Michael Kirban
About Michael Kirban
Michael Kirban (age 49) is Co-Founder, Executive Chairman, and Chairman of the Board of The Vita Coco Company (COCO). He has served on the board since 2004 and became Executive Chairman in May 2022; his employment agreement was extended on March 4, 2024 to continue through December 31, 2027 . Company performance in 2024: net sales rose 4.5% to $516 million, Adjusted EBITDA increased to $84 million (from $68 million in 2023), and the stock ended 2024 at $36.91 (+44% YTD); TSR since 12/31/2021 measured under Item 402(v) reached 330.44 vs 91.99 for the peer index .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Vita Coco Company | Chief Executive Officer; Co‑Chief Executive Officer | Prior to May 2022 (years not specified) | Leadership through growth of coconut water category and brand expansion; transitioned to Executive Chairman |
| The Vita Coco Company | Executive Chairman | May 2022–present | Chairs the board, supports strategy and governance; unified leadership with Lead Independent Director oversight |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Software Answers Inc. | Director | Not disclosed | Technology service provider board experience; governance breadth |
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Base Salary ($) | 525,000 | Increased per March 4, 2024 amendment; at least $525,000 per year |
| Target Annual Bonus (% of salary) | 100% | Target bonus increased from 80% to 100%; stretch bonus also 100% |
| Actual Annual Bonus Paid ($) | 844,200 | Based on Corporate Performance Factor of 160.8% |
| Perquisites | 401(k) match $4,594 | All Other Compensation reflects matching contributions |
Multi-year compensation (Summary Compensation Table):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 475,000 | 484,000 | 525,000 |
| Bonus ($) | — | 200,000 | — |
| Stock Awards ($) | — | — | 1,540,012 |
| Option Awards ($) | — | 1,649,998 | 660,056 |
| Non-Equity Incentive ($) | 76,000 | 907,500 | 844,200 |
| All Other Comp ($) | 8,550 | 4,235 | 4,594 |
| Total ($) | 559,550 | 3,245,733 | 3,573,863 |
Performance Compensation
Annual cash incentive design and 2024 outcome:
| Metric | Weighting | Minimum | Target | Maximum | Actual 2024 | Payout Factor |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($mm) | 50% | ≥71 | 77 | ≥88 | 84 | Contributes to 160.8% CPF |
| Total Net Revenue YoY (%) | 25% | ≥0.0 | 1.6 | ≥7.1 | 4.5 | Contributes to 160.8% CPF |
| Branded Net Revenue YoY (%) | 25% | ≥3.5 | 7.0 | ≥12.5 | 9.6 | Contributes to 160.8% CPF |
| ESG Modifier | ±10 pts | — | — | — | Not applied (satisfactory progress) | 0 pts |
2024 equity awards (granted March 4, 2024):
| Instrument | Grant Date | Quantity | Fair Value ($) | Terms |
|---|---|---|---|---|
| RSUs | 3/4/2024 | 42,017 | 1,100,005 | Time-based; vests in 4 equal annual installments starting 3/4/2025 |
| PSUs (target) | 3/4/2024 | 16,807 | 440,007 | Performance period 1/1/2024–12/31/2026; metric: Adjusted EBITDA & Net Revenue growth; 0–200% payout; vesting certified Q1 2027 |
| Options | 3/4/2024 | 62,743 | 660,056 | Strike $26.18; vests ratably over 4 years; expires 3/4/2034 |
Vesting and exercises in 2024:
- No options exercised and no stock vested for Mr. Kirban in 2024 .
Pay‑for‑performance practices and guardrails:
- No single-trigger change-in-control severance or equity acceleration; no tax gross-ups; no option repricing; clawback policy adopted June 2023 compliant with SEC/Nasdaq .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 3,196,124 shares (5.5% of outstanding) |
| Breakdown | 127,629 shares directly (less 60,189 unvested RSUs not vesting within 60 days of 4/7/2025); 849,954 shares via fully vested/exercisable options; 1,663,049 shares via Michael Kirban 2010 Trust; 615,681 shares via Michael Kirban Revocable Trust |
| Options (exercisable) | 849,954 shares exercisable within 60 days (fully vested) |
| Unvested RSUs (12/31/2024) | 42,017 units; market value $1,550,847 (at $36.91) |
| Unvested PSUs (target, 12/31/2024) | 16,807 units; market value $620,346 (at $36.91); actual vest 0–200% based on 3-year goals |
| Stock ownership guidelines | Executive Chair: 5× base salary; compliance met as of Record Date |
| Hedging/pledging | Hedging prohibited; policy states no pledging or hedging; no pledging/hedging transactions allowed |
Insider selling pressure considerations:
- Upcoming vesting cadence for 2024 RSUs and options begins March 4, 2025 and continues annually over four years, which may create routine tax-related share withholding but no 2024 exercises or vestings occurred for Kirban .
Employment Terms
| Term | Key Provisions |
|---|---|
| Agreement | Amended and restated employment agreement (original 10/20/2021), amended 5/2/2022 (transition to Executive Chairman) and 3/4/2024 (extension and terms) |
| Role & reporting | Executive Chairman and Founder; reports to the Board |
| Term | Through December 31, 2027 |
| Base & bonus terms | Base ≥$525,000; target and stretch bonus both 100% of base salary, contingent on Company performance |
| Termination protections | Cannot be terminated without cause prior to 12/31/2026 |
| Good reason/without cause severance | One year of base salary, paid over one year; accrued and unpaid salary paid; release required |
| Death/disability | One year of base salary upon death or disability |
| Change-of-control | No single-trigger benefits; awards accelerate only if not assumed/continued/replaced; estimated value of accelerated equity $8,812,207 as of 12/31/2024 |
| Clawback | Company-wide clawback compliant with SEC/Nasdaq, covering the last three completed fiscal years for incentive-based comp tied to financial reporting measures |
Board Governance
- Board service: Director since 2004; Executive Chairman and Chair of the Board since inception; currently Class II director (term expires at 2026 annual meeting) .
- Independence and dual-role implications: As management Chair, an independent Lead Director (Eric Melloul) presides over executive sessions and liaises between independent directors and management to mitigate independence concerns .
- Committee roles: Kirban is not listed as a member of Board committees; Audit chaired by Jane C. Morreau; Compensation chaired by John Zupo; Nominating & ESG chaired by Kenneth Sadowsky (with membership detailed in proxy) .
- Attendance: Each current director attended 100% of Board and committee meetings in 2024 .
- Investor Rights Agreement: Kirban holds nomination and removal rights (e.g., entitled to nominate up to two directors while maintaining specified ownership; sole right to request designated directors tender resignations), which concentrates influence but is disclosed and governed by fiduciary duties .
Director compensation note:
- As an executive officer, Kirban does not receive additional director compensation; non-employee director policy provides cash retainers and RSUs, not applicable to Kirban .
Compensation Structure Analysis
- Cash vs equity mix: 2024 compensation for Kirban was equity-heavy (stock awards $1.54m and options $0.66m) alongside at-risk bonus $0.84m—consistent with pay-for-performance orientation .
- Shift to RSUs/PSUs: Introduction and continuation of PSUs with 3-year Adjusted EBITDA/Net Revenue growth goals increases performance linkage vs solely time-based options; RSUs vest over 4 years, balancing retention .
- Target rigor: 2024 bonus goals included EBITDA and revenue growth with payout range 0–200%; actual CPF of 160.8% reflects outperformance vs targets; ESG modifier framework exists but was neutral in 2024 .
- Governance controls: No single-trigger CoC, no tax gross-ups, no option repricing; clawback in place; hedging/pledging prohibited—shareholder-friendly safeguards .
- Peer benchmarking: Pearl Meyer engaged; peer group of 17 consumer/food & beverage companies; intent to position near median, with deviations based on leadership/performance .
Related Party Transactions and Red Flags
- Related party transaction program: Formal policy overseen by Audit Committee; disclosed distribution agreement in China with Reignwood affiliate terminated as of 12/31/2024; no Kirban-specific related party transactions disclosed .
- Risk indicators: No pledging/hedging; no single-trigger parachutes; clawback policy adopted; director attendance 100%; no delinquent Section 16 filings for Kirban noted .
Equity Ownership & Alignment Table (Detailed)
| Category | Shares/Units | Notes |
|---|---|---|
| Direct common | 127,629 | Less 60,189 unvested RSUs that do not vest within 60 days of 4/7/2025 |
| Exercisable options | 849,954 | Fully vested and exercisable within 60 days |
| Trust (2010 Trust) | 1,663,049 | Sole voting/dispositive power |
| Trust (Revocable Trust) | 615,681 | Sole voting/dispositive power |
| Unvested RSUs (12/31/2024) | 42,017 | Market value $1,550,847 at $36.91 |
| Unvested PSUs (target) | 16,807 | Market value $620,346 at $36.91; 0–200% payout range |
| Total beneficial ownership | 3,196,124 | 5.5% of shares outstanding |
Employment & Contracts Detail
| Clause | Provision |
|---|---|
| Non-termination before date | Not terminable without cause prior to 12/31/2026 |
| Good reason/without cause | One year salary, paid over one year, plus accrued amounts; release required |
| Death/disability | One year salary payable |
| CoC treatment | No single-trigger; acceleration only if awards not assumed/continued/replaced; estimated accelerated equity value $8,812,207 |
Investment Implications
- Alignment: Significant insider ownership (5.5%) via direct holdings, exercisable options, and trusts supports long-term alignment; compliance with 5× salary ownership guideline and no pledging reduces agency risk .
- Incentive levers: 2024 bonus tied 50% to Adjusted EBITDA and 50% to revenue measures yielded 160.8% payout; 2024 PSUs add multi-year performance lock-in through 2026—positive for execution focus and retention .
- Supply/overhang: 2024 RSUs and options vest over 2025–2028; while 2024 showed no exercises/vests for Kirban, upcoming vesting could drive routine tax-related withholdings; monitor Form 4s around vest dates for selling pressure signals .
- Governance risk mitigants: Lead Independent Director offsets dual-role Chair/Executive Chair structure; robust clawback, no single-trigger CoC, and anti-hedging/pledging policies are shareholder-friendly; however, Kirban’s nomination/removal rights under the Investor Rights Agreement centralize influence—worth monitoring in governance assessments .
- Performance backdrop: Strong 2024 fundamentals (net sales +4.5%, Adjusted EBITDA +23.5% YoY, TSR outperformance since 2021 baseline) support pay outcomes and bolster confidence in leadership; continued PSU measurement through 2026 provides an upcoming catalyst on execution .