Aishetu Fatima Dozie
About Aishetu Fatima Dozie
Independent director of The Vita Coco Company (COCO), age 48, serving since 2022. Founder and CEO of Bossy Cosmetics; prior senior investment banking roles across Lehman Brothers, Morgan Stanley, Standard Chartered, and Rand Merchant Bank (Head of Investment Banking, West Africa, 2015–2017). Harvard MBA and Cornell BA; audit committee financial expert; 100% board and committee attendance in 2024. Independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bossy Cosmetics, Inc. | Founder & CEO | 2018–present | Mission-driven, cruelty-free and vegan beauty company |
| Rand Merchant Bank (West Africa) | General Manager; Head of Investment Banking | 2015–2017 | Led regional IB; transactions across Sub-Saharan Africa |
| Stanford Distinguished Careers Institute | Fellow | 2018 | Preceded founding Bossy Cosmetics |
| Lehman Brothers; Morgan Stanley; Standard Chartered Bank | Senior investment banking executive | Not disclosed | Transactions in US, UK, Sub-Saharan Africa >$100B deal value |
| World Bank (Washington, DC) | Staff – sector financing | Not disclosed | Focused on manufacturing, infrastructure, services across Americas, Europe, Africa |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Altimeter Growth Corp. | Director (prior) | Not disclosed | Chair, Compensation Committee; Member, Audit Committee |
Board Governance
- Board classification: 3 classes; Dozie is Class I, nominated for re-election to serve through the 2028 annual meeting.
- Independence: Independent under Nasdaq; board also made a subjective independence determination.
- Committee assignments: Audit Committee member; Nominating & ESG Committee member. Not a chair.
- Financial expert: Identified by the board as an “audit committee financial expert” and financially sophisticated.
- Attendance: Board held 4 regular meetings; each current director attended 100% of board and committee meetings in 2024; directors attended the 2024 annual meeting.
- Committee activity: Audit Committee met 12 times (including executive session-only and special meetings); Nominating & ESG Committee met 4 times.
- Lead Independent Director: Eric Melloul. Executive sessions held regularly.
- Investor Rights Agreement context: Dozie was originally designated by Verlinvest as a Class I director, but the Nominating & ESG Committee has reviewed and reclassified status of such directors; Verlinvest now nominates one director (Melloul) given reduced ownership.
Fixed Compensation
| Component | Policy Amount | 2024 Actual for Dozie |
|---|---|---|
| Annual cash retainer | $60,000 per director | $55,113 fees earned (reflects committee roles and pro-rations) |
| Audit Committee member | $10,000 | Included in cash total |
| Nominating & ESG Committee member | $5,000 | Included in cash total |
| Equity (annual RSUs) | $115,000 grant value | $93,028 grant-date fair value; 3,119 RSUs (2,490 on 6/4/2024; 629 on 12/4/2024) |
| RSU vesting | Vests in full by next annual meeting or first anniversary | RSUs granted in 2024 follow standard vesting |
- Deferral elections: Dozie elected to defer delivery of shares underlying RSUs until separation from the board.
- No meeting fees; directors reimbursed for reasonable travel; D&O insurance provided.
Performance Compensation
| Program | Metric(s) | Weighting | FY2024 Actual | Notes |
|---|---|---|---|---|
| Non-employee director equity | Time-based RSUs | N/A | N/A | Director RSUs are time-based with no performance conditions |
| Company executive annual incentive (context for pay-for-performance) | Adjusted EBITDA | 50% | $84M vs $77M target | Corporate Performance Factor approved at 160.8% |
| Company executive annual incentive (context) | Total Net Revenue | 25% | +4.5% vs +1.6% target | 2024 net sales $516M (+4.5% YoY) |
| Company executive annual incentive (context) | Branded Net Revenue | 25% | +9.6% | Added to prioritize branded growth |
- ESG modifier for executive bonus: ±10 percentage points potential; not applied for 2024.
- Executive LTIs (context): PSUs granted in 2024 vest based on 3-year Adjusted EBITDA and Net Revenue growth (0–200% of target).
Other Directorships & Interlocks
| Entity | Type | Interlock/Notes |
|---|---|---|
| Verlinvest designation history | Shareholder nomination rights | Dozie initially designated by Verlinvest; status reclassified by Nominating & ESG Committee; Verlinvest now nominates Melloul only after selling down to <20% |
| Compensation Committee interlocks | None for Dozie | Dozie is not on Compensation Committee; committee members are Zupo (Chair), Leahy, Melloul, Sadowsky |
Expertise & Qualifications
- Financial expertise: Audit committee financial expert; extensive IB background across US, UK, Sub-Saharan Africa, transactions >$100B.
- Education: MBA (Harvard), BA in Economics (Cornell); participated in Harvard Kennedy School Leaders in Development Program.
- Strategy/transactions: Corporate strategy/M&A skills; public company/corporate governance; innovation/product and digital/consumer analytics in board skills matrix.
- Global public sector finance: World Bank sector financing experience.
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Aishetu Fatima Dozie | 8,441 | <1% | RSUs vesting within 60 days are deferred until separation (2,490 shares not included) |
| Ownership guidelines | 5x annual cash retainer (directors) | $300,000 value target | All non-executive directors meet guidelines as of record date (except Melloul due to nominee arrangement) |
| Hedging/pledging | Hedging prohibited | Pledging prohibited | Insider Trading Compliance Policy bars hedging/offset transactions; pledging prohibited |
Governance Assessment
- Strengths: Independent director with deep finance and M&A expertise; Audit Committee financial expert; sits on Audit and Nominating & ESG, supporting financial oversight and ESG strategy; perfect attendance; director equity deferral signals long-term alignment; meets stock ownership guidelines.
- Compensation alignment: Director pay is balanced (cash + RSUs), with RSUs vesting on director service cycles; no performance-linked director equity, which is standard and preserves independence.
- Structural considerations: Investor Rights Agreement influences board composition; although Dozie was originally a Verlinvest designee, she is classified independent and her status was reviewed/reclassified—mitigates potential influence concerns; current lead independent director structure supports independent oversight.
- Related-party/conflicts: No related-person transactions involving Dozie disclosed; no Section 16(a) delinquencies noted for her.
- RED FLAGS: None disclosed specific to Dozie; monitor ongoing shareholder nomination dynamics under Investor Rights Agreement for potential influence on board refreshment.
Director Compensation Detail (FY2024)
| Item | Amount |
|---|---|
| Fees earned or paid in cash | $55,113 |
| Stock awards (RSUs grant-date fair value) | $93,028; 3,119 RSUs total granted in 2024 (2,490 on 6/4/2024; 629 on 12/4/2024) |
| Equity vesting terms | RSUs vest in full by next annual meeting or first anniversary |
| Deferral election | Delivery deferred until she ceases serving as a director |
Committee Assignments
| Committee | Role | Chair? | 2024 Meetings | Notes |
|---|---|---|---|---|
| Audit Committee | Member | No | 12 | Financial expert designation for Dozie; chair is Jane C. Morreau |
| Nominating & ESG Committee | Member | No | 4 | Oversees ESG and board governance |
Attendance & Engagement
| Metric | FY2024 |
|---|---|
| Board meeting attendance | 100% |
| Committee meeting attendance | 100% |
| Annual meeting participation | Directors participated in 2024 annual meeting |
Independence & Board Structure
| Attribute | Status |
|---|---|
| Nasdaq independence | Independent |
| Audit Committee independence | Independent under Rule 10A-3 and Nasdaq |
| Board leadership | Executive Chairman (Kirban) with Lead Independent Director (Melloul) |
Notes on Shareholder Feedback & Policies
- Annual Say-on-Pay policy in place; vote advisory and considered by board.
- Clawback policy complying with SEC/Nasdaq adopted in 2023 (applies to executive incentive comp).
- Anti-hedging policy applies to directors.