Independent
Tenure on this board
0.4 yrs
Also a director at
Inspire Medical Systems Inc (INSP)
3 nominees · 3 ballot items.
Three proposals: (1) election of three Class II directors (Shelley Broader, Michael Kirban, Kenneth Sadowsky); (2) ratification of Deloitte & Touche LLP as independent auditors for fiscal 2026; and (3) an advisory (non-binding) vote to approve named executive officer compensation (say-on-pay).
Elect Shelley Broader, Michael Kirban, and Kenneth Sadowsky as Class II Directors to serve until the 2029 Annual Meeting.
Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This non-binding proposal asks shareholders to approve, on an advisory basis, the compensation paid to Vita Coco’s Named Executive Officers as disclosed in the Compensation Discussion and Analysis and accompanying tables. Management is seeking shareholder approval to confirm that the company’s pay practices — a mix of base salary, annual cash incentives tied to Adjusted EBITDA and Net Revenue, and long-term equity (RSUs, options, PSUs) with performance vesting and an ESG modifier — are appropriate and properly align management incentives with shareholder interests. The advisory vote is part of Vita Coco’s regular corporate governance program and is explicitly non-binding; however, the Board and Compensation Committee state they will consider the vote’s outcome and shareholder feedback when making future compensation decisions. Company-specific context includes strong 2025 financial performance (18% net sales growth to $610 million, Adjusted EBITDA of $98 million) that produced a Corporate Performance Factor of 178.3% and resulted in significant 2025 bonus payouts and the Compensation Committee’s determination that certain multi-year performance awards met vesting thresholds. Management emphasizes that a significant portion of executive pay is at-risk and linked to multi-year performance goals to promote long-term value creation and retention. The Board recommends a FOR vote, citing alignment with performance and governance practices such as independent committee oversight, use of an independent compensation consultant, stock ownership guidelines, clawback policy, and no single-trigger change-in-control benefits. Key risks and controversies include the non-binding nature of the vote (limiting direct shareholder control), the significant realized payouts in a year of strong stock performance which some investors may view as high relative to peer benchmarks, and the presence of investor-nominated directors under the Investor Rights Agreement which shapes board composition and oversight. In sum, the proposal is a routine advisory confirmation of pay practices but one that provides the Board with shareholder feedback on the company’s compensation approach and will inform future compensation governance decisions.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 8.59% | 4,906,588 | $235M |
| 2 | FMR LLC | 7.02% | 4,007,656 | $192M |
| 3 | WASATCH ADVISORS LP | 6.44% | 3,675,489 | $176M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.66% | 2,091,968 | $100M |
| 5 | WELLINGTON MANAGEMENT GROUP LLP | 3.21% | 1,835,219 | $88M |
| 6 | STATE STREET CORP | 3.03% | 1,728,998 | $83M |
| 7 | DRIEHAUS CAPITAL MANAGEMENT LLC | 2.67% | 1,523,647 | $73M |
| 8 | BlackRock, Inc. | 2.34% | 1,335,667 | $64M |
| 9 | WESTFIELD CAPITAL MANAGEMENT CO LP | 2.02% | 1,151,933 | $55M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.99% | 1,137,673 | $55M |
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