☐ | Preliminary Proxy Statement |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☒ | Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting Material under §240.14a-12 |
☒ | No fee required. |
☐ | Fee paid previously with preliminary materials |
☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
![]() | | | 250 Park Avenue South, 7th Floor New York, New York 10003 |
| ![]() | | | To elect Ira Liran, Eric Melloul and Jane C. Morreau as Class III Directors to serve until the 2027 Annual Meeting of Stockholders, and until their respective successors shall have been duly elected and qualified; | |
| ![]() | | | To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; | |
| ![]() | | | To hold an advisory vote on executive compensation; | |
| ![]() | | | To hold an advisory vote on the frequency of holding an advisory vote on executive compensation; and | |
| ![]() | | | To transact such other business as may properly come before the Annual Meeting or any continuation, postponement or adjournment of the Annual Meeting. | |
| ![]() | | | To elect Ira Liran, Eric Melloul and Jane C. Morreau as Class III Directors to serve until the 2027 Annual Meeting of Stockholders, and until their respective successors shall have been duly elected and qualified; | |
| ![]() | | | To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; | |
| ![]() | | | To hold an advisory vote on executive compensation; | |
| ![]() | | | To hold an advisory vote on the frequency of holding an advisory vote on executive compensation; and | |
| ![]() | | | To transact such other business as may properly come before the Annual Meeting or any continuation, postponement or adjournment of the Annual Meeting. | |
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• | FOR the election of Ira Liran, Eric Melloul and Jane C. Morreau as Class III Directors; |
• | 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; |
• | FOR the approval, on an advisory basis, of the compensation of our named executive officers; and |
• | FOR the approval, on an advisory basis, of the annual advisory vote on executive compensation. |
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| | Questions and Answers about the 2024 Annual Meeting of Stockholders | |
Who is entitled to vote at the Annual Meeting? | | | The Record Date for the Annual Meeting is April 8, 2024. You are entitled to vote at the Annual Meeting only if you were a stockholder of record at the close of business on that date, or if you hold a valid proxy for the Annual Meeting. Each outstanding share of common stock is entitled to one vote for all matters before the Annual Meeting. At the close of business on the Record Date, there were 56,683,993 shares of common stock outstanding and entitled to vote at the Annual Meeting. |
What is the difference between being a “record holder” and holding shares in “street name”? | | | A record holder holds shares in his or her name. Shares held in “street name” means shares that are held in the name of a bank or broker on a person’s behalf. |
Am I entitled to vote if my shares are held in “street name”? | | | Yes. If your shares are held by a bank or a brokerage firm, you are considered the “beneficial owner” of those shares held in “street name.” If your shares are held in street name, these proxy materials are being provided to you by your bank or brokerage firm, along with a voting instruction card if you received printed copies of our proxy materials. As the beneficial owner, you have the right to direct your bank or brokerage firm how to vote your shares, and the bank or brokerage firm is required to vote your shares in accordance with your instructions. If your shares are held in street name and you would like to vote your shares online at the Annual Meeting, you should contact your bank or brokerage firm to obtain your 16-digit control number or otherwise vote through the bank or brokerage firm. |
How many shares must be present to hold the Annual Meeting? | | | A quorum must be present at the Annual Meeting for any business to be conducted. The presence at the Annual Meeting, online or by proxy, of the holders of a majority in voting power of the common stock issued and outstanding and entitled to vote on the Record Date will constitute a quorum. |
Who can attend the Annual Meeting? | | | As part of our effort to increase accessibility and provide an efficient way for our stockholders to attend the Annual Meeting, Vita Coco has decided to hold the Annual Meeting entirely online this year. You may attend the Annual Meeting online only if you are a Vita Coco stockholder who is entitled to vote at the Annual Meeting, or if you hold a valid proxy for the Annual Meeting. You may attend and participate in the Annual Meeting by visiting the following website: www.virtualshareholdermeeting.com/COCO2024. To attend and participate in the Annual Meeting, you will need the 16-digit control number included in your Internet Notice, on your proxy card or on the instructions that accompanied your proxy materials. If your shares are held in “street name,” you |
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| | should contact your bank or broker to obtain your 16-digit control number or otherwise vote through the bank or broker. If you lose your 16-digit control number, you may join the Annual Meeting as a “Guest,” but you will not be able to vote, ask questions or access the list of stockholders as of the Record Date. The meeting webcast will begin promptly at 9:00 a.m. Eastern Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 8:45 a.m. Eastern Time, and you should allow ample time for the check-in procedures. | |
What if a quorum is not present at the Annual Meeting? | | | If a quorum is not present at the scheduled time of the Annual Meeting, the Chairperson of the Annual Meeting is authorized by our amended and restated bylaws (the “Amended and Restated Bylaws”) to adjourn the meeting, without the vote of stockholders. |
What does it mean if I receive more than one Internet Notice or more than one set of proxy materials? | | | It means that your shares are held in more than one account at the transfer agent and/or with banks or brokers. Please vote all of your shares. To ensure that all of your shares are voted, for each Internet Notice or set of proxy materials, please submit your proxy by phone, via the Internet, or, if you received printed copies of the proxy materials, by signing, dating and returning the enclosed proxy card in the enclosed envelope. |
How do I vote? | | | Stockholders of Record. If you are a stockholder of record, you may vote: |
| | ![]() | | | ![]() | | | ![]() | | | ![]() | |
| | By Internet You can vote over the Internet at www.proxyvote.com by following the instructions on the Internet Notice or proxy card; | | | By Telephone You can vote by telephone by calling 1-800-690-6903 and following the instructions on the proxy card; | | | By Mail You can vote by mail by signing, dating and mailing the proxy card, which you may have received by mail; or | | | Electronically at the Annual Meeting If you attend the meeting online, you will need the 16-digit control number included in your Internet Notice, on your proxy card or on the instructions that accompanied your proxy materials to vote electronically during the meeting. | |
| | Internet and telephone voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m. Eastern Time, on June 3, 2024. To participate in the Annual Meeting, including to vote via the Internet or telephone, you will need the 16-digit control number included on your Internet Notice, on your proxy card or on the instructions that accompanied your proxy materials. Whether or not you expect to attend the Annual Meeting online, we urge you to vote your shares as promptly as possible to ensure your representation and the presence of a quorum at the Annual Meeting. If you submit your proxy, you may still decide to attend the Annual Meeting and vote your shares electronically. |
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| | Beneficial Owners of Shares Held in “Street Name.” If your shares are held in “street name” through a bank or broker, you will receive instructions on how to vote from the bank or broker. You must follow their instructions in order for your shares to be voted. Internet and telephone voting also may be offered to stockholders owning shares through certain banks and brokers. If your shares are not registered in your own name and you would like to vote your shares online at the Annual Meeting, you should contact your bank or broker to obtain your 16-digit control number or otherwise vote through the bank or broker. If you lose your 16-digit control number, you may join the Annual Meeting as a “Guest,” but you will not be able to vote, ask questions or access the list of stockholders as of the Record Date. You will need to obtain your own Internet access if you choose to attend the Annual Meeting online and/or vote over the Internet. |
Can I change my vote after I submit my proxy? | | | Yes. If you are a registered stockholder, you may revoke your proxy and change your vote: • by submitting a duly executed proxy bearing a later date; • by granting a subsequent proxy through the Internet or telephone; • by giving written notice of revocation to the Secretary of Vita Coco prior to or at the Annual Meeting; or • by voting online at the Annual Meeting. Your most recent proxy card or Internet or telephone proxy is the one that is counted. Your attendance at the Annual Meeting by itself will not revoke your proxy unless you give written notice of revocation to the Secretary before your proxy is voted or you vote online at the Annual Meeting. If your shares are held in street name, you may change or revoke your voting instructions by following the specific directions provided to you by your bank or broker, or you may vote online at the Annual Meeting by obtaining your 16-digit control number or otherwise voting through the bank or broker. |
Who will count the votes? | | | A representative of Broadridge Financial Solutions, Inc., our inspector of election, will tabulate and certify the votes. |
What if I do not specify how my shares are to be voted? | | | If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote in accordance with the recommendations of the Board. The Board’s recommendations are indicated on page 2 of this Proxy Statement, as well as with the description of each proposal in this Proxy Statement. |
Will any other business be conducted at the Annual Meeting? | | | We know of no other business that will be presented at the Annual Meeting. 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. |
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Why hold a virtual meeting? | | | As part of our effort to increase accessibility and provide an efficient way for our stockholders to attend the Annual Meeting, we believe that hosting a virtual meeting this year is in the best interest of the Company and its stockholders. A virtual meeting also enables increased stockholder attendance and participation because stockholders can participate from any location around the world. You will be able to attend the Annual Meeting online and submit your questions by visiting www.virtualshareholdermeeting.com/COCO2024. You also will be able to vote your shares electronically at the Annual Meeting by following the instructions above. The virtual meeting platform is supported across up-to-date internet browsers and devices (e.g., desktops, laptops, tablets, and cell phones). If you intend to join the live webcast, you should ensure that you have a strong Wi-Fi or internet connection. In the event technical issues or other events delay or disrupt our ability to convene the Annual Meeting for longer than 30 minutes, we will make an announcement on the “Investor Relations” section of our corporate website at https://investors.thevitacococompany.com/, regarding a date, time and place for reconvening the Annual Meeting. In the event of disorder, technical malfunction or other significant problem that disrupts the Annual Meeting, the chair of the meeting may adjourn, recess, or expedite the Annual Meeting, or take such other action as the chair of the meeting determines is appropriate in light of the circumstances. |
What if during the check-in time or during the Annual Meeting I have technical difficulties or trouble accessing the virtual meeting website? | | | We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting website, and the information for assistance will be located on www.virtualshareholdermeeting.com/COCO2024. |
Will there be a question and answer (“Q&A”) session during the Annual Meeting? | | | As part of the Annual Meeting, we will hold a live Q&A session, during which we intend to answer questions submitted online during the meeting that are pertinent to the Company and the meeting matters, as time permits. Only stockholders that have accessed the Annual Meeting as a stockholder (rather than a “Guest”) by following the procedures outlined above in “Who can attend the Annual Meeting?” will be permitted to submit questions during the Annual Meeting. Each stockholder is limited to no more than two questions. Questions should be succinct and only cover a single topic. We will not address questions that are, among other things: • irrelevant to the business of the Company or to the business of the Annual Meeting; • related to material non-public information of the Company, including the status or results of our business since our last Quarterly Report on Form 10-Q; • related to any pending, threatened or ongoing litigation; • related to personal grievances; • derogatory references to individuals or that are otherwise in bad taste; • substantially repetitious of questions already made by another stockholder; |
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| | • in excess of the two question limit; • in furtherance of the stockholder’s personal or business interests; or • out of order or not otherwise suitable for the conduct of the Annual Meeting as determined by the Chair or Secretary in their reasonable judgment. Additional information regarding the Q&A session will be available in the “Rules of Conduct” available on the Annual Meeting webpage for stockholders that have accessed the Annual Meeting as a stockholder (rather than a “Guest”) by following the procedures outlined above in “Who can attend the Annual Meeting?” |
How many votes are required for the approval of the proposals to be voted upon and how will abstentions and broker non-votes be treated? | | | Proposal | | | Votes required | | | Effect of Votes Withheld / Abstentions and Broker Non-Votes |
| Proposal 1: Election of Directors | | | The plurality of the votes cast. This means that the three (3) nominees receiving the highest number of affirmative “FOR” votes will be elected as Class III Directors. | | | Votes withheld and broker non-votes will have no effect. | ||
| Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm | | | The affirmative vote of the holders of a majority in voting power of the votes cast (excluding abstentions and broker non-votes). | | | Abstentions and broker non-votes will have no effect. | ||
| Proposal 3: Advisory Vote on executive compensation | | | | | ||||
| Proposal 4: Advisory Vote on the frequency of holding an advisory vote on executive compensation | | | For proposal 4, there are four choices for stockholders: “1 year,” “2 years,” “3 years” and “abstain.” The choice that receives the majority in voting power of the votes cast will be considered approved. As an advisory vote, our Board will consider the frequency that receives the most votes in determining whether to have an advisory “say on pay” vote each year, every 2 years or every 3 years. | | |
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What is a “vote withheld” and an “abstention” and how will votes withheld and abstentions be treated? | | | A “vote withheld,” in the case of the proposal regarding the election of directors, or an “abstention,” in the case of the other proposals, represents a stockholder’s affirmative choice to decline to vote on a proposal. Votes withheld and abstentions are counted as present and entitled to vote for purposes of determining a quorum. Votes withheld have no effect on the election of directors. Abstentions have no effect on the voting on the other proposals. |
What are broker non-votes and do they count for determining a quorum? | | | Generally, broker non-votes occur when shares held by a broker in “street name” for a beneficial owner are not voted with respect to a particular proposal because the broker (1) has not received voting instructions from the beneficial owner; and (2) lacks discretionary voting power to vote those shares. A broker is entitled to vote shares held for a beneficial owner on routine matters, such as the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm, without instructions from the beneficial owner of those shares. On the other hand, absent instructions from the beneficial owner of such shares, a broker is not entitled to vote shares held for a beneficial owner on non-routine matters, such as the election of directors, the say-on-pay advisory vote or the say-on-frequency advisory vote. Broker non-votes count for purposes of determining whether a quorum is present. |
Where can I find the voting results of the Annual Meeting? | | | We plan to announce preliminary voting results at the Annual Meeting and we will report the final results in a Current Report on Form 8-K, which we intend to file with the SEC within four business days following the Annual Meeting. |
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| Name | | | Age | | | Served as a Director Since | | | Position with Vita Coco | |
| Ira Liran | | | 45 | | | 2006 | | | Co-Founder and Director | |
| Eric Melloul | | | 55 | | | 2008 | | | Director | |
| Jane C. Morreau | | | 65 | | | 2021 | | | Director | |
![]() Ira Liran Age: 45 Director Since: 2006 | | | Ira Liran is one of our Co-Founders and has served as a member of our Board since 2006. He previously served as our Director of Sourcing, a position he held with the Company from February 2007 until October 2021. Mr. Liran holds a BA from Columbia University. We believe that Mr. Liran is qualified to serve on our Board due to his perspective and knowledge of the Company as our Co-Founder, including his familiarity with the Company’s supply chain and sourcing strategies and experience with corporate strategy. |
![]() Eric Melloul Age: 55 Director Since: 2008 | | | Eric Melloul has served as a member of our Board since 2008 and currently serves as our independent lead director. Mr. Melloul serves as Senior Advisor for Verlinvest and previously served as Managing Director from August 2008 until February 2024. He currently serves as Chairman of the board of directors of Oatly Group AB, a food and beverage company, since September 2016, and has served on its remuneration committee since May 2021. Prior to Verlinvest, Mr. Melloul served as Global Marketing VP and China Commercial Head for Anheuser-Busch InBev from 2003 to 2008, and as an Associate Partner at McKinsey & Company from 1999 to 2003. Mr. Melloul has served on the board of directors for Hint Inc., a beverage company, since August 2011 and Mutti S.p.A, a food company, since September 2016. Mr. Melloul holds a MPA from the Kennedy School at Harvard University and a Post Graduate Diploma from the London School of Economics and Political Science. We believe Mr. Melloul is qualified to serve on our Board due to his significant business, financial and investment experience related to the consumer industry and his experience serving on other public and private company boards. |
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![]() Jane C. Morreau Age: 65 Director Since: 2021 | | | Jane C. Morreau has served as a member of our Board since July 2021. From 2014 to July 2021, Ms. Morreau served as Executive Vice President and Chief Financial Officer for Brown-Forman Corporation (NYSE: B-F.B). Prior to becoming Chief Financial Officer, Ms. Morreau served multiple positions at Brown-Forman Corporation, including Senior Vice President, Chief Production Officer and Head of Information Technology from 2013 to 2014, and Senior Vice President of Accounting and Director of Finance, Accounting and Technology from 2008 to 2013, where she directed the financial management of the company’s sales, marketing and production and also the technology functions and operations of the company. Before joining Brown-Forman Corporation, Ms. Morreau worked at Kentucky Fried Chicken Corporation (now known as Yum! Brands) and held a number of financial roles. Ms. Morreau also has served as a member of the board of directors and audit committee of Trulieve Cannabis Corp. (OTCMKTS: TCNNF) since 2021, a member of the board of directors, audit committee and nominating committee of Del Monte Foods Holdings Inc. since June 2023 and a member of the board of directors of Ole Smoky Distillery since July 2023. Ms. Morreau holds a BS in Commerce with an emphasis in accounting and an MBA from the University of Louisville. Ms. Morreau is a Certified Public Accountant. We believe Ms. Morreau’s extensive leadership experience as well as her broad knowledge and experience in corporate strategy, finance and accounting, her significant background in the consumer, food and beverage industries and technology and security, and her experience serving on other boards make her qualified to serve on our Board. |
| Name | | | Age | | | Served as a Director Since | | | Position with Vita Coco | |
| Aishetu Fatima Dozie | | | 47 | | | 2022 | | | Director | |
| Martin Roper | | | 61 | | | 2021 | | | Chief Executive Officer and Director | |
| John Zupo | | | 50 | | | 2020 | | | Director | |
![]() Aishetu Fatima Dozie Age: 47 Director Since: 2022 | | | Aishetu Fatima Dozie has served as a member of our Board since June 2022. Ms. Dozie is the Founder and Chief Executive Officer of Bossy Cosmetics, Inc., a mission-driven cruelty-free and vegan beauty company. Prior to founding Bossy Cosmetics in 2018, Ms. Dozie served as a Fellow at the Distinguished Careers Institute at Stanford University. Previously, Ms. Dozie served as General Manager and Head of Investment Banking, West Africa at Rand Merchant Bank from 2015 until 2017. Prior to Rand Merchant Bank, Ms. Dozie worked for Lehman Brothers Inc., Morgan Stanley, and Standard Chartered Bank as a senior investment banking executive working on transactions in the US, UK, and Sub-Saharan Africa exceeding deal value of $100 billion. Ms. Dozie has also worked at the World Bank in Washington, DC, where she focused on financing businesses in the manufacturing, infrastructure, and service sectors in regions such as Central and South America, Eastern Europe, and Eastern Africa. In addition, Ms. Dozie founded a first-of-its-kind children’s play and activity center in Lagos, Nigeria and authored a children’s picture book entitled “Paloo & Friends in Imaginaria.” Ms. Dozie executive produced an online television series named “African HERstory,” where she interviewed successful female African executives to highlight their impact on the continent’s development. Ms. Dozie holds a BA in Economics from Cornell University and an MBA from Harvard Business School and participated in the Leaders in Development Program at the John F. Kennedy School at Harvard University. She previously served on the board of directors of Altimeter Growth Corp., including as Chair of its compensation committee and a member of the audit committee. We believe that Ms. Dozie is qualified to serve on the Board as she has significant experience with strategic transactions and investments as well as extensive experience in executive and entrepreneurial roles. |
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![]() Martin Roper Age: 61 Director Since: 2021 | | | Martin Roper has served as Chief Executive Officer since May 2022, and as a member of our Board since January 2021. Mr. Roper previously served as Co-Chief Executive Officer from January 2021 until his appointment as Chief Executive Officer in May 2022, and as our President from September 2019 to December 2020. Prior to his time at the Company, Mr. Roper served as Chief Executive Officer of The Boston Beer Company, Inc. (NYSE: SAM), an alcoholic beverage company, from 2001 to 2018, where he oversaw the net revenue growth and diversification of the brand portfolio. Mr. Roper also served as the Chief Operating Officer and Vice President of Manufacturing and Business Development of The Boston Beer Company, Inc. from 1994 to 2001. In addition to his service on our Board, Mr. Roper has served as a member of the board of directors of LL Flooring Holdings, Inc. (formerly Lumber Liquidators Inc.), a flooring retail company, since 2006, and served on the board of directors of The Boston Beer Company, Inc. from 2000 to 2018. Since November 2018, Mr. Roper has served on the board of Financial Information Technologies, LLC (Fintech), a private company providing solutions to alcohol beverage distributors and retailers. Since September 2019, Mr. Roper has served on the board of directors of Bio-Nutritional Research Group, Inc., the producer and marketer of Power Crunch energy bars. Mr. Roper holds a BA, MA and MEng from Trinity Hall, Cambridge and an MBA from Harvard University. We believe Mr. Roper’s experience and reputation for growth and innovation of beverage companies, and his knowledge of strategy, finance, public company corporate governance, and general management make him qualified to serve on our Board. |
![]() John Zupo Age: 50 Director Since: 2020 | | | John Zupo has served as a member of our Board since January 2020 and was employed by the Company in various roles to advise on strategy from 2018 to 2021. Since 2019, Mr. Zupo has served as the co-founder and Chief Executive Officer of SABX, Inc., a two-sided e-commerce platform by which buyers and sellers can directly communicate and transact with one another. Mr. Zupo has served on the SABX, Inc. board of directors since July 2020. Prior to his time at SABX, Inc., Mr. Zupo served as President of Nestlé Waters North America, Inc., a beverage manufacturer and distributor, from 2013 to 2018 and President, Nestlé Waters Canada from 2010 to 2013. Mr. Zupo holds a BA and MBA from Westminster University. We believe Mr. Zupo’s leadership skills, experience advising the Company on strategy since 2018, and his extensive knowledge of the consumer-packaged goods industry make him qualified to serve on our Board. |
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| Name | | | Age | | | Served as a Director Since | | | Position with Vita Coco | |
| Michael Kirban | | | 48 | | | 2004 | | | Co-Founder, Executive Chairman and Chairman of Board | |
| John D. Leahy | | | 70 | | | 2019 | | | Director | |
| Kenneth Sadowsky | | | 61 | | | 2006 | | | Director | |
![]() Michael Kirban Age: 48 Director Since: 2004 | | | Michael Kirban is one of our Co-Founders and has served as Executive Chairman since May 2022 and as Chairman of our Board since our inception in 2004. Mr. Kirban previously served as Chief Executive Officer and Co-Chief-Executive Officer of the Company. Mr. Kirban is a Co-Founder and currently serves on the board of directors of Software Answers Inc., a technology service provider, a position he has held since 1995. We believe Mr. Kirban’s perspective and experience as our Co-Founder and Executive Chairman, as well as his management skills and general knowledge of the food and beverage industry, make him qualified to serve on our Board. |
![]() John D. Leahy Age: 70 Director Since: 2019 | | | John D. Leahy has served as a member of our Board since June 2019. Mr. Leahy served as President and Chief Operating Officer of Kind, LLC, a snack food company, from January 2010 to June 2019, and President of Nature’s Bounty Co., a vitamin and nutritional supplement manufacturer, from June 2006 to February 2009. Mr. Leahy also served as a Senior Advisor for Blacksmith Applications, Inc., formerly known as TABS Group Inc., an analytics firm that services the consumer-packaged goods industry, from August 2009 to April 2010. In addition to his service on our Board, Mr. Leahy has served as a strategic advisor for Beckon LLC, an ice cream manufacturer, since January 2018, I Won Nutrition, Co., a packaged food manufacturer, since January 2019, and Allibelle Foods, Inc., a packaged food manufacturer, since January 2020. In addition he added Munk Pack, Cooper Street Cookies and LOI products to his advisory roles. Prior to his time at Nature’s Bounty Co., Mr. Leahy held various positions at numerous consumer packaged goods companies, including Nestlé S.A. (SIX: NESN), Johnson & Johnson Services, Inc. (NYSE: JNJ) and Edgewell Personal Care Company (NYSE: EPC). Mr. Leahy holds a BS in Business Administration from Villanova University. We believe Mr. Leahy’s extensive experience related to the consumer, food and beverage industry, as well as his management skills and experience serving on other company boards, make him qualified to serve on our Board. |
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![]() Kenneth Sadowsky Age: 61 Director Since: 2006 | | | Kenneth Sadowsky has served as a member of our Board since 2006. Mr. Sadowsky has served as a US Beverages Advisor for Verlinvest since 2009 and as the Executive Director of the Northeast Independent Distributors Association, a group of independent beverage distributors in the Northeastern United States, since 2008. Mr. Sadowsky has served on the boards of directors of LIFEAID Beverage Co. and Hint Inc., both health beverage companies, since December 2019 and May 2008, respectively and previously served on the board of directors of Energy Brands Inc. (d/b/a Glacéau), a beverage company and the makers of vitaminwater, smartwater and fruitwater, from 2000 to 2006. Mr. Sadowsky holds a BA from Tulane University. We believe Mr. Sadowsky’s decades of experience advising beverage companies on sales, distribution, marketing and operational strategies makes him qualified to serve on our Board. |
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| Board Diversity Matrix | | ||||||||||||
| Total Number of Directors and Nominees | | | 9 | | |||||||||
| | | Female | | | Male | | | Non-Binary | | | Did Not Disclose Gender | | |
| Part I: Gender Identity | | | | | | | | | | ||||
| Directors | | | 2 | | | 7 | | | 0 | | | 0 | |
| Part II: Demographic Background | | | | | | | | | | ||||
| African American or Black | | | 1 | | | 0 | | | 0 | | | 0 | |
| Alaskan Native or Native American | | | 0 | | | 0 | | | 0 | | | 0 | |
| Asian | | | 0 | | | 0 | | | 0 | | | 0 | |
| Hispanic or Latinx | | | 0 | | | 0 | | | 0 | | | 0 | |
| Native Hawaiian or Pacific Islander | | | 0 | | | 0 | | | 0 | | | 0 | |
| White | | | 1 | | | 7 | | | 0 | | | 0 | |
| Two or More Races or Ethnicities | | | 0 | | | 0 | | | 0 | | | 0 | |
| LGBTQ+ | | | 0 | | |||||||||
| Did Not Disclose Demographic Background | | | 0 | |
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| | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | |
| Management and Senior Leadership | | | • | | | • | | | • | | | • | | | • | | | • | | | • | | | | | | ||
| Industry Experience | | | • | | | • | | | • | | | • | | | | | • | | | • | | | • | | | • | | |
| Sales/Supply Chain | | | • | | | • | | | • | | | | | | | • | | | • | | | | | • | | |||
| Public Company/Corporate Governance | | | • | | | • | | | | | • | | | • | | | • | | | | | • | | | | |||
| Corporate Strategy/M&A | | | • | | | • | | | | | • | | | • | | | • | | | • | | | • | | | | ||
| Financial Experience/Expertise | | | • | | | • | | | | | • | | | • | | | • | | | • | | | • | | | |
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| Fee Category | | | 2023 | | | 2022 | |
| Audit Fees | | | $1,648,838 | | | $1,343,168 | |
| Audit Related Fees | | | — | | | — | |
| Tax Fees | | | $74,056 | | | $4,371 | |
| All Other Fees | | | $2,063 | | | $2,063 | |
| Total Fees | | | $1,724,957 | | | $1,349,603 | |
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| Name | | | Age | | | Position | |
| Michael Kirban(1) | | | 48 | | | Co-Founder, Executive Chairman, Board Chairman | |
| Martin Roper(2) | | | 61 | | | Chief Executive Officer, Director | |
| Corey Baker(3) | | | 52 | | | Chief Financial Officer | |
| Jonathan Burth(4) | | | 42 | | | Chief Operating Officer | |
| Jane Prior(5) | | | 45 | | | Chief Marketing Officer | |
| Charles van Es(6) | | | 47 | | | Chief Sales Officer | |
1. | See biography on page 14 of this Proxy Statement. |
2. | See biography on page 13 of this Proxy Statement. |
3. | Corey Baker has served as our Chief Financial Officer since March 2023. Mr. Baker served as Senior Vice President, Global Finance at PepsiCo, Inc. (“PepsiCo”) since December 2022, Chief Financial Officer for International & Global Commercial and Corporate Planning since January 2022, Vice President & Chief Financial Officer, PepsiCo Global Groups from January 2019 to January 2022, Vice President & Chief Financial Officer, PepsiCo Beverages Canada from June 2016 to January 2019, and multiple other leadership positions in finance at PepsiCo since 2006. Prior to his global roles, he held a variety of roles in the North American Organization, including working in the U.S. & Canada with its juice brands and acting as CFO, PepsiCo Beverages Canada. Mr. Baker holds a BA from Stonehill College and is a graduate of PepsiCo’s Impact Program at the University of Chicago’s Booth School of Business. |
4. | Jonathan Burth has served as our Chief Operating Officer since 2016, and has served in various capacities since joining the Company in 2007, including most recently as Vice President of Supply Chain from 2011 to 2016 and as Director of Finance from 2008 to 2010. Before joining the Company, Mr. Burth served as a trainee at UBS from June 2006 to June 2007. He also serves on the board of directors for Madecasse LLC, a chocolate manufacturer, a position he has held since June 2018. Mr. Burth holds an MA in International Business from the Grenoble Graduate School of Business. |
5. | Jane Prior has served as our Chief Marketing Officer since April 2019. Ms. Prior has previously held various other marketing positions at the Company since 2009, EVP, Global Brand Strategy & Development from August 2014 to March 2019 and Vice President, U.S. Marketing from 2011 to 2014. Prior to her time with the Company, Ms. Prior served as Director of Marketing for the New York Red Bulls, a Major League Soccer team, from 2006 to 2008, and as Manager of Marketing and Communications at Maxim Sports Marketing from 2002 to 2006. In 2019, Ms. Prior was included on the Forbes “CMO Next” list. Ms. Prior holds a Bachelor of Commerce from University College Dublin and an MA in Business Studies from the Michael Smurfit Graduate School of Business at University College Dublin. |
6. | Charles van Es has served as our Chief Sales Officer since October 2019. Mr. van Es previously served as our Vice President of Marketing from June 2016 to September 2019. Prior to his time at the Company, from October 2003 to May 2016, Mr. van Es served in various marketing roles at Heineken N.V., a Dutch alcoholic beverage company, including Senior Director of Portfolio Brands from 2013 to 2015. Mr. van Es holds an MBA from Columbia University and an MSc in Chemical Engineering from the Delft University of Technology. |
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| Name | | | Audit | | | Compensation | | | Nominating and ESG | |
| Aishetu Fatima Dozie | | | X | | | | | X | | |
| John Leahy | | | X | | | X | | | | |
| Eric Melloul | | | | | Chair | | | | ||
| Jane C. Morreau | | | Chair | | | | | X | | |
| Kenneth Sadowsky | | | | | X | | | Chair | |
• | appointing, approving the fees of, and assessing the independence of our registered public accounting firm; |
• | overseeing the work of our registered public accounting firm, including through the receipt and consideration of reports from such firm; |
• | pre-approving any audit or non-audit services; |
• | reviewing and discussing with management and the registered public accounting firm our annual and quarterly financial statements and related disclosures; |
• | coordinating our Board’s oversight of our internal control over financial reporting, disclosure controls and procedures; |
• | reviewing the Company’s Code of Business Conduct and Ethics and the Company’s procedures to enforce the same and to ensure that any complaints are received, investigated and concluded; |
• | overseeing our enterprise risk management processes and procedures, including financial and cybersecurity-related risks; |
• | overseeing the internal audit function and meeting independently with our internal auditing staff, registered public accounting firm and management; |
• | reviewing and approving or ratifying any related person transactions; and |
• | preparing the Audit Committee report required by the SEC rules (which is included on page 19 of this Proxy Statement). |
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• | reviewing and approving corporate goals and objectives relevant to the compensation of our Executive Chairman and CEO, evaluating the performance of the Executive Chairman and CEO in light of these goals and objectives and setting or making recommendations to the Board regarding the compensation of the Executive Chairman and CEO; |
• | reviewing and setting, or making recommendations to our Board for, the compensation of our other executive officers, including equity grants, including approval of employment and severance agreements; |
• | making recommendations to our Board regarding the compensation of our directors; |
• | reviewing and approving or making recommendations to our Board regarding our incentive compensation and equity-based plans and arrangements; |
• | succession planning for the Executive Chairman and CEO positions and other executive officer roles; |
• | appointing and overseeing any compensation consultants; and |
• | preparing the Compensation Committee report when required by the SEC rules. |
• | identifying individuals qualified to become board members and ensuring that the Board has the requisite expertise and members with sufficiently diverse and independent backgrounds; |
• | recommending to our Board the persons to be nominated for election as directors and to each board committee; |
• | assessing the independence of Board members and compliance with Nasdaq and SEC rules on an annual basis; |
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• | developing and recommending changes to our Board Corporate Governance Guidelines from time to time; |
• | reviewing and discussing corporate governance disclosures and practices; |
• | overseeing the Company’s efforts with regard to ESG matters, including oversight over the Company’s policies, programs and strategies related to environmental stewardship, responsible investment, corporate citizenship, human rights, human capital management and other social and public matters of significance; |
• | overseeing the progress of the Company in promoting its stated public benefits and take any such actions, or recommending to the Board such other actions, in support of the Company’s status as a PBC; and |
• | overseeing a periodic self-evaluation of our Board and its committees. |
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| Name | | | Title | |
| Michael Kirban | | | Co-Founder & Executive Chairman | |
| Martin Roper | | | Chief Executive Officer | |
| Jonathan Burth | | | Chief Operating Officer | |
| Corey Baker | | | Chief Financial Officer(1) | |
| Charles van Es | | | Chief Sales Officer | |
| Rowena Ricalde | | | Chief Accounting Officer(2) | |
(1) | Mr. Baker was appointed Chief Financial Officer, effective March 7, 2023. |
(2) | Ms. Ricalde temporarily assumed the responsibilities of the Company’s Principal Financial Officer as the Company’s interim Chief Financial Officer from September 2022 to March 2023. Under SEC rules, any individual serving in the role of the Principal Financial Officer at any time during the relevant year must be included as a NEO. |
• | Net sales increased by $66 million, or 15%, to $494 million for the year ended December 31, 2023, compared to $428 million for the year ended December 31, 2022. |
• | Adjusted EBITDA for the year ended 2023 was $68 million, compared to $20 million in 2022. The increase in Adjusted EBITDA was primarily driven by strong net sales growth and gross margin improvement resulting primarily from decreased transportation costs, volume growth and higher branded pricing. |
• | Full year 2023 net sales grew 15% to $494 million over the prior year. |
• | Net income was $47 million, or $0.79 per diluted share for the year ended 2023, compared to $8 million, or $0.14 per diluted share in the prior year. |
• | Our stock price at the end of fiscal year 2023 was $25.65, an increase of approximately 90% from the start of 2023. |
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• | Motivate our executives to achieve our strategic, operational and financial goals; |
• | Reward executives for achieving or exceeding financial performance targets; |
• | Attract and retain exceptional executives; and |
• | Incentivize practices that result in long-term increased shareholder value. |
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| What we do… | | | What we don’t do… | | ||||||
| ![]() | | | A significant portion of our executive’s compensation is “at-risk” based on corporate performance and the performance of our common stock | | | ![]() | | | No pledging or hedging transactions with respect to Company stock | |
| ![]() | | | Annually review the risk profile of our compensation programs | | | ![]() | | | No “single trigger” change in control severance benefits | |
| ![]() | | | Maintain oversight by an independent Compensation Committee | | | ![]() | | | No “single trigger” change in control equity acceleration for assumed awards | |
| ![]() | | | Align compensation programs with stockholder interests | | | ![]() | | | No tax “gross-ups” | |
| ![]() | | | Maintain a clawback policy allowing recovery of cash or equity-based compensation upon material revisions to financial results | | | ![]() | | | No option repricing without shareholder approval | |
| ![]() | | | Assess annually, use of equity against benchmarks for burn rate, and cost of equity as a percentage of net revenue and market capitalization | | | | | | ||
| ![]() | | | The Compensation Committee is advised as needed by an independent compensation consultant | | | | | |
| Element | | | Type of Element | | | Purpose | |
| Base Salary | | | Fixed | | | Designed to attract and retain highly talented executives by providing set compensation amounts that are competitive in the market and reward experience and performance | |
| Bonus Compensation | | | Variable | | | Designed to incentivize our executives to achieve specific business objectives | |
| Equity Compensation | | | Variable | | | Designed to align the interests of our executives and our stockholders by incentivizing them to create long-term stockholder value | |
| Other Benefits and Perquisites | | | Fixed | | | Designed to compete with peers and other organizations to retain talent and demonstrate the value we place on the welfare of our employees | |
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| 2023 Base Salaries(1) | | |||
| Michael Kirban | | | $484,000 | |
| Martin Roper | | | $484,000 | |
| Jonathan Burth | | | $370,000 | |
| Corey Baker | | | $365,000 | |
| Charles van Es | | | $365,000 | |
| Rowena Ricalde(2) | | | $250,000 | |
(1) | The actual salaries paid to each named executive officer for fiscal year 2023 are set forth in the “Summary Compensation Table” below in the column titled “Salary.” |
(2) | For the period that Ms. Ricalde served as interim Chief Financial Officer and through early August 2023 her rate of base salary was $264,000 and then returned to $250,000 as she resumed her role as Chief Accounting Officer (“CAO”) only. |
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| 2023 Target Bonus Percentage (% of Base Salary) | | |||
| Michael Kirban | | | 100% | |
| Martin Roper | | | 100% | |
| Jonathan Burth | | | 60% | |
| Corey Baker | | | 60% | |
| Charles van Es | | | 60% | |
| Rowena Ricalde | | | 35% | |
| Performance Metric | | | Minimum Performance Level | | | Target Performance Level | | | Maximum Performance Level | | | 2023 Performance Level | |
| Net Sales Growth | | | ≥7.0% | | | 12% | | | ≥16% | | | 15.4% | |
| Adjusted EBITDA1 | | | ≥$44 million | | | $50 million | | | ≥$60 million | | | $68 million | |
| Corporate Performance Factor | | | 0% | | | 100% | | | 200% | | | 187.5% | |
(1) | Adjusted EBITDA is a non-GAAP financial measure that is defined as our net income before interest, taxes, depreciation, and amortization adjusted to eliminate the impact of certain items, including certain non-cash and other items, that we do not consider representative of our ongoing operating performance. For additional detail on the reconciliation from Net Income to Adjusted EBITDA see “Non-GAAP Financial Measures” on page 47 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. |
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| Named Executive Officer | | | Base Salary at December 31, 2023 | | | Target Bonus Amount | | | Corporate Performance Factor | | | Resulting Annual Bonus Payout | |
| Michael Kirban | | | $484,000 | | | $484,000 | | | 187.5% | | | $907,500 | |
| Martin Roper | | | $484,000 | | | $484,000 | | | 187.5% | | | $907,500 | |
| Jonathan Burth | | | $370,000 | | | $222,000 | | | 187.5% | | | $416,250 | |
| Corey Baker | | | $365,000 | | | $219,000 | | | 187.5% | | | $410,625 | |
| Charles van Es | | | $365,000 | | | $219,000 | | | 187.5% | | | $410,625 | |
| Rowena Ricalde(1) | | | $250,000 | | | $91,247 | | | 187.5% | | | $171,087 | |
(1) | As mentioned above, for the period during 2023 that Ms. Ricalde served as interim Chief Financial Officer and through early August 2023 her rate of base salary was $264,000. Her rate of base salary returned to $250,000 as she resumed her service as solely Chief Accounting Officer. Her 2023 annual bonus payout was calculated using her actual salary paid in 2023 and a target bonus percentage of 35%. |
| Named Executive Officer | | | Transaction Bonus Amounts | |
| Michael Kirban | | | $200,000 | |
| Martin Roper | | | $200,000 | |
| Jonathan Burth | | | $15,000 | |
| Corey Baker | | | $60,000 | |
| Charles van Es | | | $15,000 | |
| Rowena Ricalde(1) | | | $55,000 | |
(1) | Amounts reflect $35,000 in respect of a payment for her contributions to the consummation of the transactions referenced above and $20,000 in the form of a bonus amount paid to her in August 2023 for her service as interim Chief Financial Officer. |
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| BellRing Brands, Inc. Beyond Meat, Inc. Celsius Holdings, Inc. e.l.f. Beauty, Inc. Freshpet, Inc. MGP Ingredients, Inc. | | | Nature’s Sunshine Products, Inc. NewAge, Inc. The Duckhorn Portfolio, Inc. The Honest Company, Inc. The Simply Good Foods Company Vital Farms, Inc. | |
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| BellRing Brands, Inc. Beyond Meat, Inc. BRC Inc. Celsius Holdings, Inc. e.l.f. Beauty, Inc. Fevertree Drinks PLC Freshpet, Inc. MGP Ingredients, Inc. Nature’s Sunshine Products, Inc. | | | Oatly Group AB Sovos Brands, Inc. Sweetgreen, Inc. The Duckhorn Portfolio, Inc. The Simply Good Foods Company Tootsie Roll Industries, Inc. Vital Farms, Inc. Warby Parker Inc. | |
• | The executive chair or executive co-chair of the Board and the chief executive officer or co-chief executive officer of the Company: 5x annual base salary |
• | Any other NEO of the Company: 2x annual base salary |
• | Non-employee director of the Company: 5x the value of the director’s annual cash retainer for that year (not including any additional retainers received for committee service) |
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| | | Respectfully submitted, | | |
| | | Compensation Committee Eric Melloul (Chair) John Leahy Kenneth Sadowsky | |
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| Name and Principal Position (1) | | | Year | | | Salary ($)(2) | | | Bonus ($)(3) | | | Stock Awards ($)(4) | | | Option Awards ($)(5) | | | Non-Equity Incentive Plan Compensation ($)(6) | | | All Other Compensation ($)(7) | | | Total ($) | |
| Michael Kirban Co-Founder and Executive Chairman | | | 2023 | | | 484,000 | | | 200,000 | | | — | | | 1,649,998 | | | 907,500 | | | 4,235 | | | 3,245,733 | |
| 2022 | | | 475,000 | | | | | — | | | — | | | 76,000 | | | 8,550 | | | 559,550 | | ||||
| 2021 | | | 471,508 | | | | | 544,605 | | | 2,048,711 | | | 528,640 | | | 8,550 | | | 3,602,014 | | ||||
| Martin Roper Chief Executive Officer | | | 2023 | | | 484,000 | | | 200,000 | | | | | 1,649,998 | | | 907,500 | | | 9,900 | | | 3,251,398 | | |
| 2022 | | | 475,000 | | | | | — | | | — | | | 76,000 | | | 8,550 | | | 559,550 | | ||||
| 2021 | | | 425,000 | | | | | — | | | 2,048,711 | | | 386,750 | | | 8,550 | | | 2,869,011 | | ||||
| Corey Baker Chief Financial Officer | | | 2023 | | | 298,636 | | | 60,000 | | | 1,049,994 | | | 350,026 | | | 410,625 | | | 6,387 | | | 2,175,668 | |
| Jonathan Burth Chief Operating Officer | | | 2023 | | | 370,000 | | | 15,000 | | | 200,011 | | | 200,001 | | | 416,250 | | | 9,900 | | | 1,211,162 | |
| 2022 | | | 355,000 | | | | | 900,004 | | | 300,000 | | | 85,200 | | | 8,550 | | | 1,648,754 | | ||||
| 2021 | | | 340,000 | | | | | 175,005 | | | 515,808 | | | 932,750 | | | 8,550 | | | 1,972,113 | | ||||
| Charles van Es Chief Sales Officer | | | 2023 | | | 365,000 | | | 15,000 | | | 200,011 | | | 200,001 | | | 410,625 | | | 9,900 | | | 1,200,537 | |
| 2022 | | | 346,000 | | | | | 900,004 | | | 300,000 | | | 83,040 | | | 8,550 | | | 1,637,594 | | ||||
| 2021 | | | 320,000 | | | | | 574,995 | | | 482,647 | | | 890,000 | | | 8,550 | | | 2,276,192 | | ||||
| Rowena Ricalde Chief Accounting Officer and Interim Chief Financial Officer | | | 2023 | | | 260,705 | | | 55,000 | | | 74,996 | | | 74,997 | | | 171,088 | | | 7,821 | | | 644,607 | |
(1) | Corey Baker joined the Company on March 7, 2023 to serve as our Chief Financial Officer. Rowena Ricalde served as our Interim Chief Financial Officer from September 2022 through March 7, 2023. Per SEC rules, Ms. Ricalde must be deemed a named executive officer for fiscal year ended December 31, 2023 because she served as the principal financial officer of the Company for a period during 2023. |
(2) | Amounts for Ms. Ricalde reflect that for the period she served as interim Chief Financial Officer of the Company and through until early August 2023, her base salary was $264,000 but it returned to $250,000 as she resumed her service solely as Chief Accounting Officer. |
(3) | Amounts reflect certain bonus amounts paid to each of the named executive officers for their individual contributions to certain transactions that were consummated during 2023. For Ms. Ricalde only, this amount also reflects a bonus amount for her service as interim Chief Financial Officer. For additional information on these transaction bonus amounts, please see “Bonus Compensation – Transaction Bonuses” in the Compensation Discussion and Analysis above. |
(4) | Amounts reflect the aggregate grant-date fair value of stock restricted stock units granted during fiscal years 2023, 2022 and 2021 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. For additional information regarding the assumptions used to calculate the value of all restricted stock unit awards, please see Notes 1 and 14 to our audited consolidated financial statements for the fiscal years ended December 31, 2023, December 31, 2022 and December 31, 2021 included in our Annual Reports on Form 10-K for the fiscal years then-ended, respectively. For additional information regarding the stock awards, please see the “Outstanding Equity Awards at Fiscal Year-End” table below. |
(5) | Amounts reflect the aggregate grant-date fair value of stock options granted during fiscal years 2023, 2022 and 2021 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. For additional information regarding the assumptions used to calculate the value of all option awards, please see Notes 1 and 14 to our audited consolidated financial statements for the fiscal years ended December 31, 2023, December 31, 2022 and December 31, 2021 included in our Annual Reports on Form 10-K for the fiscal years then-ended, respectively. For additional information regarding the options awards, please see the “Outstanding Equity Awards at Fiscal Year-End” table below. |
(6) | Amounts reflect annual cash performance-based bonuses under the 2021 Plan earned for the years ended December 31, 2023, December 31, 2022 and December 31, 2021. For additional information regarding the annual cash performance-based bonuses, please see the section titled “Fiscal 2023 Bonus” above. |
(7) | Amounts reflect matching contributions under the Company’s 401(k) plan. |
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| Name | | | Award Type | | | Grant Date | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Shares to be Issued Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | | | All Other Option Awards: Number of Securities Underlying Options (#)(3) | | | Exercise or Base Price of Option Awards ($/Sh)(4) | | | Grant Date Fair Value of Stock and Option Awards ($)(5) | | ||||||||||||
| Threshold ($) | | | Target ($) | | | Maximum ($) | | | Thres- hold (#) | | | Target (#) | | | Maximum (#) | | |||||||||||||||||||||
| Michael Kirban | | | Annual Cash Incentive Plan | | | | | 242,000 | | | 484,000 | | | 968,000 | | | | | | | | | | | | | | | | ||||||||
| Option | | | 3/10/2023 | | | | | | | | | | | | | | | | | 185,133(7) | | | 16.91 | | | 1,319,998 | | ||||||||||
| Option | | | 3/10/2023 | | | | | | | | | | | | | | | | | 46,875 | | | 16.91 | | | 330,000 | | ||||||||||
| Martin Roper | | | Annual Cash Incentive Plan | | | | | 242,000 | | | 484,000 | | | 968,000 | | | | | | | | | | | | | | | | ||||||||
| Option | | | 3/10/2023 | | | | | | | | | | | | | | | | | 185,133(7) | | | 16.91 | | | 1,319,998 | | ||||||||||
| Option | | | 3/10/2023 | | | | | | | | | | | | | | | | | 46,875 | | | 16.91 | | | 330,000 | | ||||||||||
| Jonathan Burth | | | Annual Cash Incentive Plan | | | | | 110,000 | | | 220,000 | | | 440,000 | | | | | | | | | | | | | | | | ||||||||
| 2025 LTI Bonus(6) | | | | | 300,000 | | | 600,000 | | | | | | | | | | | | | | | | | | ||||||||||||
| Option | | | 3/10/2023 | | | | | | | | | | | | | | | | | 14,205 | | | 16.91 | | | 100,003 | | ||||||||||
| Option | | | 3/10/2023 | | | | | | | | | | | | | | | | | 14,025(7) | | | 16.91 | | | 99,998 | | ||||||||||
| Restricted Stock Units | | | 3/10/2023 | | | | | | | | | | | | | | | 5,914 | | | | | | | 100,006 | | |||||||||||
| Restricted Stock Units | | | 3/10/2023 | | | | | | | | | | | | | | | 5,914(7) | | | | | | | 100,005 | | |||||||||||
| Corey Baker | | | Annual Cash Incentive Plan | | | | | 109,500 | | | 219,000 | | | 438,000 | | | | | | | | | | | | | | | | ||||||||
| 2025 LTI Bonus(6) | | | | | 300,000 | | | 600,000 | | | | | | | | | | | | | | | | | | ||||||||||||
| Option | | | 3/10/2023 | | | | | | | | | | | | | | | | | 14,205 | | | 16.91 | | | 100,003 | | ||||||||||
| Option | | | 5/10/2023 | | | | | | | | | | | | | | | | | 13,481(8) | | | 24.35 | | | 124,969 | | ||||||||||
| Option | | | 8/7/2023 | | | | | | | | | | | | | | | | | 11,547(8) | | | 27.59 | | | 125,054 | | ||||||||||
| Restricted Stock Units | | | 3/10/2023 | | | | | | | | | | | | | | | 17,741 | | | | | | | 300,000 | | |||||||||||
| Restricted Stock Units | | | 5/10/2023 | | | | | | | | | | | | | | | 15,400(8) | | | | | | | 374,990 | | |||||||||||
| Restricted Stock Units | | | 8/7/2023 | | | | | | | | | | | | | | | 13,592(8) | | | | | | | 375,004 | | |||||||||||
| Charles van Es | | | Annual Cash Incentive Plan | | | | | 109,500 | | | 219,000 | | | 438,000 | | | | | | | | | | | | | | | | ||||||||
| 2025 LTI Bonus(6) | | | | | 300,000 | | | 600,000 | | | | | | | | | | | | | | | | | | ||||||||||||
| Option | | | 3/10/2023 | | | | | | | | | | | | | | | | | 14,205 | | | 16.91 | | | 100,003 | | ||||||||||
| Option | | | 3/10/2023 | | | | | | | | | | | | | | | | | 14,025(7) | | | 16.91 | | | 99,998 | | ||||||||||
| Restricted Stock Units | | | 3/10/2023 | | | | | | | | | | | | | | | 5,914 | | | | | | | 100,006 | | |||||||||||
| Restricted Stock Units | | | 3/10/2023 | | | | | | | | | | | | | | | 5,914(7) | | | | | | | 100,005 | |
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| Name | | | Award Type | | | Grant Date | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Shares to be Issued Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | | | All Other Option Awards: Number of Securities Underlying Options (#)(3) | | | Exercise or Base Price of Option Awards ($/Sh)(4) | | | Grant Date Fair Value of Stock and Option Awards ($)(5) | | ||||||||||||
| Threshold ($) | | | Target ($) | | | Maximum ($) | | | Thres- hold (#) | | | Target (#) | | | Maximum (#) | | |||||||||||||||||||||
| Rowena Ricalde | | | Annual Cash Incentive Plan | | | | | 43,750 | | | 87,500 | | | 175,000 | | | | | | | | | | | | | | | | ||||||||
| Option | | | 3/10/2023 | | | | | | | | | | | | | | | | | 10,653 | | | 16.91 | | | 74,997 | | ||||||||||
| Restricted Stock Units | | | 3/10/2023 | | | | | | | | | | | | | | | 4,435 | | | | | | | 74,996 | |
(1) | Amounts included in the table above represent the threshold, target and maximum potential payout levels related to both the corporate and individual objectives for the fiscal year 2023 under the 2021 Plan as described under “Bonus Compensation – Fiscal 2023 Bonus” in the Compensation Discussion and Analysis. The payment for these awards have already been determined and were paid in February 2024 to the NEO’s and disclosed in the Summary Compensation Table. |
(2) | Other than the awards noted separately, each RSU grant vests equally over a four-year period with the first vesting occurring on the one-year anniversary of the grant date, subject to the named executive officer’s continued service through the applicable vesting date. |
(3) | Generally, other than the awards noted separately, stock options vest equally over a four-year period from the date of grant, subject to the NEO’s continued service through the applicable vesting date. |
(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 Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC. |
(6) | Amounts included in the table above represent the threshold and maximum potential payout levels related to potential payouts under the 2025 LTI Bonus upon the attainment of certain financial metrics for a performance period that commenced on January 1, 2023 and ends on December 31, 2025 as described under “Long-Term Incentive Compensation - 2025 Long-Term Cash Bonus” in the Compensation Discussion and Analysis. The target amount may be earned if the applicable performance goals are satisfied by December 31, 2025 and will be payable in the first quarter of 2026 subject to the executive’s continued employment through the applicable payment date. If the performance goals are not satisfied by December 31, 2025 but are satisfied by December 31, 2026, then the threshold amount (50%) may be earned and payable in the first quarter of 2027 subject to the executive’s continued employment through the applicable payment date. |
(7) | The performance-based stock options or RSUs vest upon the attainment of certain performance goals of the Company as described under “ Long-Term Incentive Compensation – 2023 Equity Grants” in the Compensation Discussion and Analysis. |
(8) | Each RSU or option grant vests 40% on March 10, 2024, 30% on March 10, 2025, 20% on March 10, 2026, and 10% on March 10, 2027, subject to the NEO’s continued service through the applicable vesting date. |
The Vita Coco Company, Inc. | | | 49 | | | 2024 Proxy Statement |
| | | Option Awards | | | Stock Awards | | ||||||||||||||||||||||
| Name | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of shares or units of stock that have not vested (#) | | | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | | Equity Incentive Plan: Number of unearned shares, units or other rights that have not vested (#) | | | Equity Incentive Plan Awards: Market or payout value of unearned shares, units or other rights that have not vested ($) | |
| Michael Kirban | | | 546,000 | | | — | | | — | | | 10.18 | | | 12/16/2029 | | | — | | | — | | | — | | | — | |
| 20,476 | | | 20,474(2) | | | — | | | 10.18 | | | 1/11/2031 | | | — | | | — | | | — | | | — | | |||
| 149,254 | | | 149,253(3) | | | — | | | 15.00 | | | 10/21/2031 | | | — | | | — | | | — | | | — | | |||
| | | 185,133(8) | | | — | | | 16.91 | | | 3/10/2033 | | | — | | | — | | | — | | | — | | ||||
| | | 46,875(9) | | | — | | | 16.91 | | | 3/10/2033 | | | — | | | — | | | — | | | — | | ||||
| Martin Roper | | | 579,670(4) | | | — | | | — | | | 10.18 | | | 9/19/2029 | | | — | | | — | | | — | | | — | |
| 20,476 | | | 20,474(2) | | | — | | | 10.18 | | | 1/11/2031 | | | — | | | — | | | — | | | — | | |||
| 149,254 | | | 149,253(3) | | | — | | | 15.00 | | | 10/21/2031 | | | — | | | — | | | — | | | — | | |||
| | | 185,133(8) | | | — | | | 16.91 | | | 3/10/2033 | | | — | | | — | | | — | | | — | | ||||
| | | 46,875(9) | | | — | | | 16.91 | | | 3/10/2033 | | | — | | | — | | | — | | | — | | ||||
| Jonathan Burth | | | 108,825 | | | — | | | — | | | 10.18 | | | 12/16/2029 | | | — | | | — | | | — | | | — | |
| 102,375 | | | 102,375(5) | | | — | | | 10.18 | | | 2/10/2030 | | | — | | | — | | | — | | | — | | |||
| — | | | — | | | 68,250(6) | | | 10.18 | | | 2/10/2030 | | | — | | | — | | | — | | | — | | |||
| 17,062 | | | 17,063(2) | | | — | | | 10.18 | | | 1/11/2031 | | | — | | | — | | | — | | | — | | |||
| 29,022 | | | 29,021(3) | | | — | | | 15.00 | | | 10/21/2031 | | | — | | | — | | | — | | | — | | |||
| — | | | 42,980(7) | | | — | | | 15.36 | | | 8/15/2032 | | | — | | | — | | | — | | | — | | |||
| | | 14,025(8) | | | | | 16.91 | | | 3/10/2033 | | | — | | | — | | | — | | | — | | |||||
| | | 14,205(9) | | | | | 16.91 | | | 3/10/2033 | | | — | | | — | | | — | | | | ||||||
| — | | | — | | | — | | | — | | | — | | | 5,833(3) | | | 149,616 | | | — | | | — | | |||
| — | | | — | | | — | | | — | | | — | | | 58,594(7) | | | 1,502,936 | | | — | | | — | | |||
| — | | | — | | | — | | | — | | | — | | | 11,828(13) | | | 303,388 | | | — | | | — | | |||
| Corey Baker | | | — | | | 14,205(9) | | | — | | | 16.91 | | | 3/10/2033 | | | — | | | — | | | — | | | — | |
| — | | | 13,481(10) | | | — | | | 24.35 | | | 5/10/2033 | | | — | | | — | | | — | | | — | | |||
| — | | | 11,547(10) | | | — | | | 27.59 | | | 8/7/2033 | | | — | | | — | | | — | | | — | | |||
| — | | | — | | | — | | | — | | | — | | | 17,741(9) | | | 455,957 | | | — | | | — | | |||
| — | | | — | | | — | | | — | | | — | | | 15,400(10) | | | 395,010 | | | — | | | — | | |||
| — | | | — | | | — | | | — | | | — | | | 13,592(10) | | | 348,635 | | | — | | | — | | |||
| Charles van Es | | | 39,675 | | | — | | | — | | | 10.18 | | | 12/16/2029 | | | — | | | — | | | — | | | — | |
| 56,875 | | | 56,875(5) | | | — | | | 10.18 | | | 2/10/2030 | | | — | | | — | | | — | | | — | | |||
| 13,650 | | | 13,650(2) | | | — | | | 10.18 | | | 1/11/2031 | | | — | | | — | | | — | | | — | | |||
| 29,022 | | | 29,021(3) | | | — | | | 15.00 | | | 10/21/2031 | | | — | | | — | | | — | | | — | | |||
| — | | | 42,980(7) | | | — | | | 15.36 | | | 8/15/2032 | | | — | | | — | | | — | | | — | | |||
| — | | | 14,025(8) | | | — | | | 16.91 | | | 3/10/2033 | | | — | | | — | | | — | | | — | | |||
| — | | | 14,205(9) | | | — | | | 16.91 | | | 3/10/2033 | | | — | | | — | | | — | | | — | | |||
| — | | | — | | | — | | | — | | | — | | | 19,166(3) | | | 491,608 | | | — | | | — | | |||
| — | | | — | | | — | | | — | | | — | | | 58,594(7) | | | 1,502,936 | | | — | | | — | | |||
| — | | | — | | | — | | | — | | | — | | | 11,828(13) | | | 303,388 | | | — | | | — | | |||
| Rowena Ricalde | | | 2,275 | | | 2,275(11) | | | — | | | 10.18 | | | 6/1/2031 | | | — | | | — | | | — | | | — | |
| | | | | | | | | | | 3,333(3) | | | 85,491 | | | — | | | — | | ||||||||
| | | | | | | | | | | 7,324(12) | | | 187,861 | | | | | | ||||||||||
| | | | | — | | | — | | | — | | | 4,435(9) | | | 113,758 | | | — | | | — | | |||||
| — | | | 10,653(9) | | | — | | | 16.91 | | | 3/10/2033 | | | — | | | — | | | — | | | — | |
(1) | The market value amounts in this column are based on the closing price of the Company’s common stock on December 29, 2023, the last trading day of the year ($25.65). |
The Vita Coco Company, Inc. | | | 50 | | | 2024 Proxy Statement |
(2) | The options were earned when certain performance conditions were met and vested 50% on January 11, 2023 and 50% will vest on January 11, 2025, subject to the NEO’s continued service through the applicable vesting date. |
(3) | The options or RSUs vest over four years in equal annual installments starting on November 27, 2022, subject to the NEO’s continued service through the applicable vesting date. |
(4) | The options became fully exercisable on July 31, 2023. |
(5) | The options vest 50% on February 10, 2022 and 50% on February 10, 2024, subject to the NEO’s continued service through the applicable vesting date. |
(6) | The options will be earned and eligible to vest if certain performance conditions for each tranche of the options are met by the target dates for those performance conditions and expire relative to each tranche if the performance conditions for such tranche are not met at the final target date for such tranche. Certain of these performance conditions deemed satisfied by our Compensation Committee in February 2024. |
(7) | The options or RSUs vest in three annual installments starting on August 15, 2025, subject to the NEO’s continued service through the applicable vesting date. |
(8) | The options vest 100% upon the attainment of certain performance conditions by the end of calendar year 2025 and 50% of such options vest if such performance conditions are not attained in calendar year 2025 but are met in calendar year 2026, subject to the named executive officer’s continued service through the applicable vesting date. |
(9) | The options or RSUs vest over four years in equal annual installments starting on March 10, 2024, subject to the NEO’s continued service through the applicable vesting date. |
(10) | The options or RSUs vest 40% on March 10, 2024, 30% on March 10, 2025, 20% on March 10, 2026 and 10% on March 10, 2027, subject to the NEO’s continued service through the applicable vesting date. |
(11) | The options vest 50% on June 1, 2023 and 50% on June 1, 2025, subject to the NEO’s continued service through the applicable vesting date. |
(12) | The options or RSUs vest over four years in equal annual installments starting on August 15, 2023, subject to the NEO's continued service through the applicable vesting date. |
(13) | Half of the stock awards vest over four years in equal annual installments starting on March 10, 2024, subject to the NEO’s continued service through the applicable vesting date. The remaining RSUs vest 100% upon the attainment of certain performance conditions by the end of calendar year 2025 and 50% of such RSUs vest if such performance conditions are not attained in calendar year 2025 but are met in calendar year 2026, subject to the NEO’s continued service through the applicable vesting date. |
The Vita Coco Company, Inc. | | | 51 | | | 2024 Proxy Statement |
| | | Option Awards | | | Stock Awards | | |||||||
| Name | | | Number of shares acquired on exercise (#) | | | Value realized on exercise ($)(1) | | | Number of shares acquired on vesting (#) | | | Value realized on vesting ($)(1) | |
| Michael Kirban | | | — | | | — | | | — | | | — | |
| Martin Roper | | | — | | | — | | | — | | | — | |
| | | | | — | | | — | | |||||
| Jonathan Burth | | | 40,000 | | | 776,520 | | | — | | | — | |
| 11,600 | | | 230,376 | | | — | | | — | | |||
| 28,400 | | | 572,061 | | | — | | | — | | |||
| | | | | 2,917 | | | 87,627 | | |||||
| Corey Baker | | | — | | | — | | | — | | | — | |
| Charles van Es | | | 30,000 | | | 582,330 | | | — | | | — | |
| 15,315 | | | 297,279 | | | — | | | — | | |||
| 14,685 | | | 245,122 | | | — | | | — | | |||
| 1,800 | | | 33,338 | | | — | | | — | | |||
| 28,200 | | | 506,387 | | | — | | | — | | |||
| — | | | — | | | 9,584 | | | 287,903 | | |||
| Rowena Ricalde | | | — | | | — | | | 2,442 | | | 66,740 | |
| | | | | 1,801 | | | 54,102 | |
(1) | The values realized are based on the closing price of our common stock on the applicable exercise or vesting date. |
The Vita Coco Company, Inc. | | | 52 | | | 2024 Proxy Statement |
The Vita Coco Company, Inc. | | | 53 | | | 2024 Proxy Statement |
The Vita Coco Company, Inc. | | | 54 | | | 2024 Proxy Statement |
The Vita Coco Company, Inc. | | | 55 | | | 2024 Proxy Statement |
| Name | | | Involuntary Termination Without Cause ($) | | | Death or Disability ($) | | | Change of Control ($)(1) | |
| Michael Kirban | | | | | | | | |||
| Severance(3) | | | 484,000 | | | 484,000(2) | | | — | |
| Annual Incentive Bonus | | | — | | | — | | | — | |
| Accelerated Vesting of Equity | | | — | | | — | | | 3,934,027 | |
| Insurance Benefits(5) | | | — | | | — | | | — | |
| Other Fringe Benefits | | | — | | | — | | | — | |
| Total | | | 484,000 | | | 484,000 | | | 3,934,027 | |
| Martin Roper | | | | | | | | |||
| Severance(3) | | | 484,000 | | | — | | | — | |
| Annual Incentive Bonus(4) | | | 484,000 | | | — | | | — | |
| Accelerated Vesting of Equity | | | — | | | — | | | 3,934,027 | |
| Insurance Benefits(5) | | | — | | | — | | | — | |
| Other Fringe Benefits (6) | | | 65,000 | | | — | | | — | |
| Total | | | 1,033,000 | | | — | | | 3,934,027 | |
| Jonathan Burth | | | | | | | | |||
| Severance(3) | | | 370,000 | | | — | | | — | |
| Annual Incentive Bonus(4) | | | 222,000 | | | — | | | — | |
| Accelerated Vesting of Equity | | | — | | | — | | | 4,498,326 | |
| Insurance Benefits(5) | | | — | | | — | | | — | |
| Other Fringe Benefits | | | — | | | — | | | — | |
| Total | | | 592,000 | | | — | | | 4,498,326 | |
The Vita Coco Company, Inc. | | | 56 | | | 2024 Proxy Statement |
| Name | | | Involuntary Termination Without Cause ($) | | | Death or Disability ($) | | | Change of Control ($)(1) | |
| Charles van Es | | | | | | | | |||
| Severance(3) | | | 212,917 | | | — | | | — | |
| Annual Incentive Bonus(4) | | | 219,000 | | | — | | | — | |
| Accelerated Vesting of Equity | | | — | | | — | | | 4,294,799 | |
| Insurance Benefits(5) | | | — | | | — | | | — | |
| Other Fringe Benefits | | | — | | | — | | | — | |
| Total | | | 431,917 | | | — | | | 4,294,799 | |
| Corey Baker | | | | | | | | |||
| Severance(3) | | | 365,000 | | | — | | | — | |
| Annual Incentive Bonus(4) | | | 219,000 | | | — | | | — | |
| Accelerated Vesting of Equity | | | — | | | — | | | 1,317,977 | |
| Insurance Benefits(5) | | | — | | | — | | | — | |
| Other Fringe Benefits | | | — | | | — | | | — | |
| Total | | | 584,000 | | | — | | | 1,317,977 | |
| Rowena Ricalde | | | | | | | | |||
| Severance | | | — | | | — | | | — | |
| Annual Incentive Bonus | | | — | | | — | | | — | |
| Accelerated Vesting of Equity | | | — | | | — | | | 515,411 | |
| Insurance Benefits(5) | | | — | | | — | | | — | |
| Other Fringe Benefits | | | — | | | — | | | — | |
| Total | | | | | — | | | 515,411 | |
(1) | The amount in the table includes: (i) the unvested RSUs valued at the market price of our common stock on December 29, 2023 ($25.65); and (ii) the unvested stock option awards multiplied by the excess, if any, of the market price of our common stock on December 29, 2023 ($25.65) over the exercise price. There can be no assurance that a triggering event would produce the same or similar results as those estimated if such event occurs on any other date or at any other price, or if any other assumption used to estimate potential payments and benefits is not correct. Due to the number of factors that affect the nature and amount of any potential payments or benefits, any actual payments and benefits may be different. |
(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 sixteen (16) full years of service and one (1) month for Mr. van Es with seven (7) full years of service as of December 31, 2023). |
(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. |
The Vita Coco Company, Inc. | | | 57 | | | 2024 Proxy Statement |
| Item | | | Annual Payment | |
| Retainer for Board Members | | | $40,000 | |
| Audit Committee Chair | | | $35,000 | |
| Audit Committee Member | | | $10,000 | |
| Compensation Committee Chair | | | $10,000 | |
| Compensation Committee Member | | | $5,000 | |
| Nominating and ESG Committee Chair | | | $7,500 | |
| Nominating and ESG Committee Member | | | $5,000 | |
| Annual Equity Grant (RSUs) | | | $70,000 | |
The Vita Coco Company, Inc. | | | 58 | | | 2024 Proxy Statement |
| Name(1) | | | Fees Earned or Paid in Cash ($)(2) | | | Stock Awards ($)(3)(4) | | | Option Awards ($) | | | Non-Equity Incentive Plan Compensation ($) | | | Nonqualified Deferred Compensation ($) | | | All Other Compensation ($) | | | Total ($) | |
| Aishetu Fatima Dozie(5) | | | 55,000 | | | 69,999 | | | — | | | — | | | — | | | — | | | 124,999 | |
| John Leahy | | | 55,000 | | | 69,999 | | | — | | | — | | | — | | | — | | | 124,999 | |
| Ira Liran | | | 40,000 | | | 69,999 | | | — | | | — | | | — | | | — | | | 109,999 | |
| Eric Melloul(6) | | | 50,000 | | | 69,999 | | | — | | | — | | | — | | | — | | | 119,999 | |
| Jane C. Morreau(7) | | | 80,000 | | | 69,999 | | | — | | | — | | | — | | | — | | | 149,999 | |
| Kenneth Sadowsky | | | 52,500 | | | 69,999 | | | — | | | — | | | — | | | — | | | 122,499 | |
| John Zupo(8) | | | 40,000 | | | 69,999 | | | — | | | — | | | — | | | — | | | 109,999 | |
(1) | Messrs. Kirban and Roper are not included in this table as they are named executive officers of the Company and receive no additional compensation for their service as directors. |
(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 2023 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. For additional information regarding the assumptions used to calculate the value of all restricted stock awards, please see Note 14 to our audited consolidated financial statements for the fiscal year ended December 31, 2023 included in our Annual Report on Form 10-K. |
(4) | These stock awards were awarded on June 7, 2023. Each non-employee director received the annual equity award, which consisted of 2,684 RSUs with a grant date fair value of $69,999 at the closing market price on the grant date. |
(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. |
• | We determined that as of December 31, 2023, our employee population consisted of approximately 300 individuals (including full-time and part-time employees, other than our CEO) working across all of our locations globally including the U.S., Europe and Singapore. |
• | We identified the “median employee” by examining 2023 total cash compensation. For purposes of determining total cash compensation, we included base salary, incentive compensation and 401(k) match, as reflected in our payroll records. As permitted by SEC rules, we annualized the total cash compensation of all individuals who were employed as of December 31, 2023. |
• | We identified our median employee using this compensation measure, which was consistently applied to all our employees included in the calculation. |
The Vita Coco Company, Inc. | | | 59 | | | 2024 Proxy Statement |
• | The annual total compensation of our median employee was $84,850; and |
• | Mr. Roper’s total annual compensation, as set forth in the Summary Compensation Table, was $3,251,398. |
The Vita Coco Company, Inc. | | | 60 | | | 2024 Proxy Statement |
| Year | | | Summary Compensation Table Total for PEO1 $ | | | Compensation Actually Paid to PEO2 $ | | | Average Summary Compensation Table Total for Non-PEO NEOs3 $ | | | Average Compensation Actually Paid to Non-PEO NEOs4 $ | | | Value of Initial Fixed $100 Investment Based On: | | | Net Income - Continuing Operations (millions)7 | | | Company Selected Measure: Adjusted EBITDA (millions)8 | | |||
| Total Shareholder Return5 $ | | | Peer Group Total Shareholder Return6 $ | | |||||||||||||||||||||
| 2023 | | | | | | | | | | | | | | | $ | | | $ | | ||||||
| 2022 | | | | | | | | | | | | | | | $ | | | $ | |
(1) |
(2) | The following table provides information regarding the calculation for the CAP to Mr. Roper for fiscal years 2023 and 2022: |
| PEO | | | 2023 | | | 2022 | |
| Reported Summary Compensation Table Total for PEO | | | | | | ||
| - Reported Value of Equity Awards | | | ( | | | | |
| + Year End Fair Value of Equity Awards | | | | | | ||
| + Year Over Year Change in Fair Value of Outstanding and Unvested Equity Awards | | | | | | ||
| +/- Year Over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | | | | | | ||
| +/- Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | | | | | | ||
| +/- Value of Dividends Paid on Stock Awards not Otherwise Reflected in Fair Value or Total Compensation | | | | | | ||
| Compensation Actually Paid to PEO | | | | | |
(3) | Messrs. Kirban, Burth, van Es, Baker and Ms. Ricalde served as non-PEO NEOs for fiscal year 2023. Messrs. Kirban, Burth and van Es served as non-PEO NEOs for fiscal year 2022. |
The Vita Coco Company, Inc. | | | 61 | | | 2024 Proxy Statement |
(4) | The following table provides information regarding the calculation for the CAP to the non-PEO named executive officers for fiscal years 2023 and 2022: |
| Average for Non-PEO NEOs | | | 2023 | | | 2022 | |
| Average Reported Summary Compensation Table Total for Non-PEO NEOs | | | | | | ||
| - Average Reported Value of Equity Awards | | | ( | | | ( | |
| + Average Year End Fair Value of Equity Awards | | | | | | ||
| +/- Year Over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards | | | | | | ||
| +/- Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | | | | | | ||
| - 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 | | | | | |
(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 |
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| Plan Category | | | Number of Securities to be Issued Upon Exercise of Outstanding Options and Rights | | | Weighted-Average Exercise Price of Outstanding Options and Rights | | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column(a)) | |
| Equity Compensation Plans Approved by Stockholders | | | 5,088,313 | | | 12.33 | | | 3,124,326 | |
| Equity Compensation Plans Not Approved by Stockholders | | | — | | | — | | | — | |
| Total | | | 5,088,313 | | | 12.33 | | | 3,124,326 | |
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| | | Number of Shares Beneficially Owned | | | Percentage of Shares Beneficially Owned | | |
| 5% or Greater Stockholders | | | | | | ||
| Verlinvest Beverages SA(1) | | | 10,858,120 | | | 19.2% | |
| Named Executive Officers and Directors | | | | | | ||
| Michael Kirban(2) | | | 3,430,666 | | | 6.0% | |
| Martin Roper(3) | | | 2,582,129 | | | 4.5% | |
| Corey Baker(4) | | | 23,836 | | | * | |
| Jonathan Burth(5) | | | 438,855 | | | * | |
| Charles van Es(6) | | | 204,579 | | | * | |
| Rowena Ricalde(7) | | | 9,317 | | | * | |
| Aishetu Dozie(8) | | | 8,441 | | | * | |
| John Leahy(9) | | | 38,074 | | | * | |
| Ira Liran(10) | | | 1,634,355 | | | 2.9% | |
| Eric Melloul(11) | | | 10,860,804 | | | 19.2% | |
| Jane C. Morreau(12) | | | 41,108 | | | * | |
| Kenneth Sadowsky(13) | | | 660,361 | | | 1.2% | |
| John Zupo(14) | | | 49,449 | | | * | |
| All executive officers and directors as a group (14 individuals)(15) | | | 20,193,500 | | | 34.2% | |
* | Less than one percent. |
1. | Based solely on a Schedule 13/G filed with the SEC on February 2, 2024 by Verlinvest Beverages SA. Verlinvest has sole voting and dispositive power over 10,858,120 shares of common stock. The business address for Verlinvest is Place Eugène Flagey 18, 1050 Brussels, Belgium. |
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2. | Based on a Schedule 13G filed with the SEC on February 9, 2024, Section 16 flings and information known to the Company. Consists of (i) 61,307 shares of common stock held of record by the Mr. Kirban directly, (ii) 727,449 shares of common stock that Mr. Kirban has the right to acquire upon the exercise of stock options, (iii) 2,026,229 shares of common stock held of record by the Michael Kirban 2010 Trust, of which Mr. Kirban serves as trustee and has sole voting and dispositive power, and (iv) 615,681 shares of common stock held of record by the Michael Kirban Revocable Trust, of which Mr. Kirban serves as trustee and has sole voting and dispositive power. |
3. | Consists of (i) 435,435 shares of our common stock held by Mr. Roper directly, (ii) 434,525 shares of our common stock held by Christopher G. Roper Exempt Family Trust, for which Mr. Roper’s spouse is the trustee, (iii) 434,525 shares of our common stock held by Peter S. Roper Exempt Family Trust, for which Mr. Roper’s spouse is the trustee, (iv) 434,525 shares of our common stock held by Thomas L. Roper Exempt Family Trust, for which Mr. Roper’s spouse is the trustee; (v) 82,000 shares of our common stock held by Mr. Roper’s spouse, and (vi) 761,119 shares of our common stock that Mr. Roper has the right to acquire upon the exercise of stock options that are fully vested and exercisable. |
4. | Consists of (i) 13,561 shares of our common stock that Mr. Baker has the right to acquire upon the exercise of stock options that are fully vested and exercisable and (ii) 10,275 shares of common stock. |
5. | Consists of (i) 381,410 shares of our common stock that Mr. Burth has the right to acquire upon the exercise of stock options that are fully vested and exercisable and (ii) 57,445 shares of common stock. |
6. | Consists of (i) 199,648 shares of our common stock that Mr. van Es has the right to acquire upon the exercise of stock options that are fully vested and exercisable and (ii) 4,931 shares of common stock |
7. | Consists of (i) 4,938 shares of our common stock that Ms. Ricalde has the right to acquire upon the exercise of stock options that are fully vested and exercisable and (ii) 4,379 shares of common stock. |
8. | Consists of (i) 5,757 shares of our common stock held by Ms. Dozie and (ii) 2,684 shares of our common stock underlying RSUs that will vest within 60 days of April 8, 2024. |
9. | Consists of (i) 27,300 shares of our common stock that Mr. Leahy has the right to acquire upon the exercise of stock options that are fully vested and exercisable, (ii) 8.090 shares of our common stock, and (iii) 2,684 shares of our common stock underlying RSUs that will vest in full within 60 days of April 8, 2024. |
10. | Consists of (i) 645,942 shares of our common stock held by Mr. Liran, (ii) 985,729 shares of our common stock held by Ira Liran 2012 Family Trust, and (iii) 2,684 shares of our common stock underlying RSUs that will vest in full within 60 days of April 10, 2023. |
11. | Consists of (i) 10,858,120 shares of our common stock held of record by Verlinvest Beverages SA and disclosed in footnote (1) above and (ii) 2,684 shares of our common stock underlying RSUs that will vest within 60 days of April 8, 2024. Pursuant to a nominee agreement, upon vesting of the RSUs, the shares of common stock underlying such awards will directly be transferred to Verlinvest Beverages SA. Mr. Melloul is a member of the board of directors of Verlinvest Beverages SA and therefore may be deemed to have shared voting power with respect to our shares of common stock. Mr. Melloul disclaims beneficial ownership of such shares. The business address for Verlinvest Beverages SA is Place Eugene Flagey 18, 1050 Brussels, Belgium. |
12. | Consists of (i) 30,334 shares of our common stock that Ms. Morreau has the right to acquire upon the exercise of stock options that are fully vested and exercisable, (ii) 2,333 shares of our common stock, (iii) 5,757 shares of our common stock underlying RSUs that will vest in full within 60 days of April 10, 2023 and for which delivery has been deferred until Ms. Morreau’s separation of service from the Board and (iv) 2,684 shares of our common stock underlying RSUs that will vest within 60 days of April 8, 2024. |
13. | Consists of (i) 624,620 shares of our common stock, (ii) 27,300 shares of our common stock that Mr. Sadowsky has the right to acquire upon the exercise of stock options that are fully vested and exercisable, (iii) 5,757 shares of our common stock underlying vested RSUs for which delivery has been deferred until June 1, 2027, and (iv) 2,684 shares of our common stock underlying RSUs that will vest within 60 days of April 8, 2024. |
14. | Consists of (i) 38,675 shares of our common stock that Mr. Zupo has the right to acquire upon the exercise of stock options that are fully vested and exercisable, and (ii) 2,333 shares of our common stock, (iii) 5,757 shares of our common stock underlying vested RSUs and for which delivery has been deferred until June 1, 2027; and (iv) 2,684 shares of our common stock underlying RSUs that will vest within 60 days of April 8, 2024. |
15. | Consists of (i) 17,805,549 shares of common stock, (ii) 2,369,163 shares of our common stock underlying options to purchase common stock that are fully vested and exercisable, and (iii) 18,788 shares of our common stock underlying restricted stock units that will vest within 60 days of April 8, 2024. |
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