coco-20260422

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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Securities Exchange Act of 1934

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The Vita Coco Company, Inc.

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NOTICE & PROXY STATEMENT

Annual Meeting of Stockholders

June 3, 2026

9:00 a.m. (Eastern Time)

THE VITA COCO COMPANY, INC.

111 Fifth Avenue, 2nd Floor

NEW YORK, NEW YORK 10003

April 22, 2026

To Our Stockholders:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of The Vita Coco Company, Inc. (the “Company”) at 9:00 a.m. Eastern Time, on Wednesday, June 3, 2026. 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


			111 Fifth Avenue, 2nd Floor New York, New York 10003

To Our Stockholders

Notice of Annual
Meeting of
Stockholders

Date:

Wednesday, June 3, 2026

Time:

9:00 a.m. Eastern Time

Place:

You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/COCO2026

YOUR VOTE IS IMPORTANT

It is important that your shares be represented regardless of the number of shares you may hold. Whether or not you plan to attend the Annual Meeting online, we urge you to vote your shares via the toll-free telephone number or over the Internet, as described in the enclosed materials. If you received a copy of the proxy card by mail, you may sign, date and mail the proxy card in the enclosed return envelope. Promptly voting your shares will ensure the presence of a quorum at the Annual Meeting and will save us the expense of further solicitation. Submitting your proxy now online will not prevent you from voting your shares at the Annual Meeting if you desire to do so, as your proxy is revocable at your option.

The Annual Meeting of Stockholders (the “Annual Meeting”) of The Vita Coco Company, Inc., a Delaware public benefit corporation (the “Company”), will be held at 9:00 a.m. Eastern Time on Wednesday, June 3, 2026. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/COCO2026 and entering your 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials. The Annual Meeting will be held for the following purposes:


			To elect Shelley Broader, Michael Kirban,and Kenneth Sadowsky as Class II Directors to serve until the 2029 Annual Meeting of Stockholders, and until their respective successors shall have been duly elected and qualified;
			To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026;
			To hold an advisory vote on executive compensation; and
			To transact such other business as may properly come before the Annual Meeting or any continuation, postponement or adjournment of the Annual Meeting.

You are receiving this Proxy Statement because you were a shareholder of record of our common stock as of the close of business on April 7, 2026 and are entitled to notice and to vote at the Annual Meeting, or any continuation, postponement or adjournment of the Annual Meeting. A complete list of such stockholders will be open to the examination of any stockholder for a period of ten days prior to the Annual Meeting for a purpose germane to the meeting by sending an email to Alison Klein, General Counsel and Secretary, at shareholders@thevitacococompany.com, stating the purpose of the request and providing proof of ownership of Company stock. The list of these stockholders will also be available on the bottom of your screen during the Annual Meeting after entering the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials. The Annual Meeting may be continued or adjourned from time to time without notice other than by announcement at the Annual Meeting.

By Order of the Board of Directors

Alison Klein

General Counsel and Secretary

New York, New York

April 22, 2026


			Table of Contents

			Proxy Statement			1
			Proposals			1
			Recommendations of the Board			2
			Information About This Proxy Statement			2
			Questions and Answers about the 202 5 Annual Meeting of Stockholders			4
			Proposals to be Voted on			10
			Proposal 1: Election of Directors			10
			Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm			20
			Report of the Audit Committee of the Board of Directors			21
			Independent Registered Public Accounting Firm Fees and Other Matters			22
			Executive Officers			24
			Corporate Governance			25
			General			25
			Board Composition			25
			Investor Rights Agreement			25
			Director Independence			26
			Director Candidates			26
			Board Leadership Structure			27
			Role in Risk Oversight			28
			Board Self-Assessment Process			28
			Board Orientation and Continuing Education			28
			Attendance by Members of the Board of Directors at Meetings			29
			Executive Sessions			29
			Compensation Committee Interlocks and Insider Participation			29
			Board’s Role in Human Capital Management			29
			Environmental, Social and Governance			30
			Code of Business Conduct and Ethics			30
			Communications from Stockholders			30


			Committees of the Board			31
			Audit Committee			31
			Compensation Committee			32
			Nominating & ESG Committee			33
			Proposal 3: Advisory Vote on Executive Compensation			34
			Delinquent Section 16(a) Reports			34
			Executive and Director Compensation			35
			Compensation Discussion and Analysis			35
			Executive Summary			35
			Elements of Our Executive Compensation Program			38
			Compensation Decision-Making Process			43
			Compensation Committee Report			46
			Summary Compensation Table			47
			Grants of Plan-Based Awards for Fiscal 2024			49
			Outstanding Equity Awards at Fiscal Year-End			51
			Option Exercises and Stock Vested			54
			Executive Employment Agreements			55
			Potential Payments Upon Termination or Change in Control			58
			Director Compensation			60
			Director Compensation Table			61
			CEO Pay Ratio			62
			Pay Versus Performance			63
			Equity Compensation Plan Information			67
			Security Ownership of Certain Beneficial Owners and Management			68
			Certain Relationships and Related Person Transactions			71
			Stockholders’ Proposals			73
			Other Matters			74
			Solicitation of Proxies			75
			Vita Coco’s Annual Report on Form 10-K			76


Name	Age	Served as a Director Since	Position with Vita Coco

Shelley Broader	61	2026	Director
Michael Kirban	50	2004	Co-Founder, Executive Chairman and Chairman of Board
Kenneth Sadowsky	63	2006	Director


Shelley Broader Age: 61 Director Since: 2026						Shelley Broader has served as a member of our Board since January 2026. Ms. Broader served as the President and Chief Executive Officer of Chicos FAS, Inc. from December 2015 until April 2019. Prior to her role at Chicos, Ms. Broader held various executive positions at Walmart Inc., including President and Chief Executive Officer of Walmart EMEA Ltd. from December 2014 until November 2015 and Walmart Canada from November 2011 until November 2014. Ms. Broader also served as President and Chief Operating Officer of The Michaels Companies, Inc. from June 2008 until September 2009 and as President and Chief Executive Officer of Sweetbay Supermarket from June 2003 until May 2008. Ms. Broader serves as a director of Loblaw Companies Limited, IFCO Systems GmbH, and Inspire Medical Systems, Inc. Ms. Broader holds a Bachelor of Arts from Washington State University. We believe that Ms. Broader's extensive leadership and public company corporate governance experience as well as her significant business experience in the retail and consumer products make her qualified to serve on our Board.


Michael Kirban Age: 50 Director Since: 2004						Michael Kirban is one of our Co-Founders and has served as Executive Chairman since May 2022 and as Chairman of our Board since our inception in 2004. Mr. Kirban previously served as Chief Executive Officer and Co-Chief-Executive Officer of the Company. We believe Mr. Kirban’s perspective and experience as our Co-Founder and Executive Chairman, as well as his management skills and general knowledge of the food and beverage industry, make him qualified to serve on our Board.


Kenneth Sadowsky Age: 63 Director Since: 2006						Kenneth Sadowsky has served as a member of our Board since 2006. Mr. Sadowsky has served as a US Beverages Advisor for Verlinvest since 2009 and as the Executive Director of the Northeast Independent Distributors Association, a group of independent beverage distributors in the Northeastern United States, since 2008. Mr. Sadowsky has served on the boards of directors of LIFEAID Beverage Co. and Icelandic Glacial Holdings, both health beverage companies, since December 2019 and May 2024, respectively and previously served on the board of directors of Energy Brands Inc. (d/b/a Glacéau), a beverage company and the makers of vitaminwater, smartwater and fruitwater, from 2000 to 2006. Mr. Sadowsky holds a BA from Tulane University. We believe Mr. Sadowsky’s decades of experience advising beverage companies on sales, distribution, marketing and operational strategies makes him qualified to serve on our Board.


John D. Leahy Age: 71 Director Since: 2019						John D. Leahy has served as a member of our Board since June 2019. Mr. Leahy served as President and Chief Operating Officer of Kind, LLC, a snack food company, from January 2010 to June 2019, and President of Nature’s Bounty Co., a vitamin and nutritional supplement manufacturer, from June 2006 to February 2009. Mr. Leahy also served as a Senior Advisor for Blacksmith Applications, Inc., formerly known as TABS Group Inc., an analytics firm that services the consumer-packaged goods industry, from August 2009 to April 2010. In addition to his service on our Board, Mr. Leahy has served as a strategic advisor for Kvella Foods, a start up CPG company and GoodPops, a popsicle company. Prior to his time at Nature’s Bounty Co., Mr. Leahy held various positions at numerous consumer packaged goods companies, including Nestlé S.A. (SIX: NESN), Johnson & Johnson Services, Inc. (NYSE: JNJ) and Edgewell Personal Care Company (NYSE: EPC). Mr. Leahy holds a BS in Business Administration from Villanova University. Mr. Leahy is retiring from the Board and is not a nominee for re-election.


Aishetu Fatima Dozie Age: 49 Director Since: 2022						Aishetu Fatima Dozie has served as a member of our Board since June 2022. Ms. Dozie is the Founder and Chief Executive Officer of Bossy Cosmetics, Inc., a mission-driven cruelty-free and vegan beauty company. Prior to founding Bossy Cosmetics in 2018, Ms. Dozie served as a Fellow at the Distinguished Careers Institute at Stanford University. Previously, Ms. Dozie served as General Manager and Head of Investment Banking, West Africa at Rand Merchant Bank from 2015 until 2017. Prior to Rand Merchant Bank, Ms. Dozie worked for Lehman Brothers Inc., Morgan Stanley, and Standard Chartered Bank as a senior investment banking executive working on transactions in the US, UK, and Sub-Saharan Africa exceeding deal value of $100 billion. Ms. Dozie has also worked at the World Bank in Washington, DC, where she focused on financing businesses in the manufacturing, infrastructure, and service sectors in regions such as Central and South America, Eastern Europe, and Eastern Africa. In addition, Ms. Dozie founded a first-of-its-kind children’s play and activity center in Lagos, Nigeria and authored a children’s picture book entitled “Paloo & Friends in Imaginaria.” Ms. Dozie executive produced an online television series named “African HERstory,” where she interviewed successful female African executives to highlight their impact on the continent’s development. Ms. Dozie holds a BA in Economics from Cornell University and an MBA from Harvard Business School and participated in the Leaders in Development Program at the John F. Kennedy School at Harvard University. She previously served on the board of directors of Altimeter Growth Corp., including as Chair of its compensation committee and a member of the audit committee. We believe that Ms. Dozie is qualified to serve on the Board as she has significant experience with strategic transactions and investments as well as extensive experience in executive and entrepreneurial roles.


Martin Roper Age: 63 Director Since: 2021						Martin Roper has served as Chief Executive Officer since May 2022, and as a member of our Board since January 2021. Mr. Roper previously served as Co-Chief Executive Officer from January 2021 until his appointment as Chief Executive Officer in May 2022, and as our President from September 2019 to December 2020. Prior to his time at the Company, Mr. Roper served as Chief Executive Officer of The Boston Beer Company, Inc. (NYSE: SAM), an alcoholic beverage company, from 2001 to 2018, where he oversaw the net revenue growth and diversification of the brand portfolio. Mr. Roper also served as the Chief Operating Officer and Vice President of Manufacturing and Business Development of The Boston Beer Company, Inc. from 1994 to 2001. In addition to his service on our Board, Mr. Roper served as a member of the board of directors of LL Flooring Holdings, Inc. (formerly Lumber Liquidators Inc.), a flooring retail company, from 2006 to 2024. He also served on the board of directors of The Boston Beer Company, Inc. from 2000 to 2018 and on the board of directors of Bio-Nutritional Research Group, Inc., the producer and marketer of Power Crunch energy bars, from 2019 to 2025. Since November 2018, Mr. Roper has served on the board of Financial Information Technologies, LLC (Fintech), a private company providing solutions to alcohol beverage distributors and retailers. In April 2025, Mr. Roper was appointed to the board of MGP Ingredients, Inc. and in May 2025 he was appointed Chairman of the Board. Mr. Roper holds a BA, MA and MEng from Trinity Hall, Cambridge and an MBA from Harvard University. We believe Mr. Roper’s experience and reputation for growth and innovation of beverage companies, and his knowledge of strategy, finance, public company corporate governance, and general management make him qualified to serve on our Board.


John Zupo Age: 52 Director Since: 2020						John Zupo has served as a member of our Board since January 2020 and was employed by the Company in various roles to advise on strategy from 2018 to 2021. Since 2019, Mr. Zupo has served as the co-founder and Chief Executive Officer of SABX, Inc., a two-sided e-commerce platform by which buyers and sellers can directly communicate and transact with one another. Mr. Zupo has served on the SABX, Inc. board of directors since July 2020. Prior to his time at SABX, Inc., Mr. Zupo served as president of Nestlé Waters North America, Inc., where he was responsible for overall operations including revenues of $4B profit, market share and customer satisfaction as well as president of Nestlé Waters Canada from 2010 to 2013. Mr. Zupo holds a BA and MBA from Westminster University. We believe Mr. Zupo’s leadership skills, experience advising the Company on strategy since 2018, and his extensive knowledge of the consumer-packaged goods industry make him qualified to serve on our Board.


Ira Liran Age: 47 Director Since: 2006						Ira Liran is one of our Co-Founders and has served as a member of our Board since 2006. He previously served as our Director of Sourcing, a position he held with the Company from February 2007 until October 2021. Mr. Liran holds a BA from Columbia University. We believe that Mr. Liran is qualified to serve on our Board due to his perspective and knowledge of the Company as our Co-Founder, including his familiarity with the Company’s supply chain and sourcing strategies and experience with corporate strategy.


Eric Melloul Age: 57 Director Since: 2008						Eric Melloul has served as a member of our Board since 2008 and currently serves as our independent lead director. Mr. Melloul served as Senior Advisor for Verlinvest and previously served as Managing Director from August 2008 until February 2024. He currently serves as Chairman of the board of directors of Oatly Group AB, a food and beverage company, since September 2016, and has served on its remuneration committee since May 2021. Prior to Verlinvest, Mr. Melloul served as Global Marketing VP and China Commercial Head for Anheuser-Busch InBev from 2003 to 2008, and as an Associate Partner at McKinsey & Company from 1999 to 2003. Mr. Melloul has served on the board of directors for Hint Inc., a beverage company, from August 2011 until February 2025 and Mutti S.p.A, a food company, since September 2016. Mr. Melloul holds a MPA from the Kennedy School at Harvard University and a Post Graduate Diploma from the London School of Economics and Political Science. We believe Mr. Melloul is qualified to serve on our Board due to his significant business, financial and investment experience related to the consumer industry and his experience serving on other public and private company boards.


Jane C. Morreau Age: 67 Director Since: 2021						Jane C. Morreau has served as a member of our Board since July 2021. From 2014 to July 2021, Ms. Morreau served as Executive Vice President and Chief Financial Officer for Brown-Forman Corporation (NYSE: B-F.B). Prior to becoming Chief Financial Officer, Ms. Morreau served multiple positions at Brown-Forman Corporation, including Senior Vice President, Chief Production Officer and Head of Information Technology from 2013 to 2014, and Senior Vice President of Accounting and Director of Finance, Accounting and Technology from 2008 to 2013, where she directed the financial management of the company’s sales, marketing and production and also the technology functions and operations of the company. Before joining Brown-Forman Corporation, Ms. Morreau worked at Kentucky Fried Chicken Corporation (now known as Yum! Brands) and held a number of financial roles. Ms. Morreau also has served as a member of the board of directors, audit committee and nominating committee of Trulieve Cannabis Corp. (OTCMKTS: TCNNF) since 2021, a member of the board of directors, audit committee and finance committee of Del Monte Foods Holding Limited since June 2023 and was previously a member of the board of directors of Ole Smoky Distillery July 2023 until January 2026. Ms. Morreau holds a BS in Commerce with an emphasis in accounting and an MBA from the University of Louisville. Ms. Morreau is a Certified Public Accountant. We believe Ms. Morreau’s extensive leadership experience as well as her broad knowledge and experience in corporate strategy, finance and accounting, her significant background in the consumer, food and beverage industries and technology and security, and her experience serving on other boards make her qualified to serve on our Board.


Total Number of Directors	10
	Female	Male	Non-Binary	Did Not Disclose Gender

Part I: Gender Identity
Directors	3	7	0	0
Part II: Demographic Background
African American or Black	1	0	0	0
Alaskan Native or Native American	0	0	0	0
Asian	0	0	0	0
Hispanic or Latinx	0	0	0	0
Native Hawaiian or Pacific Islander	0	0	0	0
White	2	7	0	0
Two or More Races or Ethnicities	0	0	0	0
LGBTQ+	0
Did Not Disclose Demographic Background	0

SEC Form DEF 14A filed by The Vita Coco Company Inc.