John Zupo
About John Zupo
John Zupo, 51, has served on The Vita Coco Company (COCO) Board since January 2020 and is currently an independent director and Chair of the Compensation Committee. He is co‑founder and CEO of SABX, Inc. (since 2019) and previously served as President of Nestlé Waters North America and President of Nestlé Waters Canada (2010–2013). He holds a BA and MBA from Westminster University. Notably, he advised Vita Coco in various strategy roles from 2018–2021; the Board has determined he is independent under Nasdaq rules, with no relationships impairing independent judgment as of the 2025 proxy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Vita Coco Company | Strategy advisor (employee) | 2018–2021 | Advised on strategy; subsequently independent director |
| Nestlé Waters North America | President | Not specified (prior to 2019) | Led overall operations incl. P&L and market share |
| Nestlé Waters Canada | President | 2010–2013 | Country leadership |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| SABX, Inc. | Co‑Founder & Chief Executive Officer | 2019–present | Board member since July 2020 |
Board Governance
- Classification/tenure: Class I director since 2020; re‑elected at the June 3, 2025 Annual Meeting for a term expiring at the 2028 Annual Meeting .
- Committee assignments: Compensation Committee Chair; not listed on Audit or Nominating & ESG in the committee matrix .
- Committee activity: Compensation Committee met four times (incl. one special) in FY2024 .
- Independence: Determined independent under Nasdaq rules; also meets Nasdaq’s heightened independence standards for compensation committee members .
- Attendance: Each current director attended 100% of Board and assigned committee meetings in 2024; directors also attended the 2024 Annual Meeting .
- Board leadership context: Executive Chairman is Michael Kirban; Lead Independent Director is Eric Melloul .
- Designation history: Under the Investor Rights Agreement at IPO, Kirban designated Zupo as a Class I director (signal of founder alignment); rebalanced nomination rights after 2023 secondary offerings .
2025 Annual Meeting Voting Results (signals of support)
| Item | For | Against/Withheld | Abstain | Broker Non‑Vote |
|---|---|---|---|---|
| John Zupo re‑election (Class I) | 36,351,215 | 6,795,220 (withheld) | — | 7,576,429 |
| Say‑on‑Pay (advisory) | 41,060,459 | 2,011,299 | 74,677 | 7,576,429 |
Implication: Zupo received ~84.3% support of votes cast for/withheld (36.35M/(36.35M+6.80M)), indicating moderate opposition; Say‑on‑Pay support was ~95.3% of votes cast (41.06M/(41.06M+2.01M)), a positive signal for Compensation Committee leadership, which he chairs .
Fixed Compensation
Non‑Employee Director Policy (current framework)
| Item | Amount ($) |
|---|---|
| Board annual cash retainer | 60,000 |
| Audit Committee Chair | 35,000 |
| Audit Committee Member | 10,000 |
| Compensation Committee Chair | 10,000 |
| Compensation Committee Member | 5,000 |
| Nominating & ESG Chair | 10,000 |
| Nominating & ESG Member | 5,000 |
| Annual equity grant (RSUs) | 115,000 (grant‑date value) |
- Equity vesting: Director RSUs vest in full on the earlier of the day immediately preceding the next Annual Meeting or the first anniversary of grant; all equity vests upon a change in control (single‑trigger for director awards) .
Actual 2024 Director Compensation – John Zupo
| Component | 2024 Amount ($) |
|---|---|
| Fees earned/paid in cash | 40,083 |
| Stock awards (RSUs, grant‑date fair value) | 93,028 |
| Options | — |
| Other (non‑equity incentive, deferred comp, other) | — |
| Total | 133,111 |
- 2024 RSU grants: 2,490 RSUs (June 4, 2024) and 629 RSUs (December 4, 2024); unvested RSUs outstanding at 12/31/24 were 3,119 (for each director) .
- Deferral: Zupo elected to defer delivery of RSU shares to the fifth calendar year after grant .
Performance Compensation
| Element | Detail |
|---|---|
| RSU grants (2024) | 2,490 RSUs (6/4/2024) and 629 RSUs (12/4/2024); aggregate fair value $93,028 (ASC 718) |
| Vesting | Time‑based; vests in full before the next Annual Meeting or by first anniversary; accelerates at change in control |
| Performance metrics | None disclosed for director RSUs (time‑based only) |
| Deferral elections | Elected to defer RSU delivery to fifth calendar year post‑grant |
Other Directorships & Interlocks
| Entity | Type | Role | Notes |
|---|---|---|---|
| SABX, Inc. | Private | CEO; Director | On SABX board since July 2020 |
| Public company boards | — | — | None disclosed in 2025 proxy |
| Comp Committee interlocks | — | — | None; all comp committee members were non‑employees; no cross‑board interlocks with Company executives |
Expertise & Qualifications
- Leadership and consumer‑packaged goods operating experience (Nestlé Waters NA/Canada) .
- Digital commerce/marketplace operating role as CEO of SABX .
- Education: BA and MBA, Westminster University .
- Board skills matrix highlights broad management, industry, and commercial capabilities across current directors; the Company expects strong character, judgment, and ethics from all directors .
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial ownership (shares) | 38,675; less than 1% |
| Composition of beneficial ownership | 38,675 shares underlying fully vested, exercisable options |
| Deferred shares (not in beneficial total) | 5,757 shares; delivery deferred until June 1, 2027 |
| RSUs vesting within 60 days of 4/7/2025 (delivery deferred) | 2,490 RSUs; delivery deferred until June 4, 2029 |
| Unvested RSUs outstanding at 12/31/2024 | 3,119 RSUs per director |
| Ownership guidelines (directors) | 5x annual cash retainer; five years to comply |
| Compliance status | As of record date, all non‑executive directors met guidelines except Melloul (RSUs transferred to Verlinvest under nominee agreement) |
| Hedging/pledging | Company prohibits hedging; “no pledging or hedging” noted in compensation best practices |
Related‑Party Exposure and Conflicts
- Policy/process: Audit Committee reviews and must approve or ratify any related person transaction; no director may participate in approval if interested .
- Disclosures since 1/1/2024 include a distribution agreement with Reignwood China (terminated as of 12/31/2024) and shareholder secondary offerings; no related person transactions involving Zupo were disclosed .
Governance Assessment
- Strengths: Independent director; Chair of Compensation Committee with full independence; 100% attendance; strong Say‑on‑Pay support in 2025 (~95% of votes cast), suggesting investor alignment with compensation oversight .
- Alignment: Meets robust director ownership guidelines; employs RSU deferral; Company bans hedging/pledging, reducing misalignment risk .
- Conflicts: No related‑party transactions disclosed for Zupo; SABX role disclosed but no Company dealings with SABX reported –.
- Watch items: Director awards accelerate at change in control (single‑trigger for director equity) . 2025 re‑election saw ~15.7% withhold among votes cast for/withheld, a moderate dissent signal to monitor across future cycles .
Overall: Governance profile supports investor confidence—independent status, active committee leadership, policy framework (clawback, anti‑hedging, ownership guidelines), and positive Say‑on‑Pay vote. Keep an eye on future director election vote trends and compensation plan features (e.g., single‑trigger vesting) as potential engagement topics .