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Vita Coco Company, Inc.

For the period ended Dec 31, 2024. Filed Apr 23, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 31, 2024 · Filed Apr 23, 2025

COCO$62.45-1.9%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant☒

Filed by a Party other than the Registrant☐

Check the appropriate box:

☐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

The Vita Coco Company, Inc.

(Name of Registrant as Specified in its Charter)

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

Payment of Filing Fee (Check the appropriate box):

☒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

NOTICE & PROXY STATEMENT

Annual Meeting of Stockholders

June 3, 2025

9:00 a.m. (Eastern Time)

THE VITA COCO COMPANY, INC.

250 PARK AVENUE SOUTH, 7 TH FLOOR

NEW YORK, NEW YORK 10003

To Our Stockholders:

You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of The Vita Coco Company, Inc. (the “Company”) at 9:00 a.m. Eastern Time, on Tuesday, June 3, 2025. The Annual Meeting will be a completely virtual meeting conducted via live webcast.

The Notice of Meeting and Proxy Statement on the following pages describes the matters to be presented at the Annual Meeting. Please see the section called “Who can attend the Annual Meeting?” on page 5 of the Proxy Statement for more information about how to attend the meeting online.

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

Thank you for your support.

Sincerely,

Martin Roper

Chief Executive Officer

Table of Contents
Notice of Annual Meeting of Stockholders1
Proxy Statement1
Proposals1
Recommendations of the Board2
Information About This Proxy Statement2
Questions and Answers about the 2025 Annual Meeting of Stockholders4
Proposals to be Voted on10
Proposal 1: Election of Directors10
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm20
Report of the Audit Committee of the Board of Directors21
Independent Registered Public Accounting Firm Fees and Other Matters22
Executive Officers24
Corporate Governance25
General25
Board Composition25
Investor Rights Agreement25
Director Independence26
Director Candidates26
Board Leadership Structure27
Role in Risk Oversight28
Board Self-Assessment Process28
Board Orientation and Continuing Education28
Attendance by Members of the Board of Directors at Meetings29
Executive Sessions29
Compensation Committee Interlocks and Insider Participation29
Board’s Role in Human Capital Management29
Environmental, Social and Governance29
Code of Business Conduct and Ethics30
Communications from Stockholders30
Committees of the Board31
Audit Committee31
Compensation Committee32
Nominating & ESG Committee33
Proposal 3: Advisory Vote on Executive Compensation34
Delinquent Section 16(a) Reports35
Executive and Director Compensation36
Compensation Discussion and Analysis36
Executive Summary36
Elements of Our Executive Compensation Program39
Compensation Decision-Making Process44
Compensation Committee Report47
Summary Compensation Table48
Grants of Plan-Based Awards for Fiscal 202449
Outstanding Equity Awards at Fiscal Year-End51
Option Exercises and Stock Vested54
Executive Employment Agreements55
Potential Payments Upon Termination or Change in Control58
Director Compensation60
Director Compensation Table61
CEO Pay Ratio62
Pay Versus Performance63
Equity Compensation Plan Information67
Security Ownership of Certain Beneficial Owners and Management68
Certain Relationships and Related Person Transactions70
Stockholders’ Proposals73
Other Matters74
Solicitation of Proxies75
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.