🧾 What This Document Is 📜

This document is a Proxy Statement (DEF 14A), which is essentially a formal instruction manual and invitation to the company's Annual Meeting of Stockholders. It is mandated by the SEC and its purpose is to provide you, the shareholder, with all the critical information necessary to make informed decisions on how to vote your company shares.

👉 Why it matters: This statement outlines the company's current leadership, how much they were paid last year, what strategic direction the board is taking, and what major votes—like electing new directors—are up for discussion.

🏝️ What The Company Does 🍹

The Vita Coco Company, Inc. operates in the consumer beverage market, specializing in coconut water and related "better-for-you" drinks. While the proxy statement is heavily governance-focused, it reminds us that the company operates as a Delaware public benefit corporation (PBC).

👉 Why it matters: Being a PBC means Vita Coco's mission extends beyond just making money for shareholders; it is legally committed to "harnessing, while protecting, the environment and natural resources for the betterment of the world and its inhabitants."

🗓️ Important Meeting Details and Dates 📅

This section establishes the logistics for the annual meeting. The event is scheduled for Wednesday, June 3, 2026, at 9:00 a.m. Eastern Time.

👉 How to attend: The meeting will be completely virtual, accessible via live webcast at www.virtualshareholdermeeting.com/COCO2026. 👉 Action item: Shareholders who own record shares as of the Record Date (April 7, 2026) are entitled to vote. The document strongly urges stockholders to vote their shares promptly via phone, Internet, or mail to ensure a quorum (a minimum number of votes needed to conduct business).

🗳️ Proposals for Stockholder Vote 📣

The Annual Meeting requires shareholders to vote on several key issues. The Board of Directors recommends voting FOR all three proposals, suggesting a strong consensus among the leadership.

👉 The three votes at hand are:

• Election of Directors: Electing Shelley Broader, Michael Kirban, and Kenneth Sadowsky as Class II Directors, who will serve until the 2029 Annual Meeting.
• Ratification of Auditors: Approving the appointment of Deloitte & Touche LLP to serve as the independent public accounting firm for the fiscal year ending December 31, 2026.
• Executive Compensation: Holding an advisory vote on the compensation of the Named Executive Officers (NEOs).

📈 Executive Compensation & Financial Performance 💵

The "Executive and Director Compensation" section provides a snapshot of the company's financial health and how that performance translates into executive pay. This is crucial because it links management's pay directly to the company's financial success.

👉 Key 2025 Financial Highlights:

• Net Sales: Increased by $94 million, or 18%, reaching $610 million for the year ended December 31, 2025 (compared to $516 million in 2024).
  • Why it matters: This significant sales jump suggests strong market demand for Vita Coco’s products and its brands.
• Adjusted EBITDA: Was $98 million in 2025, up from $84 million in 2024.
  • Why it matters: Adjusted EBITDA is a measure of operating cash flow (before interest, taxes, depreciation, and amortization). Its increase shows that the core business operations improved considerably.
• Net Income: Reached $71 million, or $1.19 per diluted share, up from $0.94 per diluted share the prior year.
• Stock Price: At the end of fiscal year 2025, the stock was $53.01, an increase of approximately 44% from the start of 2025.

💰 Compensation Philosophy & Payouts 🏆

This section details the philosophy behind executive pay, emphasizing that compensation is designed to "align the interests of our executives and our stockholders by incentivizing them to create long-term stockholder value." The pay structure is heavily focused on performance and equity.

👉 The Compensation Mix: The program utilizes a mix of Fixed (base salary), Variable (annual bonus), and Variable (equity/stock options) compensation. 👉 Performance Measurement: Compensation is tied to corporate performance goals, specifically Adjusted EBITDA and Total Net Revenue (each weighted 50%). 👉 2025 Bonus Calculation: The Compensation Committee approved a Corporate Performance Factor of 178.3% based on 2025 results. * Why it matters: Since this factor was less than the maximum 200%, but significantly higher than 100%, it shows strong performance but indicates that hitting the absolute maximum performance targets was challenging.

• ESG Influence: Since 2023, an ESG Modifier has been included. While it could potentially increase or decrease payouts by up to 10 percentage points, no modifier was applied for 2025, reflecting "satisfactory progress."

🌟 Outstanding Executive Compensation Grants 🚀

The proxy statement details specific grants of compensation, including Restricted Stock Units (RSUs), Stock Options, and Performance Stock Units (PSUs), awarded in 2025.

👉 The Grants:

• RSUs (Restricted Stock Units): The Committee approved grants with a grant date fair value of $940,000 to Michael Kirban and Martin Roper, and $170,000 to Corey Baker, Jonathan Burth, and Charles van Es. These generally vest over a four-year period.
• Stock Options: Grants were made to Michael Kirban and Martin Roper (grant value of $920,000 each), and to the other three NEOs (grant value of $175,000 each). These also vest over four years.
• PSUs (Performance Stock Units): These were granted with a grant value of $940,000 to Kirban and Roper, and $115,000 to the other three NEOs. Unlike standard stock grants, PSUs only vest if the Company achieves specific Adjusted EBITDA and Net Revenue growth goals over a three-year period.

🏛️ Board Governance and Structure ♟️

This section provides deep insight into the governance architecture, showing how the Board of Directors manages the company. The governance structure involves specialized committees with defined roles, which helps ensure proper oversight.

👉 Leadership Structure:

• Board Chair: Michael Kirban (Executive Chairman).
• Lead Director: Eric Melloul (independent).
• Oversight: The Board determined that combining the roles of Chair of the Board and Executive Chairman is appropriate because it "promotes unified leadership."

👉 Board Committee Roles (Specialized Focus Areas):

• Audit Committee: Responsible for overseeing the internal audit function, financial reporting, and most critically, managing enterprise risk (including financial and cybersecurity risks).
• Compensation Committee: Focuses on designing and approving executive pay, ensuring it aligns with shareholder interests. They engaged a compensation consultant named Pearl Meyer & Partners, LLC in 2025.
• Nominating & ESG Committee: Handles director candidates and overseeing the Company's commitment to its Environmental, Social, and Governance (ESG) goals.

🌐 Corporate Social Responsibility & ESG Mission 🌱

Vita Coco emphasizes that its governance extends far beyond traditional profit maximization. The Company is a Delaware public benefit corporation, and this mission is codified in its governing documents.

👉 The Core Mission: The company's purpose is "harnessing, while protecting, the environment and natural resources for the betterment of the world and its inhabitants." 👉 Credentials: It is also a Certified B Corporation, which is a mark reserved for businesses that balance profit and purpose at the highest standards of transparency. 👉 The Three Pillars: The Board focuses its ESG strategy on three areas: 1. Protecting natural resources. 2. Building thriving communities. 3. Championing health and wellness.

⚠️ Board and Management Risk Oversight 🚧

The Board takes its role in managing risks very seriously, treating it as a continuous, integrated part of its governance. Risk oversight is managed directly by the Board and delegated to its committees.

👉 Who handles what risk?

• The Audit Committee oversees the "enterprise risk management ('ERM') program," including financial, fraud, and cybersecurity risk exposures.
• The Nominating and ESG Committee monitors risks related to ESG programs, including corporate governance risks.
• The Compensation Committee assesses whether compensation programs could encourage "excessive risk-taking."

📥 Stakeholder Communications and Logistics 📧

This final section collects all the administrative and contact details, ensuring shareholders know how and where to send their input and which contacts to use for help.

👉 How to Get Help: Technical issues can be addressed at www.virtualshareholdermeeting.com/COCO2026. 👉 Householding Alert: If you share an address with multiple stockholders, and you prefer not to receive a single set of proxy materials, you must contact Broadridge Financial Solutions, Inc. at 1-866-540-7095. 👉 General Inquiries: For sending general communications to the Board, use the address: c/o Secretary, The Vita Coco Company, Inc., 111 Fifth Avenue, 2nd Floor, New York, New York 10003.

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🧠 The Analogy 🧠

Think of Vita Coco's Proxy Statement like a detailed, annual report card for the entire corporate family. It doesn't just list grades (the quarterly revenue reports); it explains how the grading system works (the compensation philosophy), who sets the rules (the Board Committees), and what the family's moral commitments are (the PBC and ESG mission). It's not just about the final score; it's about showing that the entire system—from leadership structure to environmental commitment—is designed to achieve a sustainable A+ grade for the future.

🧩 Final Takeaway 💡

Vita Coco's management has executed a strong financial performance in 2025, demonstrated by an 18% jump in net sales. Crucially, the company is highly focused on linking executive pay and board actions not just to financial profit, but to its fundamental commitment to environmental stewardship and its public benefit mission.