Martin Roper
About Martin Roper
Martin Roper, age 62, is Chief Executive Officer of The Vita Coco Company (COCO) since May 2022 and a director since January 2021. He holds BA, MA, and MEng degrees from Trinity Hall, Cambridge and an MBA from Harvard University, with a career leading branded beverage companies (former CEO of The Boston Beer Company) and broad public-company board experience . Under his leadership, Vita Coco delivered 2024 net sales of $516 million (+4.5% YoY), Adjusted EBITDA of $84 million ($68 million in 2023), net income of $56 million ($0.94 diluted EPS), and a 44% stock price increase to $36.91 by year-end 2024; pay-versus-performance disclosure shows cumulative TSR of $330 on a $100 investment since 12/31/2021 . He serves as CEO while the Board is chaired by Executive Chairman Michael Kirban with a Lead Independent Director, mitigating CEO/Chair concentration; Roper is a management director and not independent under Nasdaq rules .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Vita Coco Company | Co-CEO | 2021–May 2022 | Transitioned governance post-IPO; set performance-linked comp and metrics |
| The Vita Coco Company | President | Sep 2019–Dec 2020 | Led operations ahead of IPO, brand/category expansion |
| The Boston Beer Company | Chief Executive Officer | 2001–2018 | Oversaw net revenue growth, portfolio diversification |
| The Boston Beer Company | COO; VP Manufacturing & Business Dev. | 1994–2001 | Operations scaling and product expansion |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| LL Flooring Holdings (formerly Lumber Liquidators) | Director | 2006–2024 | Retail operations governance |
| The Boston Beer Company | Director | 2000–2018 | Strategy and governance for NASDAQ-listed brewer |
| Bio-Nutritional Research Group (Power Crunch) | Director | 2019–2025 | Nutrition brand board service |
| Financial Information Technologies, LLC (Fintech) | Director | Since Nov 2018 | Private alcohol distribution solutions |
| MGP Ingredients, Inc. | Director | Appointed Apr 2025 | Distilled spirits and food ingredients |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Salary) | Actual Annual Bonus Paid ($) | Other Bonus ($) | Notes |
|---|---|---|---|---|---|
| 2024 | 525,000 | 100% | 844,200 | — | Corporate Performance Factor 160.8% |
| 2023 | 484,000 | 100% (increased from ≥65%) | 907,500 | 200,000 (transaction bonus) | One-time transaction bonus |
| 2022 | 475,000 | ≥65% + 65% stretch | 76,000 | — | 2022 annual non-equity bonus paid |
Performance Compensation
2024 Annual Incentive Design and Outcomes
| Metric | Weighting | Minimum | Target | Maximum | 2024 Actual | Payout Range | Notes |
|---|---|---|---|---|---|---|---|
| Adjusted EBITDA | 50% | ≥ $71M | $77M | ≥ $88M | $84M | 0–200% | Drives overall Corporate Performance Factor of 160.8% |
| Total Net Revenue | 25% | ≥ 0.0% | 1.6% | ≥ 7.1% | 4.5% | 0–200% | — |
| Branded Net Revenue | 25% | ≥ 3.5% | 7.0% | ≥ 12.5% | 9.6% | 0–200% | — |
| ESG Modifier | ±10 pts | — | — | — | No adjustment applied | — | Added since 2023 |
2024 Long-Term Equity Awards (granted Mar 4, 2024)
| Award Type | Shares/Units (#) | Grant-Date Fair Value ($) | Exercise Price | Vesting |
|---|---|---|---|---|
| RSUs | 42,017 | 1,100,005 | — | Equal annual installments over 4 years starting 3/4/2025 |
| PSUs | 16,807 | 440,007 | — | Performance period 1/1/2024–12/31/2026; vests 0–200% on Adjusted EBITDA and Net Revenue targets, approved Q1 2027 |
| Stock Options | 62,743 | 660,056 | $26.18/sh | Equal annual installments over 4 years starting 3/4/2025 |
Multi-Year Total Compensation
| Year | Salary ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 525,000 | 1,540,012 | 660,056 | 844,200 | 13,125 | 3,582,394 |
| 2023 | 484,000 | — | 1,649,998 | 907,500 | 9,900 | 3,251,398 |
| 2022 | 475,000 | — | — | 76,000 | 8,550 | 559,550 |
Key design features:
- Added Branded Net Revenue metric and ESG modifier starting 2023, reinforcing brand-led growth and PBC alignment; no tax gross-ups, no option repricing without shareholder approval, and clawback policy compliant with SEC/Nasdaq .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total beneficial ownership | 2,115,090 shares; 3.7% of outstanding |
| Unvested RSUs (12/31/2024) | 42,017 units; market value $1,550,847 (at $36.91) |
| Unvested PSUs (12/31/2024) | 16,807 units; market value $620,346 (at $36.91) |
| Notable option holdings | 62,743 options at $26.18 (3/4/2034 exp.) ; tranches at $10.18, $15.00, $16.91 with various expirations |
| In-the-money status | Company stock closed at $36.91 on 12/31/2024; options with exercise prices below this were in-the-money |
| Ownership guidelines | CEO requirement: 5x salary; Roper meets guidelines as of record date |
| Hedging/pledging | Prohibited by Insider Trading Compliance Policy (no hedging or pledging) |
| Form 4 compliance | One late Form 4 filed Jan 13, 2025 for spouse’s charitable donation (clerical error) |
Employment Terms
| Provision | Terms |
|---|---|
| Base salary and bonus terms | ≥$460,000 base effective 1/1/2022 under Roper Agreement; annual and stretch bonuses ≥65% each; increased to 100% each in 2023 |
| Severance (without cause/good reason) | One year of salary and bonus, payable over 12 months; plus up to $65,000 for NYC apartment and furniture lease obligations; release required |
| Death/disability | Accrued unpaid salary and earned prior-year bonus only |
| For cause/voluntary (no good reason) | Accrued unpaid salary and earned prior-year bonus only |
| Change-of-control | No single-trigger benefits; plan-level acceleration only if awards are not assumed/continued/replaced; estimated accelerated equity value $8,812,207 (as of 12/31/2024) |
| Clawback | SEC/Nasdaq-compliant clawback adopted June 2023 (applies to incentive-based comp for prior 3 fiscal years upon restatement) |
Board Governance
- Board service: Director since 2021; currently one of nine directors with staggered terms; nominated Class I director for term expiring 2028 .
- Independence: Not independent (management director); independent directors listed exclude Roper .
- Committee roles: Not listed as a member of Audit, Compensation, or Nominating & ESG committees .
- Leadership structure: Board chaired by Executive Chairman Michael Kirban; Lead Independent Director is Eric Melloul, providing independent oversight and executive session leadership .
- Attendance: Each current director attended 100% of formal Board and committee meetings in 2024 .
- Director compensation: NEOs receive no additional pay for director service .
Compensation Peer Group (Benchmarking)
Pearl Meyer advised the Compensation Committee; 17-company peer group includes BellRing Brands, Beyond Meat, Celsius Holdings, e.l.f. Beauty, Freshpet, MGP Ingredients, Oatly, Sovos Brands, Sweetgreen, The Duckhorn Portfolio, The Simply Good Foods Company, Tootsie Roll Industries, Vital Farms, Warby Parker, Nature’s Sunshine, Fevertree Drinks, and Hint/others as listed; Vita Coco revenue at ~33rd percentile and market cap ~44th percentile at selection .
Performance Compensation – Award Mechanics
- Annual bonus determinations: Base Salary × Target Bonus % × Corporate Performance Factor; 2024 factor = 160.8%; no ESG modifier applied .
- Long-term equity: Mix of time-based RSUs and options, plus PSUs with three-year Adjusted EBITDA and Net Revenue growth goals (0–200% vesting) .
- Governance practices: No single-trigger COC, no tax gross-ups, no option repricing without shareholder approval; clawback policy in place .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited (alignment-positive) .
- Option repricing: Not permitted without shareholder approval (alignment-positive) .
- Tax gross-ups: None (shareholder-friendly) .
- Late Section 16: One late Form 4 filing noted (clerical) .
- Related party transactions: Audit Committee oversight; none disclosed for Roper in the cited sections .
Equity Award and Vesting Detail (Selected 12/31/2024 positions)
| Instrument | Quantity | Exercise/Terms | Expiration | Notes |
|---|---|---|---|---|
| Options (time-based) | 62,743 | $26.18 | 3/4/2034 | 4-year ratable vest |
| Options (legacy tranches) | 223,880 + 74,627 unexercisable | $15.00 | 10/21/2031 | 4-year vest started 11/27/2022 |
| Options (legacy) | 11,719 + 35,156 unexercisable | $16.91 | 3/10/2033 | 4-year vest started 3/10/2024 |
| PSUs (2024 grant) | 16,807 | 0–200% performance vest | — | Performance period ends 12/31/2026 |
| RSUs (2024 grant) | 42,017 | 4-year ratable vest | — | First vest 3/4/2025 |
Equity Ownership & Alignment – Market Values (12/31/2024)
| Item | Market Price Basis | Market Value |
|---|---|---|
| RSUs unvested | $36.91 closing price | $1,550,847 |
| PSUs unvested | $36.91 closing price | $620,346 |
Investment Implications
- Strong pay-for-performance alignment: 2024 bonuses and PSUs are explicitly tied to Adjusted EBITDA and revenue growth, with balanced weighting and capped outcomes; ESG modifier retained as a +/-10 point overlay consistent with PBC status .
- Equity-heavy mix and added RSUs/PSUs: Shift from options-only (2023) to RSUs+PSUs+options (2024) diversifies incentives, lowers risk for the CEO, and may drive periodic selling pressure around vesting dates; anti-hedging/pledging materially limits misalignment behaviors .
- Retention and severance: One-year salary+bonus severance plus housing allowance improves retention but is not excessive; no single-trigger COC benefits and acceleration applies only if awards are not assumed in a change-of-control, which limits windfall risk while preserving deal certainty .
- Ownership alignment: 3.7% beneficial ownership and compliance with 5x salary ownership guideline indicate significant skin-in-the-game; broad-based employee equity culture further aligns organization .
- Governance checks: Separate Chair/CEO roles with Lead Independent Director, robust committee oversight, clawback, and no tax gross-ups support shareholder-friendly governance; one late Form 4 appears immaterial .