Ira Liran
About Ira Liran
Co‑founder of The Vita Coco Company; Class III Director since 2006. Age 46. Previously served as Director of Sourcing from February 2007 to October 2021, bringing deep supply chain and sourcing experience; B.A. from Columbia University. Board views his qualifications as stemming from founder perspective, familiarity with supply chain and sourcing strategies, and corporate strategy experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Vita Coco Company | Director of Sourcing | Feb 2007 – Oct 2021 | Led sourcing; foundational supply chain expertise |
| The Vita Coco Company | Co‑founder; Director (Class III) | Director since 2006 | Founder perspective on strategy and operations |
External Roles
No current or prior external public company directorships disclosed for Ira Liran .
Board Governance
- Independence: The Board determined Ira Liran is “independent” under Nasdaq listing standards (after >3 years since employment ended) .
- Committee assignments: Member, Nominating & ESG Committee; not a chair .
- Attendance: 100% attendance at Board and applicable committee meetings in FY2024, consistent with all current directors .
- Executive sessions: Non-management directors meet in regular executive sessions; Lead Independent Director presides (Eric Melloul) .
- Investor Rights Agreement (IRA) influence: As co‑founder, Liran has contractual rights to nominate one director so long as he remains employed and retains specified ownership, and may request resignation of his designated director(s) via Removal Notice; currently designates himself as a Class III director .
Fixed Compensation
| Year/Policy | Cash Retainer ($) | Committee Fees ($) | Notes |
|---|---|---|---|
| 2024 Actual (reported) | 40,083 | Included in “Fees Earned” total | Total cash fees reflect committee service and timing |
| 2024 Stock Awards (RSUs) | 93,028 | — | Aggregate grant‑date fair value |
| Policy effective Dec 4, 2024 | 60,000 Board retainer | 5,000 Nominating & ESG member; 10,000 chair (if applicable) | Annual RSU grant $115,000; equity vests on earlier of next Annual Meeting or 1‑year |
Performance Compensation
Directors do not receive performance‑conditioned pay; annual equity is time‑based RSUs.
| Grant Date | Instrument | Number of RSUs | Vesting | Grant‑Date Basis |
|---|---|---|---|---|
| Jun 4, 2024 | RSUs | 2,490 | Vest in full by earlier of next Annual Meeting or first anniversary, subject to service | Included in 2024 stock awards |
| Dec 4, 2024 | RSUs | 629 | Same as above | Included in 2024 stock awards |
| 2024 Total | RSUs | 3,119 | Time-based vesting; subject to change‑in‑control acceleration under 2021 Plan if awards are not assumed | $93,028 (aggregate fair value) |
No director performance metrics (e.g., revenue/EBITDA/TSR) apply to director compensation; those metrics are used for executive incentives .
Other Directorships & Interlocks
| Organization | Role | Interlock/Relationship |
|---|---|---|
| None disclosed | — | — |
- Lead Independent Director is Eric Melloul (Verlinvest Senior Advisor); Melloul’s RSUs are transferred to Verlinvest under a nominee agreement—Board discloses this arrangement; no similar nominee or transfer arrangement for Liran .
Expertise & Qualifications
- Founder perspective; familiarity with supply chain and sourcing strategies; corporate strategy experience (Board‑assessed reasons for qualification) .
- The Board’s skills matrix highlights diversified skills across directors aligned to strategy; Liran is explicitly cited for supply chain/sourcing and strategy experience in his biography .
Equity Ownership
| Holder | Shares Beneficially Owned (#) | % of Outstanding | Breakdown |
|---|---|---|---|
| Ira Liran | 1,447,005 | 2.5% | 631,936 shares held directly; 812,579 via Ira Liran 2012 Family Trust; plus 2,490 RSUs vesting within 60 days of April 7, 2025 |
| Compliance with ownership guidelines | — | — | Company states all non‑executive directors met guidelines as of the Record Date, except Melloul due to nominee arrangement; implies Liran is compliant |
| Anti‑hedging/pledging | — | — | Company prohibits hedging (and policy states no pledging or hedging transactions) |
Governance Assessment
- Independence and founder status: Liran is classified as independent under Nasdaq despite being a co‑founder and former executive (employment ended Oct 2021), aligning with the 3‑year cooling-off rule; this bolsters independence optics but investors should weigh founder influence .
- IRA nomination/removal rights: Contractual right to nominate a director (currently himself) and request resignation of designated director(s) concentrates governance influence; while disclosed and bounded by fiduciary duties, this is a potential governance sensitivity for board autonomy. RED FLAG: concentrated director nomination/removal rights tied to a founder’s ownership/employment status .
- Committee role and attendance: Active Nominating & ESG member with 100% attendance supports engagement and board effectiveness .
- Ownership alignment: Material equity stake (2.5%) plus RSUs and compliance with director ownership guidelines indicate strong alignment (“skin in the game”) .
- Related‑party exposure: Proxy does not disclose any related‑party transactions involving Liran; the disclosed related‑party distribution arrangement involved Reignwood and was terminated as of Dec 31, 2024 .
- Section 16 compliance: No delinquent filings disclosed for Liran; one late Form 4 related to CEO (clerical error) .
Net read: High ownership alignment and full attendance are positives; independence designation is technically satisfied, but founder-linked nomination/removal rights under the IRA merit monitoring as a governance concentration risk .
Notes on Director Compensation Structure
- 2024 director pay mix: Cash fees ($40,083) plus time‑based RSUs ($93,028) .
- 2024/2025 policy: Standardized retainer and committee fees; annual RSU ($115,000) with service‑based vesting; change‑in‑control acceleration applies to unassumed awards under the 2021 Plan .
Appendix: Committee Assignment Detail
| Committee | Role |
|---|---|
| Nominating & ESG | Member |
Appendix: Meeting Attendance
- FY2024 attendance: 100% Board and applicable committee meetings for each current director, including Liran .