Vita Coco Company, Inc.

Base Salaries

Our NEOs receive a base salary to compensate them for the services they provide to the Company. The base salary payable to each NEO is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities. Each year, the Compensation Committee takes into account the foregoing factors as well as the Company’s financial performance, progress against the Company’s ESG goals, individual professional contributions and internal pay equity in setting compensation. In February 2024, our Board and Compensation Committee approved 2024 base salaries for our NEOs, in the amounts next to their name in the chart below, to be effective retroactively to January 1, 2024.

1. The actual salaries paid to each NEO for fiscal year 2024 are set forth in the “Summary Compensation Table” below in the column titled “Salary.”

Bonus Compensation

General Design

All of our NEOs are eligible to earn an annual cash bonus award based on the achievement of corporate performance goals, typically based on financials goals for that current financial year. Typically, in the first quarter of each fiscal year, the Compensation Committee approves the corporate performance goals and confirms the target bonus percentages applicable to each executive officer. The target bonus percentages are a percentage of the NEO’s base salary and determined based on position and duties. Annual cash bonus payments are determined after the end of the year and are based on actual performance against each goal, subject to adjustments approved and applied by the Compensation Committee.

The formula for computing annual bonus payments is as follows:

Fiscal 2024 Bonus

After a review of the compensation design and benchmark data, no changes were made to the bonus percentages for the NEOs relative to 2023.

The target bonus percentages for the NEOs in 2024 were as follows:

The “Corporate Performance Factor” for 2024 is comprised of three financial metrics. The three financial metrics for our executive officers were Adjusted EBITDA, weighted 50%, Total Net Revenue, weighted 25%, and Branded Net Revenue, weighted 25%. This weighting reflects the long-term prioritization of Net Revenue and Adjusted EBITDA growth as measures of Company performance and the addition of Branded Net Revenue as a performance measure given the priorities driving the business and a desire to specifically prioritize branded growth in 2024.

The three performance goals of Adjusted EBITDA, Total Net Revenue and Branded Net Revenue have a minimum, target and maximum performance level. Payouts for each goal could vary between 0% and 200% of target. Although the bonus goals are formulaic by design, awards are subject to adjustment at the sole discretion of the Compensation Committee, based on the occurrence of specified events and a holistic assessment of the performance of the Company, relevant executive and/or the executive team.

Based upon our overall performance in 2024, in February 2025, our Compensation Committee approved a Corporate Performance Factor of 160.8%, as detailed in the table below:

1. Adjusted EBITDA is a non-GAAP financial measure that is defined as our net income before interest, taxes, depreciation, and amortization adjusted to eliminate the impact of certain items, including certain non-cash and other items, that we do not consider representative of our ongoing operating performance. For additional detail on the reconciliation from EBITDA to Adjusted EBITDA see “Non-GAAP Financial Measures” on page 49 of our 2024 Annual Report.

ESG Modifier

Since 2023, the Compensation Committee has approved the inclusion of an ESG component in the annual incentive plan. This component is evaluated on a holistic basis by the Compensation Committee based on our progress on our ESG objectives, and represents a non-financial element of our incentive plan that aligns with the Company’s public benefit corporation mission. For 2024, the NEOs’ final bonus payouts could be increased or decreased by up to 10 percentage points under the ESG modifier. Making progress toward these strategic targets is a baseline expectation. The modifier is intended to apply only to achievement well above or below overall expected progress. For 2024, the Compensation Committee did not apply a modifier based on ESG results, reflecting satisfactory progress generally against our goals.

Final Bonus Payouts for Fiscal 2024

The annual bonus payments set forth in the table below are based on 2024 performance and the scoring of the performance goals as described above, and were paid in early 2025.

Long-Term Incentive Compensation

Typically, equity grants or long-term performance-based cash awards have been made in thefirst quarter of each year based on Company performance and individual contribution. Historically, Messrs. Kirban and Roper have been granted stock options only, while the rest of the executive team, including the NEOs, have received a mixture of RSUs and stock options. Some of the historical option grants have included performance-based vesting conditions. We began issuing performance-based vesting RSUs in 2023 to certain NEOs and senior management members, and continued this practice in 2024.

During 2024, wedid not take into account any material nonpublic information when determining the timing and terms of equity incentive awards. Equity awards, including stock options, are not granted in anticipation of the release of material non-public information, and the release of material non-public informationis not timed based on stock option or other equity grant dates.

2024 Equity Grants

Restricted Stock Units

In February 2024, the Committee approved RSU grants with a grant date fair value of $1.1 million to each of Messrs. Kirban and Roper and $276,000 to each of Messrs. Baker, Burth, and van Es for their service as members of the senior leadership team. In addition to time-based vesting, RSUs are subject to fluctuations of the Company stock price and are intended to directly align the interests of our executives with the long-term interests of the Company and its stockholders and incentivize executives to make decisions aimed at increasing stockholder value. RSUs generally vest ratably over a four-year period, subject to the executive remaining employed by the Company through the applicable vesting date. See the table, “Outstanding equity awards at 2024 year-end” for more details.

Additional RSU grants may be made for purposes of recruiting, promoting, or retaining executives as may be approved by the Compensation Committee.

Stock Options

In February 2024, the Compensation Committee approved stock option grants with a grant value of $660,000 to each of Messrs. Kirban and Roper that are subject to time-based vesting terms and vest ratably over a four-year period, subject to the executive remaining employed by the Company through the applicable vesting date.

In February 2024, the Compensation Committee also approved stock option grants with a grant value of $92,000 to each of Messrs. Baker, Burth, and van Es as members of the senior leadership team. The time-based vesting stock options vest ratably over a four-year period, subject to the executive remaining employed by the Company through the applicable vesting date. See the table, “Outstanding equity awards at 2024 year-end” for more details.

Performance Stock Units

PSUs were also granted in 2024, with a three-year performance period to further reinforce an executive’s accountability for the Company’s future financial and strategic goals and performance by tying a portion of their long-term compensation directly to operating results measured over a number of years. In February 2024, the Compensation Committee approved PSU grants with a grant value of $440,000 to each of Messrs. Kirban and Roper and $92,000 to each of Messrs. Baker, Burth, and van Es as members of the senior leadership team. The PSUs vest only to the extent the Company achieves Adjusted EBITDA and Net Revenue growth goals over a three-year performance period, provided the executive remains employed by the Company for the performance period. The performance period for the 2024 grant of PSUs began on January 1, 2024 and ends on December 31, 2026. Vesting of the PSUs may only be earned if the applicable performance goals are attained by the end of 2026, as confirmed by the Compensation Committee in the first quarter of 2027. The PSUs can vest between 0% and 200% of target. See the table, “Outstanding equity awards at 2024 year-end” for more details.

2025 Long-Term Cash Bonus

In 2023, the Compensation Committee approved long-term incentive cash awards to Messrs. Burth, van Es and Baker and one other leadership team member, that are subject to performance-based vesting conditions and continued employment with a performance period between January 1, 2023 and December 31, 2025 (such bonus, the “2025 LTI Bonus”). Each 2025 LTI Bonus consists of a $600,000 cash bonus that may only be earned if the applicable performance goals are attained by the end of 2025, as confirmed by the Compensation Committee in the first quarter of 2026; provided however, if the performance goals are not satisfied until the end of 2026, only fifty percent (50%) of the cash bonus will become payable to the executive. The performance metrics are specified Adjusted EBITDA and Net Revenue growth targets and the Compensation Committee has reserved broad discretion to make adjustments to the metrics as appropriate based on events that may occur during the performance period.

Mr. Baker’s 2023 Sign-On Equity Grant

In connection with his hiring in 2023, Mr. Baker received sign-on grants of time-based vesting RSUs and stock options with a collective grant value of $1 million, comprised of $750,000 in RSUs and $250,000 in stock options. These awards were granted in two installments with the first being awarded after the second earnings release issued by the Company after his start date and the other half awarded following the immediately subsequent earnings release issued by the Company. The value of these awards factored into the Compensation Committee’s determination to grant Mr. Baker equity awards in 2024 in line with the grant value of equity awards issued to Messrs. Burth and van Es in 2024.

Retirement Plans

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

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

Anti-Hedging Policy

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

Employee Benefits and Perquisites

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