Kenneth Sadowsky
About Kenneth Sadowsky
Independent director at The Vita Coco Company (COCO), age 62, serving on the Board since 2006. He is a seasoned beverage executive focused on distribution and go‑to‑market strategy, with a BA from Tulane University. He currently chairs the Nominating & ESG Committee and is deemed independent under Nasdaq rules. Attendance was 100% across Board and committee meetings in 2024, indicating strong engagement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Energy Brands (Glacéau) | Director | 2000–2006 | Board oversight at Vitaminwater/smartwater maker pre-acquisition |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Verlinvest | U.S. Beverages Advisor | 2009–present | Portfolio support in beverages for major COCO shareholder |
| Northeast Independent Distributors Association (NEIDA) | Executive Director | 2008–present | Leads a network of independent beverage distributors in U.S. Northeast |
| LIFEAID Beverage Co. | Director | Dec 2019–present | Board member at better‑for‑you beverage company |
| Icelandic Glacial Holdings | Director | May 2024–present | Board member at premium water company |
Board Governance
- Classification and tenure: COCO has a classified board; Sadowsky is a Class II director (term expires 2026). He has served since 2006, providing continuity but also raising potential entrenchment risk typical of long tenures .
- Committees: Chair, Nominating & ESG Committee; Member, Compensation Committee (expected to roll off Compensation after the 2025 annual meeting so each chair serves on one committee) .
- Independence: Board determined he is independent under Nasdaq standards .
- Attendance: 100% of Board and committee meetings in 2024 .
- Executive sessions and leadership: Independent Lead Director (Eric Melloul) coordinates executive sessions; Sadowsky participates as a non‑management director .
- Say‑on‑pay and shareholder support (signal of board effectiveness): 2025 say‑on‑pay For 41,060,459; Against 2,011,299; Abstain 74,677; 2024 say‑on‑pay For 41,902,786; Against 180,290; Abstain 45,646—both indicate strong support .
Fixed Compensation
| Component (Non‑Employee Director Policy) | Amount/Terms |
|---|---|
| Annual cash retainer | $60,000 (effective Dec 4, 2024) |
| Committee Chair fees | Audit $35,000; Compensation $10,000; Nominating & ESG $10,000 |
| Committee member fees | Audit $10,000; Compensation $5,000; Nominating & ESG $5,000 |
| Annual equity grant | RSUs valued at $115,000; vest by next annual meeting/1 year; change‑in‑control full vesting; optional deferral |
| Director | Year | Fees Earned (Cash) | Stock Awards (RSUs, grant‑date value) | Total |
|---|---|---|---|---|
| Kenneth Sadowsky | 2024 | $52,608 | $93,028 | $145,636 |
Notes: 2024 grants included 2,490 RSUs plus an off‑cycle 629 RSU grant; 3,119 unvested RSUs outstanding at 12/31/24 per director (general disclosure) .
Performance Compensation
| Element | Structure | Metrics | Payout Range |
|---|---|---|---|
| Director equity | Time‑based RSUs vesting by next annual meeting/1 year | None (no performance metrics for director equity) | N/A |
COCO does not use performance‑conditioned equity or options for non‑employee directors; equity is time‑based RSUs with optional delivery deferral .
Other Directorships & Interlocks
| Type | Entity | Nature of Potential Interlock/Conflict | Company Disclosure/Status |
|---|---|---|---|
| Significant shareholder affiliation | Verlinvest (U.S. Beverages Advisor) | Advisor to a major shareholder with nomination rights under Investor Rights Agreement | Board still classifies Sadowsky as independent; independence determinations explicitly consider relationships (Melloul affiliation noted); Investor Rights Agreement described in proxy . |
| Industry overlap | LIFEAID Beverage Co. (director) | Better‑for‑you beverages; adjacent category | Disclosed as current role; no related‑party transaction disclosed . |
| Industry overlap | Icelandic Glacial Holdings (director) | Premium bottled water; adjacent category | Disclosed as current role; no related‑party transaction disclosed . |
COCO’s Related Person Transaction section contains no Sadowsky‑specific transactions; principal related transaction disclosed relates to prior Reignwood China distribution, terminated 12/31/24 .
Expertise & Qualifications
- Decades of beverage industry experience in sales, distribution, marketing, and operational strategies; Executive Director of NEIDA and advisor to Verlinvest’s beverage investments .
- Governance: Chairs Nominating & ESG, indicating board leadership in governance and sustainability oversight .
- Education: BA, Tulane University .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % Outstanding | Composition/Notes |
|---|---|---|---|
| Kenneth Sadowsky | 657,094 | 1.2% | 627,304 shares held outright; 27,300 options (exercisable); 2,490 RSUs vesting within 60 days; 5,757 RSUs deferred to 6/1/2027 |
Additional alignment and policies:
- Stock ownership guidelines: Non‑employee directors must hold 5x the annual cash retainer; as of the record date, all non‑executive directors met the guideline except the Verlinvest‑affiliated lead director (due to nominee arrangement) .
- Hedging/pledging: Prohibited for directors under the Insider Trading Compliance Policy .
Governance Assessment
-
Positives
- Strong engagement and stability: 100% attendance in 2024; deep beverage distribution expertise directly relevant to COCO’s growth priorities .
- Governance leadership: Chairs Nominating & ESG; Board shows robust committee structure and annual self‑assessment; say‑on‑pay support >95% signals effective shareholder engagement .
- Alignment: Meaningful personal ownership (1.2%); director equity in RSUs with deferral option; ownership guidelines met .
-
Watch items / potential conflicts
- Shareholder affiliation: Ongoing advisory role with Verlinvest (a major shareholder with nomination rights) can create perceived independence risks, particularly while chairing Nominating & ESG; Board nonetheless classifies him as independent .
- Multiple external beverage boards: LIFEAID and Icelandic Glacial are adjacent categories; monitor for competitive overlaps or time constraints, though no related‑party transactions are disclosed .
- Tenure: Director since 2006; classified board structure and long tenure can raise refreshment/entrenchment concerns—mitigated by ongoing committee composition adjustments (e.g., rolling off Compensation post‑2025 meeting) .