance Level | Target Performance Level | Maximum Performance Level | 2024 Actual Performance Level | | Total Net Revenue | ≥0.0% | 1.6% | ≥7.1% | 4.5% | | Branded Net Revenue | ≥3.5% | 7.0% | ≥12.5% | 9.6% | | Adjusted EBITDA(1) | ≥ $71 million | $77 million | ≥$88 million | $84 million | | Corporate Performance Factor | 0% | 100% | 200% | 160.8% |
Bonus Compensation
1.Adjusted EBITDA is a non-GAAP financial measure that is defined as our net income before interest, taxes, depreciation, and amortization adjusted to eliminate the impact of certain items, including certain non-cash and other items, that we do not consider representative of our ongoing operating performance. For additional detail on the reconciliation from EBITDA to Adjusted EBITDA see “Non-GAAP Financial Measures” on page 49 of our 2024 Annual Report. ESG Modifier Since 2023, the Compensation Committee has approved the inclusion of an ESG component in the annual incentive plan. This component is evaluated on a holistic basis by the Compensation Committee based on our progress on our ESG objectives, and represents a non-financial element of our incentive plan that aligns with the Company’s public benefit corporation mission. For 2024, the NEOs’ final bonus payouts could be increased or decreased by up to 10 percentage points under the ESG modifier. Making progress toward these strategic targets is a baseline expectation. The modifier is intended to apply only to achievement well above or below overall expected progress. For 2024, the Compensation Committee did not apply a modifier based on ESG results, reflecting satisfactory progress generally against our goals. Final Bonus Payouts for Fiscal 2024 The annual bonus payments set forth in the table below are based on 2024 performance and the scoring of the performance goals as described above, and were paid in early 2025.
Bonus Compensation
| Named Executive Officer | Base Salary at December 31, 2024 ($) | Target Bonus Amount ($) | Corporate Performance Factor (%) | Resulting Annual Bonus Payout ($) | | Michael Kirban | 525,000 | 525,000 | 160.8 | 844,200 | | Martin Roper | 525,000 | 525,000 | 160.8 | 844,200 | | Jonathan Burth | 380,000 | 228,000 | 160.8 | 366,624 | | Corey Baker | 375,000 | 225,000 | 160.8 | 361,800 | | Charles van Es | 375,000 | 225,000 | 160.8 | 361,800 |
Bonus Compensation
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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 stock options. Some of the historical option grants have included performance-based vesting conditions. We began issuing performance-based vesting RSUs in 2023 to certain NEOs and senior management members, and continued this practice in 2024. During 2024, we did not take into account any material nonpublic information when determining the timing and terms of equity incentive awards. Equity awards, including stock options, are not granted in anticipation of the release of material non-public information, and the release of material non-public information is not timed based on stock option or other equity grant dates.
2024 Equity Grants
2024 Equity Grants Restricted Stock Units In February 2024, the Committee approved RSU grants with a grant date fair value of $1.1 million to each of Messrs. Kirban and Roper and $276,000 to each of Messrs. Baker, Burth, and van Es 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 directly 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 applicable vesting date. See the table, “Outstanding equity awards at 2024 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 2024, the Compensation Committee approved stock option grants with a grant value of $660,000 to each of Messrs. Kirban and Roper that are subject to time-based vesting terms and vest ratably over a four-year period, subject to the executive remaining employed by the Company through the applicable vesting date. In February 2024, the Compensation Committee also approved stock option grants with a grant value of $92,000 to each of Messrs. Baker, Burth, and van Es as members of the senior leadership team. 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. See the table, “Outstanding equity awards at 2024 year-end” for more details. Performance Stock Units PSUs were also granted in 2024, with a three-year performance period to further reinforce an 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 2024, the Compensation Committee approved PSU grants with a grant value of $440,000 to each of Messrs. Kirban and Roper and $92,000 to each of Messrs. Baker, Burth, and van Es as members of the senior leadership team. The PSUs vest only to the extent the Company achieves Adjusted EBITDA and Net Revenue growth goals over a three-year performance period, provided the executive remains employed by the Company for the performance period. The performance period for the 2024 grant of PSUs began on January 1, 2024 and ends on December 31, 2026. Vesting of the PSUs may only be earned if the applicable performance goals are attained by the end of 2026, as confirmed by the Compensation Committee in the first quarter of 2027. The PSUs can vest between 0% and 200% of target. See the table, “Outstanding equity awards at 2024 year-end” for more details.
2024 Equity Grants
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2024 Equity Grants
2025 Long-Term Cash Bonus In 2023, the Compensation Committee 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 2023 Sign-On Equity Grant In connection with his hiring in 2023, Mr. Baker received sign-on grants of time-based vesting 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. The value of these awards factored into the Compensation Committee’s determination to grant Mr. Baker equity awards in 2024 in line with the grant value of equity awards issued to Messrs. Burth and van Es in 2024.
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.
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.
Role of Market Data and Our Peer Group
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Role of Market Data and Our Peer Group
In late 2023, our peer group and benchmarking information was updated, and in 2024 the Compensation Committee reviewed the peer group and determined that it remained the appropriate peer group for evaluating compensation in 2024 and 2025. 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, based on benchmarking reports prepared by Pearl Meyer in 2023 for NEO compensation, and in 2024 for director compensation:
Role of Market Data and Our Peer Group
| BellRing Brands, Inc. | Oatly Group AB | | Beyond Meat, Inc. | Sovos Brands, Inc. | | BRC Inc. | Sweetgreen, Inc. | | Celsius Holdings, Inc. | The Duckhorn Portfolio, Inc. | | e.l.f. Beauty, Inc. | The Simply Good Foods Company | | Fevertree Drinks PLC | Tootsie Roll Industries, Inc. | | Freshpet, Inc. | Vital Farms, Inc. | | MGP Ingredients, Inc. | Warby Parker Inc. | | Nature’s Sunshine Products, Inc. | |
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.
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, 2024.
Summary Compensation Table
| Name and Principal Position (1) | Year | Salary ($) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | All Other Compensation ($)(6) | Total ($) | | Michael Kirban Co-Founder and Executive Chairman | 2024 | 525,000 | | 1,540,012 | 660,056 | 844,200 | 4,594 | 3,573,863 | | | 2023 | 484,000 | 200,000 | — | 1,649,998 | 907,500 | 4,235 | 3,245,733 | | | 2022 | 475,000 | — | — | — | 76,000 | 8,550 | 559,550 | | Martin Roper Chief Executive Officer | 2024 | 525,000 | | 1,540,012 | 660,056 | 844,200 | 13,125 | 3,582,394 | | | 2023 | 484,000 | 200,000 | — | 1,649,998 | 907,500 | 9,900 | 3,251,398 | | | 2022 | 475,000 | — | — | — | 76,000 | 8,550 | 559,550 | | Corey Baker Chief Financial Officer | 2024 | 375,000 | | 367,986 | 92,008 | 361,800 | 8,625 | 1,205,419 | | | 2023 | 298,636 | 60,000 | 1,049,994 | 350,026 | 410,625 | 6,387 | 2,175,668 | | Jonathan Burth Chief Operating Officer | 2024 | 380,000 | | 367,986 | 92,008 | 366,624 | 11,400 | 1,218,018 | | | 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 | | Charles van Es Chief Sales Officer | 2024 | 375,000 | | 367,986 | 92,008 | 361,800 | 11,250 | 1,208,044 | | | 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 |
Summary Compensation Table
1.Corey Baker joined the Company on March 7, 2023 to serve as our Chief Financial Officer. 2.Amounts reflect certain bonus amounts paid to each of the NEOs for their individual contributions to certain transactions that were consummated during 2023. For additional information on these transaction bonus amount, please see “Bonus Compensation – Transaction Bonuses” in the Compensation Discussion and Analysis above. 3.Amounts reflect the aggregate grant-date fair value of stock restricted stock units granted during fiscal years 2024, 2023 and 2022 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 2 and 14 to our audited consolidated financial statements for the fiscal years ended December 31, 2024, December 31, 2023 and December 31, 2022 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 Year End” table below. The value for each PSU award, as of the grant date, assuming the target level of performance is $440,007 for Messrs. Kirban and Roper, and $91,997 for each of Messrs. Baker, Burth and van Es. Actual vesting could range from 0% to 200% based on performance. 4.Amounts reflect the aggregate grant-date fair value of stock options granted during fiscal years 2024, 2023 and 2022 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 2 and 14 to our audited consolidated financial statements for the fiscal years ended December 31, 2024, December 31, 2023 and December 31, 2022 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 Year End” table below. 5.Amounts reflect annual cash performance-based bonuses under The Vita Coco Company 2021 Plan earned for the years ended December 31, 2024, December 31, 2023 and December 31, 2022. For additional information regarding the annual cash performance-based bonuses, please see the section titled “Fiscal 2024 Bonuses” above. 6.Amounts reflect matching contributions under the Company’s 401(k) plan.
Summary Compensation Table
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Grants of Plan-Based Awards for Fiscal 2024
Grants of Plan-Based Awards for Fiscal 2024 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 Plan, including under the Company’s Annual Cash Incentive Plan and 2025 LTI Bonus, as well as PSUs, RSUs and stock option awards.
Grants of Plan-Based Awards for Fiscal 2024
| | | | 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 (#)(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 $(5) | | Name | Award Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Michael Kirban | Annual Cash Incentive Plan | | 262,500 | 525,000 | 1,050,000 | | | | | | | | | | Option | 3/4/24 | | | | | | | | 62,743 | 26.18 | 660,056 | | | Performance Stock Units | 3/4/24 | | | | | | | 16,807(6) | | | 440,007 | | | Restricted Stock Units | 3/4/24 | | | | | | | 42,017 | | | 1,100,005 | | Martin Roper | Annual Cash Incentive Plan | | 262,500 | 525,000 | 1,050,000 | | | | | | | | | | Option | 3/4/24 | | | | | | | | $62,743 | 26.18 | 660,056 | | | Performance Stock Units | 3/4/24 | | | | | | | 16,807(6) | | | 440,007 | | | Restricted Stock Units | 3/4/24 | | | | | | | 42,017 | | | 1,100,005 | | Jonathan Burth | Annual Cash Incentive Plan | | 114,000 | 228,000 | 456,000 | | | | | | | | | | Option | 3/4/24 | | | | | | | | 8,746 | 26.18 | 92,008 | | | Performance Stock Units | 3/4/24 | | | | | | | 3,514,(6) | | | 91,997 | | | Restricted Stock Units | 3/4/24 | | | | | | | 10,542 | | | 275,990 | | Corey Baker | Annual Cash Incentive Plan | | 112,500 | 225,000 | 450,000 | | | | | | | | | | Option | 3/4/24 | | | | | | | | 8,746 | 26.18 | 92,008 | | | Performance Stock Units | 3/4/24 | | | | | | | 3,514(6) | | | 91,997 | | | Restricted Stock Units | 3/4/24 | | | | | | | 10,542 | | | 275,990 | | Charles van Es | Annual Cash Incentive Plan | | 112,500 | 225,000 | 450,000 | | | | | | | | | | Option | 3/4/24 | | | | | | | | 8,746 | 26.18 | 92,008 | | | Performance Stock Units | 3/4/24 | | | | | | | 3,514(6) | | | 91,997 | | | Restricted Stock Units | 3/4/24 | | | | | | | 10,542 | | | 275,990 |
Grants of Plan-Based Awards for Fiscal 2024
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 2024 under the 2021 Plan as described under ‘‘Bonus Compensation – Fiscal 2024 Bonus’’ in the Compensation Discussion and Analysis. The payment for these awards have already been determined and were paid in February 2025 to the NEO’s and disclosed in the Summary Compensation Table.
Grants of Plan-Based Awards for Fiscal 2024
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Grants of Plan-Based Awards for Fiscal 2024
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 NEO’s continued service through the applicable vesting date. 3.Generally, 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. 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. 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 2024 Annual Report. 6.The PSUs vest upon the attainment of certain performance goals of the Company as described under ‘‘Long-Term Incentive Compensation – 2024 Equity Grants’’ in the Compensation Discussion and Analysis.
Grants of Plan-Based Awards for Fiscal 2024
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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, 2024.
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 | — | — | — | — | | | 223,880 | 74,627(3) | — | 15.00 | 10/21/2031 | — | — | — | — | | | 11,719 | 35,156(4) | | 16.91 | 3/10/2033 | | | | | | | — | — | 185,133(5) | 16.91 | 3/10/2033 | — | — | — | — | | | | 62,743(6) | — | 26.18 | 3/4/2034 | — | — | — | — | | | — | — | — | — | — | 42,017(6) | 1,550,847 | — | — | | | — | — | — | — | — | 16,807(7) | 620,346 | — | — | | Martin Roper | 579,670 | — | — | 10.18 | 9/19/2029 | — | — | — | — | | | 20,476 | | 20,474(2) | 10.18 | 1/11/2031 | — | — | — | — | | | 223,880 | 74,627(3) | — | 15.00 | 10/21/2031 | — | — | — | — | | | 11,719 | 35,156(4) | — | 16.91 | 3/10/2033 | — | — | — | — | | | — | — | 185,133(5) | 16.91 | 3/10/2033 | — | — | — | — | | | | 62,743(6) | — | 26.18 | 3/4/2034 | | | | | | | — | — | — | — | — | 42,017(6) | 1,550,847 | — | — | | | — | — | — | — | — | 16,807(7) | 620,346 | — | — | | Jonathan Burth | 73,077 | — | — | 10.18 | 12/16/2029 | — | — | — | — | | | 204,750(8) | | — | 10.18 | 2/10/2030 | — | — | — | — | | | 18,200(9) | | 50,050(9) | 10.18 | 2/10/2030 | — | — | — | — | | | 11,375 | 11,375(10) | — | 10.18 | 1/11/2031 | — | — | — | — | | | 5,687 | | 5,688(2) | 10.18 | 1/11/2031 | | | | | | | 43,532 | 14,511(3) | — | 15.00 | 10/21/2031 | — | — | — | — | | | — | 42,980(11) | — | 15.36 | 8/15/2032 | — | — | — | — | | | 3,551 | 10,654(4) | — | 16.91 | 3/10/2033 | — | — | — | — | | | — | — | 14,025(5) | 16.91 | 3/10/2033 | — | — | — | — | | | | 8,746(6) | — | 26.18 | 3/4/2034 | | | — | — | | | — | — | — | — | — | 2,917(3) | 107,666 | — | — | | | — | — | — | — | — | 58,594(11) | 2,162,705 | — | — | | | — | — | — | — | — | 4,435(12) | 163,696 | | | | | | | | | | 5,914(13) | 218,286 | | | | | — | — | — | — | — | 10,542(6) | 389,105 | | | | | | | | | | 3,514(7) | 129,702 | | |
Outstanding Equity Awards at Fiscal Year-End
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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 ($) | | Corey Baker | 3,551 | 10,654(4) | — | 16.91 | 3/10/2033 | — | — | — | — | | | 5,392 | 8,089(14) | — | 24.35 | 5/10/2033 | — | — | — | — | | | 4,618 | 6,929(14) | — | 27.59 | 8/7/2033 | — | — | — | — | | | — | 8,746(6) | — | 26.18 | 3/4/2034 | | | | | | | | | | | | 13,306(12) | 491,124 | | | | | | | | | | 9,240(14) | 341,048 | | | | | | | | | | 8,155(14) | 301,001 | | | | | | | | | | 10,542(6) | 389,105 | | | | | | | | | | 3,514(7) | 129,702 | | | | Charles van Es | — | — | — | 10.18 | 12/16/2029 | — | — | — | — | | | 113,750(8) | — | — | 10.18 | 2/10/2030 | — | — | — | — | | | 9,100 | 9,100(10) | — | 10.18 | 1/11/2031 | — | — | — | — | | | 4,550 | — | 4,550(2) | 10.18 | 1/11/2031 | | | | | | | 43,532 | 14,511(3) | — | 15.00 | 10/21/2031 | — | — | — | — | | | — | 42,980(11) | — | 15.36 | 8/15/2032 | — | — | — | — | | | 3,551 | 10,654(4) | — | 16.91 | 3/10/2033 | — | — | — | — | | | — | — | 14,025(5) | 16.91 | 3/10/2033 | — | — | — | — | | | — | 8,746(6) | | 27.59 | 3/4/2034 | | | | | | | — | — | — | — | — | 9,583(3) | 353,709 | — | — | | | — | — | — | — | — | 58,594(11) | 2,162,705 | — | — | | | — | — | — | — | — | 4,435(12) | 163,696 | | | | | | | | | | 5,914(13) | 218,286 | | | | | — | — | — | — | — | 10,542(6) | 389,105 | | | | | | | | | | 3,514(7) | 129,702 | | |
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 31, 2024, the last trading day of the year ($36.91). 2.The options were earned when certain performance conditions were met and vested 50% on January 11, 2023 and 50% on January 11, 2025, subject to the NEO’s continued service through the applicable vesting date. 3.The options or restricted stock units 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. 4.The options or RSUs vest over four years in four equal annual installments starting on March 10, 2024, subject to the NEO’s continued service through the applicable vesting date. 5.The options vest 100% upon the attainment of certain performance conditions by the end of calendar year 2025. If such performance conditions are not attained in calendar year 2025 but are met in calendar year 2026, 50% of such options vest subject to the NEO's’s continued service through the applicable vesting date. 6.The options or restricted stock units vest over four years in equal annual installments starting on March 4, 2025, subject to the NEO’s continued service through the applicable vesting date. 7.These stock awards vest up to 200% upon the attainment of certain performance conditions by the end of calendar year 2026, subject to the NEO’s continued service through the applicable vesting date.
Outstanding Equity Awards at Fiscal Year-End
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Outstanding Equity Awards at Fiscal Year-End
8.The options were fully vested on February 10, 2024. 9.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 were deemed satisfied by our Compensation Committee in February 2024. 10.The options vest 50% on January 11, 2023 and 50% on January 11, 2025, subject to the NEO’s continued service through the applicable vesting date. 11.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. 12.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. 13.The stock awards vest, if at all: (a)100% upon the attainment of certain performance conditions by the end of calendar year 2025 and (b) 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. 14.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.
Outstanding Equity Awards at Fiscal Year-End
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Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table shows information about options exercised or shares acquired on vesting during 2024.
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 | 912 | 34,225 | — | — | | | 14,836 | 558,012 | — | — | | | 20,000 | 700,000 | — | — | | | — | — | 2,916 | 103,868 | | | — | — | 1,479 | 37,079 | | Corey Baker | — | — | 16,032 | 401,922 | | Charles van Es | 2,805 | 84,332 | — | — | | | 6,700 | 201,302 | — | — | | | 6,123 | 183,745 | — | — | | | 4,372 | 131,160 | — | — | | | 500 | 15,500 | — | — | | | 9,675 | 310,616 | — | — | | | 9,500 | 294,776 | — | — | | | — | — | 1,479 | 37,079 | | | — | — | 9,583 | 341,346 |
Option Exercises and Stock Vested
1.The values realized are based on the actual sales price of our common stock on the applicable exercise or vesting date. If the stock acquired was not sold on the day of exercise or vesting (as applicable), the market price was determined as the closing price of the stock on the Nasdaq Stock Market on the exercise date.
Option Exercises and Stock Vested
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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 in 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, 2024 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.
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) | 525,000 | 525,000(2) | — | | Annual Incentive Bonus | — | — | — | | Accelerated Vesting of Equity | — | — | 8,812,207 | | Insurance Benefits(5) | — | — | — | | Other Fringe Benefits | — | — | — | | Total | 525,000 | 525,000 | 8,812,207 | | Martin Roper | | | | | Severance(3) | 525,000 | — | — | | Annual Incentive Bonus(4) | 525,000 | — | — | | Accelerated Vesting of Equity | | — | 8,812,207 | | Insurance Benefits(5) | | — | — | | Other Fringe Benefits (6) | 65,000 | — | — | | Total | 1,115,000 | — | 8,812,207 | | Jonathan Burth | | | | | Severance(3) | 380,000 | — | — | | Annual Incentive Bonus(4) | 228,000 | — | — | | Accelerated Vesting of Equity | — | — | 6,448,682 | | Insurance Benefits(5) | — | — | — | | Other Fringe Benefits | — | — | — | | Total | 608,000 | — | 6,448,682 |
Potential Payments Upon Termination of Employment or Change of Control
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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) | 281,250 | — | — | | Annual Incentive Bonus(4) | 131,250 | — | — | | Accelerated Vesting of Equity | — | — | 5,253,326 | | Insurance Benefits(5) | — | — | — | | Other Fringe Benefits | — | — | — | | Total | 350,000 | — | 5,253,326 | | Corey Baker | | | | | Severance(3) | 375,000 | — | — | | Annual Incentive Bonus(4) | 225,000 | — | — | | Accelerated Vesting of Equity | — | — | 1,995,380 | | Insurance Benefits(5) | — | — | — | | Other Fringe Benefits | — | — | — | | Total | 600,000 | — | 1,995,380 |
Potential Payments Upon Termination of Employment or Change of Control
1.The amount in the table includes: (i) the unvested restricted stock units valued at the market price of our common stock on December 31, 2024 ($36.91); and (ii) the unvested stock option awards multiplied by the excess, if any, of the market price of our common stock on December 31, 2024 ($36.91) 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. 2.For Mr. Kirban only, an amount equal to one year of his base salary shall become payable upon his death or disability. 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 seventeen (17) full years of service and one (3) months for Mr. van Es with nine (9) full years of service as of December 31, 2024). 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. 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. 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 $65,000 for costs related to apartment rental in New York City and furniture lease payments.
Potential Payments Upon Termination of Employment or Change of Control
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Director Compensation
Director Compensation Our Non-Employee Board Compensation Policy establishes the compensation of our non-employee directors. In December 2024, the Board approved an Amended and Restated Non-Employee Director Policy, effective as of December 4, 2024. The following table reflects the compensation elements for non-employee directors for each year of service on the Board of Directors under the Amended and Restated Non-employee Director Compensation Policy, effective as of December 4, 2024.
Director Compensation Table
Director Compensation Table The following table sets forth the compensation of the non-employee directors for fiscal year 2024, other than reimbursement for travel expenses.
Director Compensation Table
| Name(1) | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3)(4)( | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation ($) | All Other Compensation ($) | Total ($) | | Aishetu Fatima Dozie(5) | 55,113 | 93,028 | — | — | — | — | 148,141 | | John Leahy | 55,113 | 93,028 | — | — | — | — | 148,141 | | Ira Liran | 40,083 | 93,028 | — | — | — | — | 133,111 | | Eric Melloul(6) | 50,102 | 93,028 | — | — | — | — | 143,130 | | Jane C. Morreau(7) | 80,165 | 93,028 | — | — | — | — | 173,193 | | Kenneth Sadowsky | 52,608 | 93,028 | — | — | — | — | 145,636 | | John Zupo(8) | 40,083 | 93,028 | — | — | — | — | 133,111 |
Director Compensation Table
1.Messrs. Kirban and Roper are not included in this table as they are NEOs of the Company and receive no additional compensation for their service as directors. 2.The difference in fees earned or paid reflects each individual’s membership and/or chairperson appointment service on Board committees. 3.Amounts reflect the aggregate grant-date fair value of RSUs granted in fiscal year 2024 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, 2024 included in our 2024 Annual Report. 4.These stock awards were awarded on June 4, 2024 and December 4, 2024, respectively. Each non-employee director received the annual equity award which consisted of 2,490 RSUs and a second off-cycle grant of 629 RSUs. Grant date fair values were calculated at the closing market price on the grant date. The number of unvested RSUs outstanding for each of our directors as of December 31, 2024 was 3,119. 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. 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. 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. 8.The director has elected to defer delivery of the shares underlying the RSUs until the fifth calendar year after the grant date.
Director Compensation Table
| The Vita Coco Company, Inc. | 61 | 2025 Proxy Statement |
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 2024, to identify the median employee as well as to determine the annual total compensation of our median employee, we took the following steps: •We determined that as of December 31, 2024, our employee population consisted of approximately 324 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. •We identified the “median employee” by examining 2024 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, 2024. •We identified our median employee using this compensation measure, which was consistently applied to all our employees included in the calculation. For 2024, our last completed fiscal year: •The annual total compensation of our median employee was $102,762; and •Mr. Roper’s total annual compensation, as set forth in the Summary Compensation Table, was $3,582,394. Based on this information, for 2024, the ratio of the annual total compensation of our CEO, to the total compensation of the median employee was 35 to 1.
CEO Pay Ratio
| The Vita Coco Company, Inc. | 62 | 2025 Proxy Statement |
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 36.
Pay Versus Performance
| | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for PEO(1) ($) | 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) ($) | Total Shareholder Return(5) ($) | Peer Group Total Shareholder Return(6) ($) | Net Income - Continuing Operations (millions)(7) ($) | Company Selected Measure: Adjusted EBITDA(8) ($) | | 2024 | 3,582,394 | 6,831,848 | 1,801,336 | 3,809,490 | 330.44 | 91.99 | 55.952 | 84.127 | | 2023 | 3,251,398 | 13,723,001 | 1,695,541 | 3,929,394 | 229.63 | 100.79 | 46.629 | 68.169 |
Pay Versus Performance
1.Mr. Roper served as CEO, who is our PEO, for each of the years in the table. 2.The following table provides information regarding the calculation for the CAP to Mr. Roper for fiscal years 2024 and 2023:
Pay Versus Performance
| PEO | 2024 ($) | 2023 ($) | | Reported Summary Compensation Table Total for PEO | 3,582,394 | 3,251,398 | | (-) Average Reported Value of Equity Awards | -2,200,069 | -1,649,998 | | (+) Average Year End Fair Value of Equity Awards | 3,320,516 | 3,178,142 | | (+/-) Year Over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards | 1,474,537 | 1,482,303 | | (+/-) Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | 654,470 | 7,461,156 | | (+/-) Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | — | — | | (+) Average Value of Dividends Paid on Stock Awards not Otherwise Reflected in Fair Value or Total Compensation | — | — | | Compensation Actually Paid to PEO | 6,831,848 | 13,723,001 |
Pay Versus Performance
3.Messrs. Kirban, Burth, van Es and Baker served as non-PEO NEOs for fiscal years 2024 and 2023.
Pay Versus Performance
| The Vita Coco Company, Inc. | 63 | 2025 Proxy Statement |
Pay Versus Performance
4.The following table provides information regarding the calculation for the CAP to the non-PEO NEOs for fiscal years 2024 and 2023:
Pay Versus Performance
| Average for Non-PEO NEOs | 2024 ($) | 2023 ($) | | Average Reported Summary Compensation Table Total for Non-PEO NEOs | 1,801,336 | 1,695,541 | | (-) Average Reported Value of Equity Awards | -895,013 | -800,007 | | (+) Average Year End Fair Value of Equity Awards | 1,339,391 | 1,288,323 | | (+/-) Year Over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards | 1,337,486 | 1,433,081 | | (+/-) Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | 226,291 | 312,456 | | (+/-) Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | — | — | | (+) Average Value of Dividends Paid on Stock Awards not Otherwise Reflected in Fair Value or Total Compensation | — | — | | Average Compensation Actually Paid to Non-PEO NEOs | 3,809,490 | 3,929,394 |
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. 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. 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. 8.The amounts shown in this column are in millions and reflect the Company’s Adjusted EBITDA. For additional detail on the reconciliation from EBITDA to Adjusted EBITDA see “Non-GAAP Financial Measures” on page 49 of our 2024 Annual Report; and on page 47 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the "2023 Annual Report"). 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:
Director Nominee Agreement
Director Nominee Agreement Mr. Melloul, a director appointed by Verlinvest under the Investor Rights Agreement and strategic advisor to Verlinvest, previously 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 this nominee agreement, 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 Mr. Melloul 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.