Jane C. Morreau
About Jane C. Morreau
Independent director (Class III) at The Vita Coco Company, Inc. since July 2021; age 66. Former EVP & CFO of Brown‑Forman (2014–July 2021), with prior senior roles spanning production, IT, accounting, and finance; Certified Public Accountant with BS in Commerce (Accounting) and MBA from University of Louisville. Currently serves on boards of Trulieve Cannabis Corp., Del Monte Foods Holding Limited, and Ole Smoky Distillery, adding deep finance, consumer, and technology/cybersecurity expertise to COCO’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brown‑Forman Corporation | EVP & Chief Financial Officer | 2014–July 2021 | Led finance; public company CFO experience |
| Brown‑Forman Corporation | SVP, Chief Production Officer & Head of IT | 2013–2014 | Oversight of production and technology |
| Brown‑Forman Corporation | SVP of Accounting & Director of Finance, Accounting & Technology | 2008–2013 | Directed finance across sales, marketing, production, and technology |
| Kentucky Fried Chicken (Yum! Brands) | Financial roles | Not disclosed | Corporate finance roles |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Trulieve Cannabis Corp. (OTCMKTS: TCNNF) | Director | Since 2021 | Audit Committee member |
| Del Monte Foods Holding Limited | Director | Since June 2023 | Audit, Compensation, Nominating Committees |
| Ole Smoky Distillery | Director | Since July 2023 | Board member |
Board Governance
- Independence: Determined independent under Nasdaq rules; no relationships deemed to impair independent judgment .
- Attendance: 100% attendance at Board and committee meetings in 2024 .
- Committee leadership and expertise:
- Audit Committee: Chair; members include A. Dozie and J. Leahy; committee met 12 times in 2024 (including executive sessions and special meetings). Morreau and Dozie designated “audit committee financial experts” . Audit Committee report signed by Morreau as Chair .
- Nominating & ESG Committee: Member; committee met 4 times in 2024. Post‑Annual Meeting, Morreau will roll off this committee to balance chair service across committees .
- Compensation Committee: Not a member (committee chaired by J. Zupo; members E. Melloul, K. Sadowsky, J. Leahy) .
- Lead Independent Director: Eric Melloul; presides over executive sessions and interfaces between independent directors and management .
| Committee | Role | 2024 Meetings Attended | Notes |
|---|---|---|---|
| Audit | Chair | 12 | Audit Committee report signed by Chair (Morreau) |
| Nominating & ESG | Member | 4 | Expected to roll off after Annual Meeting |
| Compensation | Not a member | n/a | Committee chaired by Zupo |
Fixed Compensation
| Item | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | 80,165 | Reflects retainer + committee chair/member fees |
| Stock Awards (RSUs fair value, 2024) | 93,028 | Annual and off‑cycle RSU grants in 2024 |
| Total (2024) | 173,193 | Sum of cash fees and RSU grant value |
Director compensation policy (effective Dec 4, 2024):
- Annual Board retainer: $60,000; Audit Chair: $35,000; Audit Member: $10,000; Compensation Chair: $10,000; Compensation Member: $5,000; Nominating & ESG Chair: $10,000; Nominating & ESG Member: $5,000; Annual Equity Grant (RSUs): $115,000 .
Performance Compensation
- Directors receive time‑based RSUs (no performance metrics); RSUs vest in full by the next Annual Meeting or on the first anniversary of grant; directors may elect deferral of RSU delivery. In 2024, directors received: 2,490 RSUs (annual grant on June 4, 2024) and 629 RSUs (off‑cycle grant on Dec 4, 2024); grant‑date fair values calculated at closing market price on grant date; Morreau elected to defer delivery until separation from the Board .
| Grant Date | RSUs (#) | Fair Value ($) | Vesting | Deferral |
|---|---|---|---|---|
| Jun 4, 2024 | 2,490 | Part of $93,028 total | Full vest at next Annual Meeting or 1‑year anniversary | Deferred to separation |
| Dec 4, 2024 | 629 | Part of $93,028 total | Full vest at next Annual Meeting or 1‑year anniversary | Deferred to separation |
Other Directorships & Interlocks
- No compensation committee interlocks disclosed; Morreau is not on COCO’s Compensation Committee, and committee members are non‑employees; COCO’s Compensation Committee also uses an independent consultant (Pearl Meyer) with no conflicts identified .
Expertise & Qualifications
- CPA with extensive public company finance leadership; Board‑designated “audit committee financial expert” .
- Board skills matrix indicates Morreau’s strengths in management leadership, industry experience, corporate strategy/M&A, financial expertise, supply chain, and cybersecurity/IT, aligning with ERM oversight (Audit Committee) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Apr 7, 2025) | 50,517 shares; less than 1% of outstanding |
| Components | 45,500 options exercisable; 5,017 shares held; additional 5,757 shares deferred; 2,490 RSUs vesting within 60 days but delivery deferred |
| Director stock ownership guidelines | 5x annual cash retainer; directors generally have 5 years to comply; all non‑executive directors met guidelines as of Record Date, with noted nominee exception for Melloul |
| Hedging/pledging | Company prohibits hedging or pledging of COCO stock by directors/officers |
Governance Assessment
- Strengths: Independent director with CFO pedigree; Audit Chair and audit committee financial expert; 100% meeting attendance; robust ERM oversight via Audit; strong anti‑hedging policy and clawback policy consistent with SEC/Nasdaq requirements; director equity deferral indicates long‑term alignment .
- Compensation structure: Transparent, modest cash retainers, and time‑based RSUs; no meeting fees; equity vests annually and can be deferred; aligns with shareholder interests without short‑term incentives .
- Interlocks/conflicts: No COCO compensation committee interlocks; no related‑party transactions disclosed involving Morreau; external boards include cannabis and spirits/food companies, which are not direct competitors to coconut water; Audit Committee reviews related‑party transactions under a formal policy .
- Signals: Active audit oversight (12 meetings), pre‑approval policy for auditors, detailed fee disclosures; strong governance infrastructure (lead independent director, executive sessions, ESG oversight as a PBC and B Corp) .
RED FLAGS: None identified specific to Morreau (no related‑party transactions; no attendance shortfalls; no hedging/pledging). Note that service on boards in regulated or reputationally sensitive sectors (e.g., cannabis) may warrant ongoing monitoring for potential conflicts or optics, though no transactions or conflicts are disclosed at COCO .