Vita Coco Company, Inc.

Role of Compensation Committee

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

Role of Independent Compensation Consultant

To support the Compensation Committee’s decision making, the Compensation Committee retained Pearl Meyer, a leading independent compensation consultant, to produce benchmark data and advise on the Company’s approach to compensation. In selecting Pearl Meyer, the Board reviewed their independence, including the factors prescribed by the SEC and Nasdaq, and concluded that there were no conflicts of interest that would preclude them from serving as an independent advisor to the Board. Pearl Meyer does not provide other services to us, except at the direction of our Board or Compensation Committee. We do not have any other relationships with Pearl Meyer.

Role of Management

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

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

Role of Market Data and Our Peer Group

Pearl Meyer assisted the Compensation Committee in evaluating the Company’s compensation program against the compensation programs and practices of other similarly sized public companies within the food and beverage and broad consumer goods industries. Pearl Meyer summarized the available benchmarking data for these peer companies and reviewed comparative surveys of these companies. The benchmarking data is collected and presented to the Compensation Committee on a regular basis.

In late 2023, our peer group and benchmarking information was updated, and in 2024 the Compensation Committee reviewed the peer group and determined that it remained the appropriate peer group for evaluating compensation in 2024 and 2025. The following 17 companies comprised our 2023 peer group and this peer group was used in considering compensation decisions for our executives for 2024 and 2025, based on benchmarking reports prepared by Pearl Meyer in 2023 for NEO compensation, and in 2024 for director compensation:

Our Compensation Committee selected the aforementioned companies, after reviewing comparative data from Pearl Meyer and considering several criteria, including the size, revenues, markets, volatility and maturity of potential peers. At the time of selection, our annual revenue was at the 33 rd percentile and our market capitalization was at the 44 thpercentile of these peer companies.

Clawback Policy

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

Executive and Director Stock Ownership Guidelines

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

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

•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)

These executive officers and non-employee directors generally have five years from the date they first become subject to a particular level of the guidelines to meet them. For most of our executive officers and non-employee directors, the earliest required compliance date is in October 2026. If an executive officer has not achieved compliance by the end of his or her respective compliance period, until such executive officer has satisfied his or her applicable guideline level, the executive officer will be required to retain a number of shares of the Company common stock equal to 50% of those shares that remain after shares are sold or withheld, as the case may be, to: (i) pay any applicable exercise price for an equity award; or (ii) satisfy withholding tax obligations arising in connection with the exercise, vesting or settlement of an equity award, or the net shares, received as the result of exercise, vesting or settlement of any of the Company equity awards granted to the executive officer. If a non-employee director has not achieved compliance by the end of his or her compliance period, until such non-employee director has satisfied his or her applicable guideline level, the non-employee director is required to retain an amount equal to 25% of net shares received as the result of the exercise, vesting or settlement of any of the Company equity awards granted to the non-employee director.

Under the initial policy adopted, the following were counted toward the satisfaction of the guidelines: vested RSUs, in-the-money options, and PSUs, as well as shares held outright by the executive officer or director or an immediate family member or in a controlled trust. In early 2026, the policy was updated to also include unvested RSUs, and, for directors only, deferred RSUs, and the compliance period for a director was defined as five years from the first compensation paid directly to a director. As of the Record Date, all of our executive officers (other than Mr. Baker who joined the Company in March 2023 and has until March 2028 to reach compliance), including the NEOs, met the applicable stock ownership guidelines. In addition, as of the Record Date, all of our non-executive directors met the guidelines applicable to Board members other than Mr. Melloul (who was previously affiliated with Verlinvest and transferred RSUs for Board service to Verlinvest under a nominee agreement until June 2025, when he first received director compensation directly from the Company).

Compensation Risk Assessment

Each year, the Compensation Committee analyzes our compensation practices to ensure they do not provide incentives to take excessive risk. With respect to the 2025 compensation program, the Compensation Committee reviewed our incentive compensation, including each of the compensation programs in which our executives participated. For each, they considered factors such as the performance measures, how payments are determined, the length of performance periods, and management controls designed to monitor and mitigate risks. As a result, the Compensation Committee concluded that our compensation programs are not reasonably likely to have a materially adverse effect on us.