Eric Melloul

About Eric Melloul

Eric Melloul (age 56) has served on The Vita Coco Company’s board since 2008 and is the current Lead Independent Director. He is a Senior Advisor (formerly Managing Director, Aug 2008–Feb 2024) at Verlinvest, with prior operating roles at Anheuser‑Busch InBev (Global Marketing VP and China Commercial Head) and strategy consulting at McKinsey & Company; he holds an MPA from Harvard Kennedy School and a Postgraduate Diploma from the London School of Economics . His board tenure places him in Class III (term expiring at the 2027 Annual Meeting), and the board highlights his significant business, financial and investment experience in consumer industries .

Past Roles

External Roles

Board Governance

• Committee assignments: Member, Compensation Committee; the Committee met four times in FY2024 (one special meeting) .
• Lead Independent Director: Melloul presides over executive sessions, provides input on agendas/schedules, and serves as liaison between independent directors and the Chair/CEO; board considers the structure effective at present .
• Independence: Board determined Melloul qualifies as “independent” under Nasdaq rules, noting his affiliation with a significant stockholder (Verlinvest) did not impair independent judgment in the Board’s opinion .
• Attendance and engagement: Four regular Board meetings in FY2024; each current director attended 100% of Board and applicable committee meetings; non‑management directors hold regular executive sessions .
• Classified board: Melloul is a Class III Director (term to 2027) .
• Investor Rights Agreement (IRA): Verlinvest’s nomination rights were reduced to one director after sell‑downs in 2023; Verlinvest nominated Melloul in 2024; IRA includes the right for Verlinvest to request resignation of its designated director(s) with removal mechanics if a resignation is not tendered .

Fixed Compensation

Compensation Policy (effective Dec 4, 2024):

• Annual Board cash retainer: $60,000 .
• Committee member fees: Compensation Committee member $5,000; Compensation Committee chair $10,000; Audit Committee chair $35,000; Audit Committee member $10,000; Nominating & ESG chair $10,000; Nominating & ESG member $5,000 .
• Annual equity grant: $115,000 in RSUs (time-based vesting through next Annual Meeting/first anniversary; full vest on change‑in‑control if awards not assumed) .

Delivery/Deferral and Nominee Arrangement:

• RSUs and cash compensation for Melloul are paid/held under a nominee agreement to Verlinvest; upon RSU vesting, shares are transferred directly to Verlinvest .

Performance Compensation

Directors receive time-based RSUs; no performance‑linked metrics (e.g., EBITDA/TSR) are used for director compensation. All equity paid to Board members consists of RSUs that vest in full by the next Annual Meeting/first anniversary; no options or meeting fees are provided .

Other Directorships & Interlocks

• Verlinvest interlock: Melloul is Verlinvest’s designated director under the IRA, and his Board compensation is directed to Verlinvest via a nominee agreement; he disclaims beneficial ownership of Verlinvest’s COCO shares in the beneficial ownership table footnote .
• Oatly chair and remuneration committee membership; other private boards (Hint Inc., Mutti S.p.A.) .

Expertise & Qualifications

• Consumer industry operator and investor with board leadership (Chair at Oatly) and remuneration oversight experience .
• Prior senior operating roles in global marketing and China commercial leadership at AB InBev; strategy depth from McKinsey .
• Academic credentials: MPA (Harvard Kennedy School); Postgrad Diploma (LSE) .

Equity Ownership

Ownership Alignment and Guidelines:

• Stock ownership guidelines: Non‑employee directors to hold 5× annual cash retainer; compliance generally required within five years of becoming subject; directors must retain 25% of net shares until compliant .
• Compliance status: As of the Record Date, all non‑executive directors met the guidelines except Melloul (affiliated with Verlinvest and transfers RSUs under nominee agreement) .
• Anti‑hedging: Directors are prohibited from hedging or pledging Company stock under the Insider Trading Compliance Policy .

Governance Assessment

• Strengths:

  • Lead Independent Director role with formal responsibilities, regular executive sessions, and full meeting attendance in FY2024 support effective independent oversight .
  • Compensation Committee independence and use of an independent consultant (Pearl Meyer), with explicit conflict‑of‑interest review, bolster pay governance .
  • Clear related‑party transaction policy overseen by the Audit Committee; formal pre‑approval and ratification mechanics .

• Potential conflicts and monitoring points:

  • Verlinvest affiliation: Melloul is Verlinvest’s nominee and directs all director compensation (cash/RSUs) to Verlinvest; the IRA also allows Verlinvest to request the resignation of its designated director(s), with removal mechanics. This creates an influence channel from a 19.1% shareholder into board deliberations and compensation oversight (Melloul sits on the Compensation Committee). The Board has nevertheless determined independence under Nasdaq rules; investors should monitor how this influence is managed in practice, especially around executive pay and strategic decisions .
  • Ownership alignment: Melloul does not personally meet director stock ownership guidelines due to the nominee arrangement, which may weaken personal “skin‑in‑the‑game” alignment, though Verlinvest’s substantial holding aligns the designated director with a major shareholder’s interests .

• RED FLAGS:

  • Shareholder‑affiliated lead independent director: combination of lead independent role, Compensation Committee membership, and Verlinvest nomination/nominee compensation structure warrants ongoing scrutiny for minority shareholder protection and pay‑for‑performance rigor .
  • Director ownership guideline non‑compliance (due to nominee arrangement) reduces direct personal equity exposure; monitor whether this impacts stance in executive compensation decisions .

• Engagement signals:

  • 100% attendance in FY2024 and regular executive sessions indicate strong formal engagement .
  • Board self‑assessment, orientation/continuing education, and committee rotation planning reflect process discipline .

• Related‑party exposure:

  • No Melloul‑specific related‑party transactions disclosed beyond the nominee agreement with Verlinvest; broader related‑party items (e.g., Reignwood China distribution agreement) were terminated as of Dec 31, 2024 .