UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

SCHEDULE 14A

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

The Vita Coco Company, Inc.

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

 

NOTICE & PROXY STATEMENT

Annual Meeting of Stockholders

June 4, 2024

9:00 a.m. (Eastern Time)

THE VITA COCO COMPANY, INC.

250 PARK AVENUE SOUTH, 7^TH FLOOR

NEW YORK, NEW YORK 10003

 

April 23, 2024

To Our Stockholders:

You are cordially invited to attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of The Vita Coco Company, Inc. (the “Company”) at 9:00 a.m. Eastern Time, on Tuesday, June 4, 2024. The Annual Meeting will be a completely virtual meeting conducted via live webcast.

The Notice of Meeting and Proxy Statement on the following pages describes the matters to be presented at the Annual Meeting. Please see the section called “Who can attend the Annual Meeting?” on page 3 of the Proxy Statement for more information about how to attend the meeting online.

Whether or not you attend the Annual Meeting online, it is important that your shares be represented and voted at the Annual Meeting. Therefore, we urge you to promptly vote and submit your proxy by phone, via the Internet, or, if you received paper copies of these materials, by signing, dating and returning the enclosed proxy card in the enclosed envelope, which requires no postage if mailed in the United States. If you have previously received our Notice of Internet Availability of Proxy Materials, then instructions regarding how you can vote are contained in that notice. If you have received a proxy card, then instructions regarding how you can vote are contained on the proxy card. If you decide to virtually attend the Annual Meeting, you will be able to vote online, even if you have previously submitted your proxy.

Thank you for your support.

Sincerely,

 

Martin Roper

To Our Stockholders

 

Recommendations of the Board

The Board of Directors of the Company (the “Board”) recommends that you vote your shares as indicated below. If you return a properly completed proxy card, or vote your shares by telephone or Internet, your shares of common stock will be voted on your behalf as you direct. If not otherwise specified, the shares of common stock represented by the proxies will be voted, and the Board recommends that you vote:

If any other matter properly comes before the stockholders for a vote at the Annual Meeting, the proxy holders named on the Company’s proxy card will vote your shares in accordance with their best judgment.

Information About This Proxy Statement

Why you received this Proxy Statement. You are viewing or have received these proxy materials because Vita Coco’s Board is soliciting your proxy to vote your shares at the Annual Meeting. This Proxy Statement includes information that we are required to provide to you under the rules of the Securities and Exchange Commission (“SEC”) and that is designed to assist you in voting your shares.

Notice of Internet Availability of Proxy Materials. As permitted by SEC rules, Vita Coco is making this Proxy Statement and its 2023 Annual Report available to its stockholders electronically via the Internet. On or about April 23, 2024, we commenced mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Internet Notice”) containing instructions on how to access this Proxy Statement and our 2023 Annual Report and vote online. If you received an Internet Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you specifically request them. Instead, the Internet Notice instructs you on how to access and review all of the important information contained in the Proxy Statement and 2023 Annual Report.

The Internet Notice also instructs you on how you may submit your proxy over the Internet. If you received an Internet Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials contained on the Internet Notice.

Printed Copies of Our Proxy Materials. If you received printed copies of our proxy materials, then instructions regarding how you can vote are contained on the proxy card included in the materials.

Householding. The SEC’s rules permit us to deliver a single set of proxy materials to one address shared by two or more of our stockholders. This delivery method is referred to as “householding” and can result in significant cost savings. To take advantage of this opportunity, we have delivered only one set of proxy materials to multiple stockholders who share an address, unless we received contrary instructions from the impacted stockholders prior to the mailing date. We agree to deliver promptly, upon written or oral request, a separate copy of the proxy materials, as requested, to any stockholder at the shared address to which a single copy of those documents was delivered. If you prefer to receive separate copies of the proxy materials, contact Broadridge Financial Solutions, Inc. at 1-800-690-6903 or in writing at Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717.

If you are currently a stockholder sharing an address with another stockholder and wish to receive only one copy of future proxy materials for your household, please contact Broadridge at the above phone number or address.

Forward-Looking Statements. This Proxy Statement includes forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are intended to enjoy the protection of the safe harbor for forward-looking statements provided by the Exchange Act as well as protections afforded by other federal securities laws. All statements other than statements of historical or current facts, including statements regarding our plans and goals (including statements regarding our environmental, social, and other sustainability plans, goals, commitments and strategies), made in this document are forward-looking. We use words such as “anticipates,” “believes,” “expects,” “future,” “intends,” and similar expressions to identify forward-looking statements. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Actual results could differ materially for a variety of reasons. Risks and uncertainties that could cause our actual results to differ significantly from management’s expectations are described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and in our subsequent SEC filings, which are available at http://www.sec.gov. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document. We undertake no obligation to revise or update any of the forward-looking statements or information, which speak as of their respective dates.

 

Proposals to be Voted on

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.

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.

Vote required

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.

RECOMMENDATION OF THE BOARD OF DIRECTORS

The Board of Directors unanimously recommends a vote FOR the election of each of the below Class III Director nominees.

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

The nominees for election to the Board are Class III Directors are as follows:

The principal occupations and business experiences for at least the past five years of each Class III Director nominee for election at the 2024 Annual Meeting are as follows:

Continuing members of the Board of Directors:

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:

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

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:

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

Board Diversity Matrix

Throughout the director selection and nomination process, the Nominating, Environmental, Social and Corporate Governance Committee (the “Nominating and ESG Committee”) and the Board seek to achieve diversity within the Board with a broad array of viewpoints and perspectives that are representative of our global business. The Nominating and ESG Committee adheres to the Company’s philosophy of maintaining an environment free from discrimination on the basis of race, color, religion, sex, sexual orientation, gender identity, age, national origin, disability, veteran status or any other protected category under applicable law. This process is designed to provide that the Board includes members with diverse backgrounds, perspectives and experience, including appropriate financial and other expertise relevant to the business of the Company.

The table below reports the diversity of our Board members. Each of the categories listed in the table below has the meaning set forth in Nasdaq Rule 5605(f).

Board Skills and Attributes

The Board looks for its current and potential directors to have a broad range of attributes, viewpoints and experiences that can be leveraged in order to benefit the Company and its shareholders and align with the evolving needs of our long-term business strategy. We believe our three director nominees, along with our other incumbent directors, bring a diverse and well-rounded range of attributes, viewpoints and experiences to the Board. All directors are also expected to possess personal qualities such as leadership skills, strong character, good judgment and a reputation of integrity and adherence to the highest ethical standards.

The matrix below summarizes some of skills and attributes of our current Board members relevant to service on our Board:

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm

Our Audit Committee has appointed Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024. Our Board has directed that this appointment be submitted to our stockholders for ratification at the Annual Meeting. Although ratification of our appointment of Deloitte & Touche LLP is not required, we value the opinions of our stockholders and believe that stockholder ratification of our appointment is a good corporate governance practice.

Deloitte & Touche LLP also served as our independent registered public accounting firm for the fiscal year ended December 31, 2023. Neither the accounting firm nor any of its members has any direct or indirect financial interest in, or any connection with, the Company in any capacity other than as our auditors, providing audit and non-audit services. A representative of Deloitte & Touche LLP is expected to attend the 2024 Annual Meeting and to have an opportunity to make a statement and be available to respond to appropriate questions from stockholders.

In the event that the appointment of Deloitte & Touche LLP is not ratified by the stockholders, the Audit Committee will consider this fact when it appoints the independent auditors for the fiscal year ending December 31, 2025. Even if the appointment of Deloitte & Touche LLP is ratified, the Audit Committee retains the discretion to appoint a different independent auditor at any time if it determines that such a change is in the interest of the Company.

Vote Required

This proposal requires the affirmative vote of the holders of a majority in voting power of the votes cast (excluding abstentions and broker non-votes). Abstentions are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal. Because brokers have discretionary authority to vote on the ratification of the appointment of Deloitte & Touche LLP, we do not expect any broker non-votes in connection with this proposal.

Recommendation of the Board of Directors

The Board of Directors unanimously recommends a vote FOR the Ratification of the Appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.

Report of the Audit Committee of the Board of Directors

The Audit Committee has reviewed the audited consolidated financial statements of The Vita Coco Company, Inc. (the “Company”) for the fiscal year ended December 31, 2023 and has discussed these financial statements with management and the Company’s independent registered public accounting firm. The Audit Committee has also received from, and discussed with, the Company’s independent registered public accounting firm various communications that such independent registered public accounting firm is required to provide to the Audit Committee, including the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the Securities and Exchange Commission.

The Company’s independent registered public accounting firm also provided the Audit Committee with a formal written statement required by PCAOB Rule 3526 (Communications with Audit Committees Concerning Independence) describing all relationships between the independent registered public accounting firm and the Company, including the disclosures required by the applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence. In addition, the Audit Committee discussed with the independent registered public accounting firm its independence from the Company.

Based on its discussions with management and the independent registered public accounting firm, and its review of the representations and information provided by management and the independent registered public accounting firm, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

Jane C. Morreau (Chair)

Aishetu Fatima Dozie

John Leahy

Independent Registered Public Accounting Firm Fees and Other Matters

The following table summarizes the fees of Deloitte & Touche LLP, our independent registered public accounting firm, billed to us for each of the last two fiscal years for audit services and billed to us in each of the last two fiscal years for other services:

Audit Fees

Audit fees for the fiscal year ended December 31, 2023 and December 31, 2022 relate primarily to the audit and quarterly reviews of our consolidated financial statements, services that are normally provided in connection with statutory and regulatory filings or engagements, comfort letter consents and reviews of registration statements. The 2023 fees for the registration statements and related comfort letter consents were $145,000.

Audit Related Fees

Audit related fees include fees reasonably related to the performance of the audit or review of our financial statements, which are not already reported under Audit Fees.

Tax Fees

Tax fees for the fiscal year ended December 31, 2023 and 2022 include professional services rendered for tax compliance, tax advice and tax planning.

All Other Fees

All other fees include professional services rendered that are not reflected in the other categories, including licensing fees paid for accounting research software.

Audit Committee Pre-Approval Policy and Procedures

The Audit Committee has adopted a policy that sets forth the procedures and conditions pursuant to which audit and non-audit services proposed to be performed by the independent auditor may be pre-approved (the “Pre-Approval Policy”). The Pre-Approval Policy generally provides that we will not engage Deloitte & Touche LLP to render any audit, audit-related, tax or permissible non-audit service unless the service is either: (i) explicitly approved by the Audit Committee (“specific pre-approval”); or (ii) entered into pursuant to the pre-approval policies and procedures described in the Pre-Approval Policy (“general pre-approval”). Unless a type of service to be provided by Deloitte & Touche LLP has received general pre-approval under the Pre-Approval Policy, it requires specific pre-approval by the Audit Committee or by a designated member of the Audit Committee to whom the committee has delegated the authority to grant pre-approvals. Any proposed services exceeding pre-approved cost levels or budgeted amounts will also require specific pre-approval. For both types of pre-approval, the Audit Committee will consider whether such services are consistent with the

SEC’s rules on auditor independence. The Audit Committee will also consider whether the independent auditor is best positioned to provide the most effective and efficient service, for reasons such as its familiarity with the Company’s business, people, culture, accounting systems, risk profile and other factors, and whether the service might enhance the Company’s ability to manage or control risk or improve audit quality. All such factors will be considered as a whole, and no one factor should necessarily be determinative. The Audit Committee may review and pre-approve the services (and related fee levels or budgeted amounts) that may be provided by Deloitte & Touche LLP without first obtaining specific pre-approval from the Audit Committee. The Audit Committee may revise the list of general pre-approved services from time to time, based on subsequent determinations. The Audit Committee pre-approved all services performed since the pre-approval policy was adopted.

Executive Officers

The following table identifies our current executive officers:

Corporate Governance

General

Our Board has adopted corporate governance guidelines (the “Corporate Governance Guidelines”), a code of business conduct and ethics (the “Code of Business Conduct and Ethics”), and charters for our Nominating and ESG Committee, Audit Committee and Compensation Committee to assist the Board in the exercise of its responsibilities and to serve as a framework for the effective governance of the Company. You can access our current committee charters, our Corporate Governance Guidelines, and our Code of Business Conduct and Ethics in the “Corporate Governance” section of our website located at https://investors.thevitacococompany.com, or by writing to our Corporate Secretary at our office at 250 Park Avenue South, 7th Floor, New York, New York 10003.

Board Composition

Our Board currently consists of nine members: Aishetu Fatima Dozie, Michael Kirban, John Leahy, Ira Liran, Eric Melloul, Jane C. Morreau, Martin Roper, Kenneth Sadowsky and John Zupo.

As set forth in our 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 expiring will be elected to serve from the time of election and qualification until the third annual meeting following election. Our Second Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws provide that the authorized number of directors may be changed only by resolution of the Board, subject to the terms of the Investor Rights Agreement. 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, our directors may be removed only for cause by the affirmative vote of the holders of at least two-thirds in voting power of the outstanding shares of our capital stock entitled to vote in the election of directors.

The Board, in consultation with the Nominating and ESG Committee, has determined that a classified board structure continues to be appropriate for the Company. Our future success depends in significant part on the in-depth knowledge of our business and operations by our directors. We believe that a classified board, with responsible refreshment, promotes stability, continuity and experience among our directors, which is essential to developing and implementing long-term strategies, while resisting the pressure to focus on short-term results at the expense of enhancing long-term value and success. We believe our classified board structure remains the appropriate structure at this point in time due to the circumstances described above, and we intend to review this topic annually.

Investor Rights Agreement

In connection with our IPO in 2021, we entered into the Investor Rights Agreement pursuant to which certain of our stockholders have 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: (i) Verlinvest is entitled to nominate (a) three directors for election to our Board for so long as it holds, directly or indirectly, in the aggregate at least 30% or more of our outstanding common stock, (b) two directors for election to our Board for so long as it holds, directly or indirectly, less than 30% but at least 20% of our outstanding common stock, and (c) one director for election to our Board for so long as it holds, directly or indirectly, less than 20% but at least 10% of our outstanding common stock; (ii) Michael Kirban, our Co-Founder, Executive Chairman and Chairman of the Board, is entitled to nominate (a) two directors for election to our Board for so long as he holds, directly or indirectly, together with his affiliates and certain permitted transferees, at least 2.5% or more of our outstanding common stock, and (b) one director for election to our Board until the later of such time as Mr. Kirban (1) ceases to be employed by the Company and (2) together with his affiliates and certain permitted transferees, beneficially owns, directly or indirectly, less than 1% of our outstanding common stock; and (iii) Ira Liran, our co-founder and member of our Board, is entitled to nominate one director for election to our Board from time to time and until the later of such time as Mr. Liran (a) ceases to be employed by the Company, and (b) together with his affiliates and certain of his permitted transferees, beneficially owns, directly or indirectly, less than 1% of our outstanding common stock.

Furthermore, each of 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 “Removal Notice”). If the director subject to such Removal Notice does not resign within thirty days from receipt thereof by such director, Verlinvest, Michael Kirban and Ira Liran, as holder of common stock, the Company and the Board, to the fullest extent permitted by law and, with respect to the Board, subject to its fiduciary duties to the Company’s stockholders, shall thereafter take all necessary action, including voting in accordance with the Investor Rights Agreement to cause the removal of such director from the Board (and such director shall only be removed by the parties to the Investor Rights Agreement in such manner as provided).

Pursuant to the terms of the Investor Rights Agreement, Verlinvest previously 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. During 2023, in connection with two secondary offerings, Verlinvest sold a total of 9,750,000 shares of the Company’s outstanding common stock, resulting in a reduction in its shares held from approximately 36.6% to 19.1% of the Company’s outstanding common stock. As a result of this decrease in the shares held, Verlinvest right to nominate three directors for election under the Investor Rights Agreement was reduced to the right to nominate one director for election. In connection with the Annual Meeting, Verlinvest has nominated Eric Melloul, a Class III Director, as its nominee under the Investor Rights Agreement. Although Ms. Dozie and Mr. Leahy were originally designated by Verlinvest as two of its three director nominees, the Nominating & ESG Committee has reviewed and reclassified the status of these directors who we expect to continue to serve for the remainder of their terms.

Director Independence

Aishetu Fatima Dozie, John Leahy, Eric Melloul, Jane C. Morreau and Kenneth Sadowsky each qualify as “independent” in accordance with the listing requirements of Nasdaq. The Nasdaq independence definition includes a series of objective tests, including that the director is not, and has not been for at least three years, one of our employees and that neither the director nor any of their family members has engaged in various types of business dealings with us. In addition, as required by Nasdaq rules, our Board has made a subjective determination as to each independent director that no relationships exist, which, in the opinion of our Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, our Board reviewed and discussed information provided by the directors and us with regards to each director’s business and personal activities and relationships as they may relate to us and our management, including that Eric Melloul is affiliated with one of our significant stockholders. There are no family relationships among any of our directors or executive officers.

Director Candidates

Subject to the contractual rights under the Investor Rights Agreement, the Nominating and ESG Committee is primarily responsible for searching for qualified director candidates for election to the Board and filling vacancies on the Board. To facilitate the search process, the Nominating and ESG Committee may solicit current directors and executives of the Company for the names of potentially qualified candidates or ask directors and executives to pursue their own business contacts for the names of potentially qualified candidates. The Nominating and ESG Committee may also consult with outside advisors or retain search firms to assist in the search for qualified candidates or consider director candidates recommended by our stockholders. Once potential candidates are identified, the Nominating and ESG Committee reviews the backgrounds of those candidates, evaluates candidates’ independence from the Company and potential conflicts of interest and determines if candidates meet the qualifications desired by the Nominating and ESG Committee for candidates for election as a director. Pursuant to the terms of the Investor Rights Agreement and in connection with the IPO, Verlinvest designated Mr. Melloul as a Class III Director and Mr. Liran designated himself as a Class III Director with each standing for re-election this year.

In evaluating the suitability of individual candidates (both new candidates and current Board members), the Nominating and ESG Committee, in recommending candidates for election, and the Board, in approving (and, in the case of vacancies, appointing) such candidates, may take into account many factors, including: personal and professional integrity, ethics and values; experience in corporate management, such as serving as an officer or former officer of a publicly held company; strong finance experience; relevant policy concerns; experience relevant to the Company’s industry; experience as a board member or executive officer of another publicly held company; relevant expertise or other proficiency in an area of the Company’s operations; diversity of expertise and experience in substantive matters pertaining to the Company’s business relative to other board

members; financial expertise, diversity of background and perspective, including, but not limited to, with respect to age, gender, race, place of residence and specialized experience; practical and mature business judgment, including, but not limited to, the ability to make independent analytical inquiries; and any other relevant qualifications, attributes or skills. The Board evaluates each individual in the context of the Board as a whole, with the objective of assembling a group that can best perpetuate the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of experience in these various areas. In determining whether to recommend a director for re-election, the Nominating and ESG Committee may also consider the director’s past attendance at meetings and participation in and contributions to the activities of the Board.

Stockholders may recommend individuals to the Nominating and ESG Committee for consideration as potential director candidates by submitting the names of the recommended individuals, together with appropriate biographical information and background materials, to the Nominating and ESG Committee, c/o Secretary, The Vita Coco Company, Inc., 250 Park Avenue South, 7th Floor, New York, New York 10003. In the event there is a vacancy, and assuming that appropriate biographical and background material has been provided on a timely basis and in accordance with our Bylaws, the Nominating and ESG Committee will evaluate stockholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others.

Board Leadership Structure

Our Board is currently chaired by Michael Kirban, our Executive Chairman. Our Corporate Governance Guidelines provide that, if the chairperson of the Board is a member of management or does not otherwise qualify as independent, the independent directors of the Board may elect an independent lead director. Eric Melloul currently serves as our independent lead director. The independent lead director’s responsibilities include, but are not limited to: presiding over all meetings of the Board at which the chairperson is not present, including any executive sessions of the independent directors; providing input on Board meeting schedules and agendas; and acting as the liaison between the independent directors and the Chief Executive Officer (“CEO”) and chairperson of the Board.

The Board believes that Mr. Melloul’s significant business, financial and investment experience along with experience on other private and public company boards allows Mr. Melloul to provide leadership and help guide the Board’s independent oversight of the Company’s risk exposure through the lead director role in acting as a liaison between the independent directors, non-management directors, CEO, and Chair of the Board, providing input to the Chair with respect to information provided to the Board and advising on Board meeting schedules and agendas.

Our Board believes that our current leadership structure promotes effectiveness, encourages independent viewpoints and allows for proper oversight. Our Board has determined that combining the roles of Chair of the Board and Executive Chairman is in the best interests of our Company and its stockholders at this time because it promotes unified leadership by Mr. Kirban and allows for a single, clear focus for management to execute the Company’s strategy and business plans. For these reasons and because of the strong leadership of Mr. Kirban, our Board has concluded that our current leadership structure is appropriate at this time. Our Corporate Governance Guidelines provide flexibility for our Board to modify our leadership structure and our Board will continue to periodically review our leadership structure and may make such changes in the future as it deems appropriate.

Role in Risk Oversight

Risk assessment and oversight are an integral part of our governance and management processes. Our Board encourages management to promote a culture that incorporates risk management into our corporate strategy and day-to-day business operations. Management discusses strategic and operational risks at regular management meetings. Throughout the year, senior management reviews these risks with the Board at regular Board meetings as part of management presentations that focus on particular business functions, operations or strategies, and presents the steps taken by management to mitigate or eliminate such risks.

Our Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board and through the existing committees. In particular, our Board is responsible for monitoring and assessing our overall enterprise risk management process and procedures and risk exposure and our Audit Committee is responsible for overseeing our enterprise risk management (“ERM”) program, including financial, fraud, data systems and cybersecurity risk exposures, monitoring compliance with legal and regulatory requirements and also considering,

approving, disapproving or ratifying any related person transactions. For details on the Board’s and the Audit Committee’s oversight of technology and cybersecurity risks, see our Annual Report on Form 10-K, for the fiscal year ended December 31, 2023. Our Nominating and ESG Committee monitors the effectiveness of the Corporate Governance Guidelines, corporate governance risks and risk associated with our environmental, social, and governance (“ESG”) programs. For details on the Board’s and the Nominating and ESG Committee’s oversight of ESG matters, see our Annual Report on Form 10-K, for the fiscal year ended December 31, 2023. Our Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. The Board does not believe that its role in the oversight of our risks affects the Board’s leadership structure.

Generally, the Board, its committees, management and our internal audit function manage the risks for the Company from a long-term perspective, but evaluate risks over a shorter or intermediate term to the extent these risks could impact our Company or its long-term prospects. From time to time, third-party experts are also consulted as part of this risk-assessment process.

Board Self-Assessment Process

Annually, the Board conducts a formal review process to assess the performance of the Board and each committee of the Board and the existing skill sets represented on the Board. The Nominating & ESG Committee oversees the annual review process. The self-assessment is conducted to identify opportunities for improvement and skill set needs to ensure that the Board, its committees, and individual directors have the appropriate blend of diverse experiences and backgrounds, and are effective and productive. As part of the process, each director completes surveys to provide feedback on the Board processes and also completes a skill set questionnaire. Results are aggregated and summarized for discussion purposes. Responses to the survey on Board performance are not attributed to any individual director and are kept confidential to ensure honest and candid feedback is received. The results are compiled, and the Nominating and ESG Committee reviews the self-assessment results and discusses opportunities and makes recommendations for improvement as appropriate with the full Board, which implements any improvements that are identified. The Board members also provide an assessment of the experience, skills and attributes they bring to their service on the Board.

Board Orientation and Continuing Education

We have a comprehensive orientation program for new directors with respect to their role as directors and as members of applicable Board committees. This orientation program includes one-on-one meetings with senior management to learn about the Company’s business, financial performance, strategic plans, and corporate governance policies and practices. We also offer Board members opportunities to participate in continuing education programs at the Company’s expense to assist in enhancing their skills and knowledge to better perform their duties.

Attendance by Members of the Board of Directors at Meetings

There were five meetings of the Board during the fiscal year ended December 31, 2023. During such year, each current director attended over 75% of the aggregate of: (i) all meetings of the Board during their service; and (ii) all meetings of the committees on which the director served during the period in which he or she served as a director.

Under our Corporate Governance Guidelines, which is available on our website at https://investors.thevitacococompany.com, a director is expected to spend the time and effort necessary to properly discharge his or her responsibilities. Accordingly, a director is expected to regularly prepare for and attend meetings of the Board and all committees on which the director sits (including separate meetings of the independent directors), with the understanding that, on occasion, a director may be unable to attend a meeting. A director who is unable to attend a meeting of the Board or a committee of the Board is expected to notify the Chair of the Board or the Chair of the appropriate committee in advance of such meeting, and, whenever possible, participate in such meeting via teleconference in the case of an in-person meeting.

We do not maintain a formal policy regarding director attendance at the Annual Meeting; however, it is expected that absent compelling circumstances directors will participate in the virtual meeting. Each current director attended the Company’s 2023 Annual Stockholders Meeting.

Executive Sessions

The non-management members of the Board meet in regularly scheduled executive sessions, with the Lead Independent Director presiding. The Board Committees also meet in scheduled executive sessions on a regular basis.

Compensation Committee Interlocks and Insider Participation

Our Compensation Committee consists of Eric Melloul, Kenneth Sadowsky and John Leahy. The chair of our Compensation Committee is Eric Melloul. None of the members of our Compensation Committee are currently or have at any time been one of the Company’s officers or employees. None of our executive officers currently serve, or have served during the last year, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our Board of Directors or Compensation Committee.

Board’s Role in Human Capital Management

Our Board believes that human capital management and talent development are vital to our success. We strive to create a diverse and inclusive workplace with meaningful opportunities that will attract and retain talented employees. Our Board supports management in leadership development and succession planning and has primary responsibility for succession planning for the CEO. To assist in succession planning, the CEO annually provides the Board with an assessment of senior managers and their potential to succeed to the position of CEO, developed in consultation with the Compensation Committee. The Board regularly engages with members of the executive team and other high potential employees at Board and Committee meetings and other professional and social opportunities allowing for engagement and connection.

Environmental, Social and Governance

We operate as a Delaware public benefit corporation (“PBC”), and, therefore, our operational decision-making goes beyond solely maximizing shareholder value. Our public benefit purpose, which is stated in our Second Amended and Restated Certificate of Incorporation, is harnessing, while protecting, the environment and natural resources for the betterment of the world and its inhabitants by creating ethical, sustainable, better-for-you beverages and consumer products that not only uplift our communities, but that do right by our planet. Furthermore, in order to advance the best interests of those materially affected by the corporation’s conduct, we intend that our business and operations create a material positive impact on society, taken as a whole. The Company is also designated as a Certified B Corporation, a certification reserved for businesses that balance profit and purpose to meet the highest verified standards of social and environmental performance, public transparency and legal accountability.

Our ESG framework furthers our PBC mission and our goal to produce ethical, sustainable, and nourishing beverage and consumer good products. The Nominating and ESG Committee oversees the Company’s efforts, such as policies, programs, and strategies, with regard to ESG matters and receives reports from management regarding the Company’s progress in promoting its stated public benefits to determine if any such action is needed or should be recommended to the Board. The Board and its Nominating and ESG Committee are actively involved in aligning the Company’s public benefit purpose to this ESG strategy by focusing on three pillars: (i) protecting natural resources; (ii) building thriving communities; and (iii) championing health and wellness. The Company issues an annual Impact Report that reports on progress against these three pillars and the Company’s ESG goals. More information on our ESG initiatives can be found in our Impact Reports at https://investors.thevitacococompany.com.

Code of Business Conduct and Ethics

We have a written Code of Business Conduct and Ethics that applies to our directors, officers, employees, contractors and consultants, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. We have posted a current copy of the Code of Business Conduct and Ethics on our website, https://investors.thevitacococompany.com under “Corporate Governance.” In addition, we intend to post on our website all disclosures that are required by law or the rules of Nasdaq concerning any amendments to, or waivers from, any provision of the Code of Business Conduct and Ethics.

Communications from Stockholders

The Board will give appropriate attention to written communications that are submitted by stockholders, and will respond if and as appropriate. Our Secretary is primarily responsible for monitoring communications from stockholders and for providing copies or summaries to the directors as she considers appropriate.

Communications are forwarded to all directors if they relate to important substantive matters and include suggestions or comments that our Secretary and Chairman of the Board consider to be important for the directors to know. In general, communications relating to corporate governance and long-term corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances and matters as to which we tend to receive repetitive or duplicative communications.

Communications directed to the Board or individual directors are reviewed to determine whether, based on the facts and circumstances of the communication, a response on behalf of the Board or an individual director is deemed appropriate. If a response on behalf of the Board or an individual director is appropriate, our management may assist the Board or individual director in gathering all relevant information and preparing a response.

Stockholders who wish to send communications on any topic to the Board should address such communications to the Board in writing: c/o Secretary, The Vita Coco Company, Inc., 250 Park Avenue South, 7th Floor, New York, New York 10003.

Committees of the Board

Our Board has established three standing committees—Audit Committee, Compensation Committee, and Nominating and ESG Committee—each of which operates under a written charter that has been approved by our Board.

The current members of each of the Board committees and committee Chairs are set forth in the following chart.

Audit Committee

Our Audit Committee’s responsibilities include:

The Audit Committee charter is available on our website at https://investors.thevitacococompany.com. The current members of the Audit Committee are Aishetu Fatima Dozie, John Leahy and Jane C. Morreau. Ms. Morreau serves as the Chair of the Audit Committee.

Our Nominating & ESG Committee and Board have affirmatively determined that each of Ms. Dozie, Mr. Leahy and Ms. Morreau is independent for purposes of serving on an audit committee under Rule 10A-3 promulgated under the Exchange Act and the Nasdaq Rules, including those related to Audit Committee membership.

Each current member of our Audit Committee meets the requirements for financial literacy under the applicable Nasdaq rules. In addition, our Board has determined that Ms. Morreau qualifies as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K, and under the similar Nasdaq Rules requirement that the Audit Committee have a financially sophisticated member.

The Audit Committee met eleven times, including five executive session-only meetings, during the fiscal year ended December 31, 2023.

Compensation Committee

Our Compensation Committee is responsible for assisting the Board in the discharge of its responsibilities relating to the compensation of our executive officers. In fulfilling its purpose, our Compensation Committee has the following principal duties:

Pursuant to the Compensation Committee’s charter, which is available on our website at https://investors.thevitacococompany.com, the Compensation Committee has the authority to retain or obtain the advice of compensation consultants, legal counsel and other advisors to assist in carrying out its responsibilities. In 2023, the Compensation Committee engaged Pearl Meyer & Partners, LLC, a compensation consulting firm (“Pearl Meyer”), to assist in making decisions regarding the amount and types of compensation to provide our executive officers and non-employee directors, to identify peer companies for compensation benchmarking purposes and to advise on equity compensation, including the structure of equity grants and equity incentive plan burn rates. Pearl Meyer reported directly to the Compensation Committee and attended three Compensation Committee meetings in 2023. In connection with this engagement, the Compensation Committee considered the adviser independence factors required under SEC rules as they relate to Pearl Meyer and determined that Pearl Meyer’s work did not raise a conflict of interest.

The Compensation Committee may delegate its authority under its charter to one or more subcommittees as it deems appropriate from time to time. The Compensation Committee may also delegate to an officer the authority to grant equity awards to certain employees, as further described in its charter and subject to the terms of our equity plans.

The members of our Compensation Committee are John Leahy, Eric Melloul and Kenneth Sadowsky and Mr. Melloul serves as the Chair. Messrs. Leahy, Melloul and Sadowsky each qualify as independent directors under Nasdaq’s heightened independence standards for members of a compensation committee and each of Messrs. Leahy and Sadowsky is a “non-employee director” as defined in Rule 16b-3 of the Exchange Act. The Compensation Committee has created a sub-committee consisting of the “non-employee directors” to approve equity awards of officers designated under Section 16 of the Exchange Act.

The Compensation Committee met four times during the fiscal year ended December 31, 2023.

Nominating & ESG Committee

Our Nominating and ESG Committee’s responsibilities include:

The Nominating and ESG Committee is responsible for identifying, evaluating and recommending qualified candidates to the Board and it regularly assesses the needs of the Board to help ensure that directors possess an appropriate mix of skills considering the Company’s current and anticipated strategic needs. In addition, the Board believes that varying tenures and perspectives create a balance between directors with a deeper knowledge of the Company’s business and operations, and directors who bring new and fresh perspectives, which is important to the effectiveness of the Board’s oversight of the Company.

When assessing desired characteristics, skills and backgrounds, the Nominating and ESG Committee considers, among other things, the Board’s current skill set, the Company’s long-term strategic objectives, potential director retirements and director feedback provided in connection with the Board’s annual self-assessment process. The Board believes that diversity, including differences in backgrounds, qualifications, experiences and personal characteristics, including gender and ethnicity/race, are important to the effectiveness of the Board’s oversight of the Company, and considers diversity as a factor when evaluating and recommending potential nominees. The Board believes that its criteria for selecting nominees are effective in promoting diversity.

The Nominating and ESG Committee charter is available on our website at https://investors.thevitacococompany.com. The members of our Nominating and ESG Committee are Aishetu Fatima Dozie, Jane C. Morreau and Kenneth Sadowsky. The Nominating and ESG Committee has the authority to consult with outside advisors or retain search firms to assist in the search for qualified candidates, or consider director candidates recommended by our stockholders. Each member of the Nominating and ESG Committee is considered independent under the Nasdaq Rules.

The Nominating and ESG Committee met four times during the fiscal year ended December 31, 2023.

Proposal 3: Advisory Approval of Executive Compensation

Pursuant to Section 14A of the Exchange Act, we are providing our shareholders with the opportunity to cast an advisory vote on the compensation of our Named Executive Officers (“NEOs”) disclosed in the “Executive and Director Compensation” section beginning on page 35 of this Proxy Statement. While this vote is non-binding, we value the opinions of our shareholders and, consistent with our record of shareholder engagement, will consider the outcome of the vote when making future compensation decisions. Prior to this year, the Company was exempted from this requirement due to its status as an Emerging Growth Company and is therefore requesting the Company’s shareholders provide an advisory vote on executive compensation for the first time.

In considering your vote, we invite you to review the Compensation Discussion and Analysis, including the accompanying compensation tables and narrative discussion, beginning on page 35 of this Proxy Statement. As described in the Compensation Discussion and Analysis, we believe that the Company’s executive compensation programs effectively align the interests of our NEOs with those of our shareholders by linking a significant portion of their compensation to the Company’s performance and by providing a competitive level of compensation designed to recruit, retain, and motivate talented executives critical to the Company’s long-term success. We believe that the total compensation opportunities for our NEOs – including base salary, annual incentives, and long-term equity awards – created strong alignment between executive compensation and performance outcomes in 2023, as more fully described in the Pay Versus Performance section below.

The Board has adopted a policy of providing annual advisory approvals of the compensation of our NEOs. The Board will consider whether to modify its policy on the frequency of holding such advisory approvals based on the outcome of Proposal 4 on page 33 of this Proxy Statement to be voted on by our shareholders.

Because the vote is advisory, it will not be binding on the Company, the Board or the Compensation Committee, nor will it overrule any prior decision or require the Board or the Compensation Committee to take any action. However, the Compensation Committee and the Board value the opinions of the Company’s stockholders and to the extent there is any significant vote against the NEO compensation as disclosed in this proxy statement, the Compensation and Benefits Committee and the Board will consider stockholders’ concerns and the Compensation and Benefits Committee will evaluate whether any actions are necessary to address those concerns.

We are asking our shareholders to vote FOR, in an advisory vote, the following resolution:

“RESOLVED, that the compensation paid to the Company’s Named Executive Officers as disclosed under “Compensation Discussion and Analysis” pursuant to Item 402 of Regulation S-K, including the accompanying compensation tables and narrative disclosure contained in this proxy statement, is hereby APPROVED.”

RECOMMENDATION OF THE BOARD OF DIRECTORS

The Board of Directors unanimously recommends a vote FOR the approval of the Company’s executive compensation.

Proposal 4: Advisory Vote On The Frequency Of Holding An Advisory Vote On Executive Compensation

Pursuant to SEC rules, the Board is required to submit an advisory, non-binding resolution to stockholders at least once every six years to determine whether advisory, non-binding votes on the Company’s executive compensation should be held every one, two or three years. Prior to this year, the Company was exempted from this requirement due to its status as an Emerging Growth Company and is, therefore, requesting the Company’s shareholders provide an advisory vote on the frequency of future say-on-pay votes for the first time.

After careful consideration of this proposal and review of prevailing market practice, the Board has determined that an advisory vote on executive compensation that occurs each year, or an annual vote, is the most appropriate frequency for the Company at this time, and therefore the Board recommends an annual advisory vote on executive compensation. In formulating its recommendation, the Board determined that an annual advisory vote on named executive officer compensation will allow stockholders to provide their direct input on our compensation philosophy, policies and practices as disclosed in future proxy statements on a more timely and consistent basis than if the vote were held less frequently.

Stockholders of the Company will have the opportunity to specify one of four choices for this proposal on the proxy card: (1) one year; (2) two years; (3) three years; or (4) abstain. Stockholders are not voting to approve or disapprove the Board’s recommendation. Rather, stockholders are being asked to express their preference regarding the frequency of future advisory votes to approve executive compensation.

While this vote is non-binding, we value the opinions of our shareholders and will consider the outcome of the vote when determining the frequency of future shareholder advisory approvals of executive compensation.

RECOMMENDATION OF THE BOARD OF DIRECTORS

The Board of Directors unanimously recommends that shareholders vote for every “ONE YEAR” with respect to how frequently a shareholder advisory approval of executive compensation should occur.

Delinquent Section 16(a) Reports

Our Section 16 officers and directors are required under the Exchange Act to file reports of ownership and changes in ownership of our common stock with the SEC and Nasdaq. Based solely upon a review of copies of those reports, other documents furnished to us and written representations that no other reports were required, we believe that, for the year ended December 31, 2023, all filing requirements applicable to officers and directors have been completed on a timely basis, expect for one Form 4 that was filed one day late on March 15, 2023 for Corey Baker, our Chief Financial Officer (“CFO”), due to a technical error with our vendor that assists with our Section 16 filings.

Executive and Director Compensation

Compensation Discussion and Analysis

This section explains the guiding principles, policies and practices upon which our executive compensation program is based. Based on compensation paid in 2023, our NEOs and their positions were as follows:

Executive Summary

Fiscal 2023 Performance Highlights

We achieved strong performance in 2023 in a dynamic environment due to our focus on driving long term growth and expansion of the coconut water category and our brands. The financial performance highlights identified in the bullets below are closely tied to the performance metrics of our compensation program:

“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.

Other financial highlights include:

Compensation Philosophy

The objectives of our executive compensation program are to:

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.

Relative to the competitive market data, the Compensation Committee generally intends that the base salary, target annual incentive compensation and equity-based compensation for each executive will be around the median of the competitive market, other than in limited circumstances where a deviation may be appropriate based on factors such as expertise and experience, leadership, performance and the competitive landscape.

Executive Compensation Practices

Our compensation program incorporates the following best practices:

Elements of Our Executive Compensation Program

Base Salaries

Our NEOs receive a base salary to compensate them for the services they provide to the Company. The base salary payable to each NEO is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities. Each year, the Compensation Committee takes into account the foregoing factors as well as the Company’s financial performance, progress against the Company’s ESG goals, individual professional contributions and internal pay equity in setting compensation. In February 2023, our Board and Compensation Committee approved 2023 base salaries for our NEOs, in the amounts next to their name in the chart below, to be effective retroactively to January 1, 2023.

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:

 

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 50^th percentile position among their peer companies.

The target bonus percentages for the NEOs in 2023 were as follows:

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:

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

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.

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:

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.

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.

Retirement Plans

We currently maintain a 401(k) retirement savings plan for our employees, including our NEOs, who satisfy certain eligibility requirements. Eligible employees defer a portion of their compensation, within prescribed limits, on a pre-tax basis through contributions to the 401(k) plan. Currently, we provide matching contributions in the 401(k) plan up to a specified percentage of the employee’s contributions.

We do not maintain any defined benefit pension plans or deferred compensation plans for our NEOs.

Anti-Hedging Policy

Our Board has adopted an Insider Trading Compliance Policy, which applies to all of our directors, officers and employees. The policy prohibits our directors, officers and employees and any entities they control from purchasing financial instruments such as prepaid variable forward contracts, equity swaps, collars, and exchange funds, or otherwise engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the Company’s equity securities, or that may cause an officer, director, or employee to no longer have the same objectives as the Company’s other stockholders.

Employee Benefits and Perquisites

All of our full-time employees, including our NEOs, are eligible to participate in our health and welfare plans, which include medical, dental and vision benefits.

Compensation Decision-Making Process

Role of Compensation Committee

The Compensation Committee annually reviews compensation design to ensure that, as the Company matures, it continues to reinforce long-term business performance and is appropriate from a risk management perspective. The Compensation Committee is responsible for reviewing and approving executive compensation policies, plan designs and the compensation of our senior officers, including our NEOs. The Compensation Committee evaluates and balances various factors in making compensation determinations, including the officer’s responsibilities and performance, structuring incentive programs that effectively support our short-term and long-term financial, operational, ESG and strategic objectives, and overall financial performance. The Compensation Committee approves the final compensation for all executives other than the CEO and Executive Chairman. The Compensation Committee coordinates the full Board’s annual review of the CEO’s performance, as well as the performance of the Executive Chairman, and makes preliminary determinations about their respective base salary, annual short-term incentive compensation, long-term incentive compensation and other awards as appropriate. The Compensation Committee discusses its compensation recommendations for the CEO and Executive Chairman with the full Board, and the full Board approves the final compensation decisions after this discussion.

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 Management

Our Compensation Committee works with members of our management, including our CEO and Executive Chairman, on compensation matters other than for themselves.

Our management assists the Compensation Committee by providing information on corporate and individual performance and any other information the Compensation Committee requests. The Compensation Committee solicits and reviews our CEO’s and Executive Chairman’s proposals with respect to program structures, as well as our CEO’s and Executive Chairman’s recommendations for adjustments to annual cash compensation, long-term incentive compensation opportunities and other compensation-related matters for our executive officers (except with respect to our CEO’s own compensation and the Executive Chairman’s compensation) based on our CEO’s and Executive Chairman’s evaluation of their performance for the prior year.

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:

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:

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 33^rd percentile and our market capitalization was at the 44^th percentile of these peer companies.

Clawback Policy

In June 2023, our Board adopted a clawback policy that complies with Section 10D of the Exchange Act, as amended, and Nasdaq Listing Rule 5608 (the “Clawback Policy”). The Clawback Policy applies to the Company’s current and former executive officers subject to Section 16 of the Exchange Act, in the event the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under federal securities laws, regardless of whether misconduct was the cause of such restatement. Restatements include any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements (commonly referred to as “Big R” restatements), or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (commonly referred to as “little r” restatements). The Clawback Policy applies to incentive-based compensation that is granted, earned or vests based, in whole or in part, upon the attainment of financial reporting measures that is received by a current or former executive officer during the three (3) completed fiscal years preceding the date on which the Company is required to prepare a restatement. The Clawback Policy provides that, if we undertake an accounting restatement, the Board will recoup any incentive-based compensation received by current or former executive officers during the three completed fiscal years prior to the date the restatement determination is made that was in excess of what would have been received by the executive officers after giving effect to the restatement.

Executive and Director Stock Ownership Guidelines

We recognize the importance of stock ownership as an essential means of closely aligning the interests of our executive officers and non-employee directors with the interests of our shareholders. In addition to using equity awards as a primary long-term incentive compensation tool, we have stock ownership guidelines in place for our senior executives, including our NEOs, and non-employee directors. The Compensation Committee is responsible for reviewing the stock ownership guidelines and verifying compliance.

Our current stock ownership guidelines which became effective as of the date of our IPO are as follows:

These executive officers and non-employee directors generally have five years from the date they first become subject to a particular level of the guidelines to meet them. For most of our executive officers and non-employee directors, the earliest required compliance date is in October 2026. If an executive officer has not achieved compliance by the end of his or her respective compliance period, until such executive officer has satisfied his or her applicable guideline level, the executive officer will be required to retain a number of shares of the Company common stock equal to 50% of those shares that remain after shares are sold or withheld, as the case may be, to: (i) pay any applicable exercise price for an equity award; or (ii) satisfy

withholding tax obligations arising in connection with the exercise, vesting or settlement of an equity award, or the net shares, received as the result of exercise, vesting or settlement of any of the Company equity awards granted to the executive officer. If a non-employee director has not achieved compliance by the end of his or her compliance period, until such non-employee director has satisfied his or her applicable guideline level, the non-employee director is required to retain an amount equal to 25% of net shares received as the result of the exercise, vesting or settlement of any of the Company equity awards granted to the non-employee director.

Under the policy, the following are counted toward the satisfaction of the guidelines: vested RSUs, in-the-money options, and PSUs, as well as shares held outright by the executive officer or director or an immediate family member or in a controlled trust. As of the Record Date, all of our executive officers (other than Mr. Baker who joined the Company in March 2023 and Ms. Ricalde who was interim CFO for part of the year), including the NEOs, met the applicable stock ownership guidelines. In addition, as of the Record Date, all of our non-executive directors met the guidelines applicable to Board members other than Mr. Melloul (who is affiliated with Verlinvest and transfers RSUs for Board service to Verlinvest under a nominee agreement).

Compensation Risk Assessment

Each year, the Compensation Committee analyzes our compensation practices to ensure they do not provide incentives to take excessive risk. With respect to the 2023 compensation program, the Compensation Committee reviewed our incentive compensation, including each of the compensation programs in which our executives participated. For each, they considered factors such as the performance measures, how payments are determined, the length of performance periods, and management controls designed to monitor and mitigate risks. As a result, the Compensation Committee concluded that our compensation programs are not reasonably likely to have a materially adverse effect on us.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the section entitled “Compensation Discussion and Analysis” with management. Based on the review and discussion, the Compensation Committee recommended to the Board of Directors that the section entitled “Compensation Discussion and Analysis” be incorporated by reference in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and included in this Proxy Statement.

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.

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.