DEF 14A

DEF 14A 1 zvia_proxy_statement_202.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No. )


Filed by the Registrant	☒
Filed by a Party other than the Registrant	☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

Zevia PBC

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):


☒	No fee required.
☐	Fee paid previously with preliminary materials.
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

15821 Ventura Blvd, Suite 145, Los Angeles, CA 91436

LETTER FROM PADDY SPENCE, OUR CHAIR AND CHIEF EXECUTIVE OFFICER

Dear Zevia Stockholders:

The 2022 Annual Meeting of Stockholders (the "Annual Meeting") of Zevia PBC, a Delaware public benefit corporation ("Zevia" or the "Company"), will be held at JW Marriott Santa Monica Le Merigot, located at 1740 Ocean Avenue in Santa Monica, California 90401 on Thursday, June 2, 2022 at 9:00 a.m., Pacific Time. The attached notice and Proxy Statement describe the formal business to be transacted at the meeting.

Details regarding the Annual Meeting, the business to be conducted at the Annual Meeting, and information about Zevia that you should consider when you vote your shares are described in the accompanying Proxy Statement.

The Annual Meeting is being held so that stockholders may consider the election of 3 Class I directors and the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022. The Board of Directors of the Company (the "Board") has determined that the matters to be considered at the Annual Meeting are in the best interests of the Company and its stockholders. For the reasons set forth in the Proxy Statement, the Board unanimously recommends a vote "FOR" each matter to be considered. Such other business will be transacted as may properly come before the Annual Meeting.

Pursuant to the U.S. Securities and Exchange Commission rules, we have elected to deliver our proxy materials to certain of our stockholders over the Internet. This delivery process allows us to provide stockholders with the information they need, while at the same time conserving natural resources and lowering the cost of delivery. On April 22, 2022, we intend to begin sending to our stockholders a Notice of Internet Availability of Proxy Materials (the "Notice") containing instructions on how to access our Proxy Statement for the Annual Meeting and our Annual Report on Form 10-K for the fiscal year ended December 31, 2021. The Notice also provides instructions on how to vote online or by telephone and how to receive a paper copy of the proxy materials by mail.

It is important that your shares be represented and voted at the Annual Meeting. Whether or not you plan to attend the Annual Meeting in person, we encourage you to submit your proxy as soon as possible.

On behalf of management and our Board of Directors, we thank you for your continued support of Zevia.

By Order of the Board of Directors,

Padraic L. Spence

Chief Executive Officer and Executive Chair of the Board of Directors

Los Angeles, California

April 22, 2022

15821 Ventura Blvd, Suite 145, Los Angeles, CA 91436

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

OF ZEVIA PBC


TIME:	9:00 a.m. Pacific Time
DATE:	Thursday, June 2, 2022
LOCATION:	JW Marriott Santa Monica Le Merigot, 1740 Ocean Avenue, Santa Monica, California 90401
RECORD DATE:	Close of business on April 12, 2022

ITEMS OF BUSINESS:

1. To elect 3 Class I members of Zevia PBC's Board of Directors (the "Board") named, and for the term described, in this Proxy Statement;

2. To ratify the appointment of Deloitte & Touche LLP as Zevia PBC's independent registered public accounting firm for the fiscal year ending December 31, 2022; and

3. To consider such other business as may properly come before the 2022 Annual Meeting of Stockholders (the "Annual Meeting") of Zevia PBC or any adjournment or postponement thereof.

Our Board recommends the approval of each of the first 2 proposals. Such other business will be transacted as may properly come before the Annual Meeting.

WHO MAY VOTE:

Only stockholders of record of our Class A common stock or Class B common stock at the close of business on the Record Date are entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying Proxy Statement.

Your vote is important. Whether or not you plan to attend the Annual Meeting in person or not, we encourage you to vote and submit your proxy by Internet by following the instructions on the Notice of Internet Availability of Proxy Materials that you previously received to ensure the presence of a quorum. You may change or revoke your proxy at any time before it is voted at the Annual Meeting. If you participate in and vote your shares at the Annual Meeting, your proxy will not be used.

By Order of the Board of Directors,

Lorna R. Simms

Senior Vice President, General Counsel and Corporate Secretary

Los Angeles, California

April 22, 2022

TABLE OF CONTENTS


	Page
GENERAL INFORMATION	1

PROPOSAL 1: ELECTION OF DIRECTORS	5
Director Nominees	5
Board Recommendation	5

PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	6
Principal Accountant Fees and Services	6
Pre-Approval Policies and Procedures	6
Report of the Audit Committee	6
Board Recommendation	6

CORPORATE GOVERNANCE	7
Board Composition	7
Director Nomination Process	9
Role and Responsibilities of the Board	9
Board Leadership Structure	9
Risk Oversight	9
Director Independence	9
Criteria for Board Membership	10
Board Diversity	10
Board Committees	10
Director Compensation	11
Service on Other Boards	12
Other Corporate Governance Practices and Policies	12

EXECUTIVE OFFICERS	14

EXECUTIVE COMPENSATION	15
2021 Summary Compensation Table	15
Narrative Disclosure to Summary Compensation Table	15
Outstanding Equity Awards at 2021 Fiscal-Year End	16
Additional Narrative Disclosure	16
Potential Payments Upon Termination or a Change in Control	16

EQUITY COMPENSATION PLAN INFORMATION	18

CERTAIN INFORMATION ABOUT OUR COMMON STOCK	19
Security Ownership of Certain Beneficial Owners and Management	19

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS	21
Related Person Transaction Policy	21
Related Person Transactions	21

OTHER MATTERS	22
Stockholder Proposals and Director Nominations for Next Year's Annual Meeting	22

iii

ZEVIA PBC

15821 Ventura Blvd., Suite 145

Encino, CA 91436

PROXY STATEMENT

FOR THE 2022 ANNUAL MEETING OF STOCKHOLDERS

GENERAL INFORMATION

Important Notice Regarding the Availability of Proxy Materials for the 2022 Annual Meeting of Stockholders to Be Held on June 2, 2022.

The Proxy Statement and Annual Report on Form 10-K for the fiscal year ended December 31, 2021 are available at www.proxyvote.com.

What Is the Purpose of These Proxy Materials?

We are making these proxy materials available to you in connection with the solicitation of proxies by the Board of Directors (the "Board") of Zevia PBC ("we," "us," "our," "Zevia," or the "Company") for use at the 2022 Annual Meeting of Stockholders (the "Annual Meeting") to be held on June 2, 2022 at 9:00 a.m. Pacific Time, or at any other time following adjournment or postponement thereof. You are invited to participate in the Annual Meeting and to vote on the proposals described in this Proxy Statement. The proxy materials are first being made available to our stockholders on or about April 22, 2022.

Why Did I Receive a Notice of Internet Availability of Proxy Materials?

Pursuant to U.S. Securities and Exchange Commission ("SEC") rules, we are furnishing the proxy materials to our stockholders primarily via the Internet instead of mailing printed copies. This process allows us to expedite our stockholders’ receipt of proxy materials, lower the costs of printing and mailing the proxy materials and reduce the environmental impact of our Annual Meeting. If you received a Notice of Internet Availability of Proxy Materials (the "Notice"), you will not receive a printed copy of the proxy materials unless you request one. The Notice provides instructions on how to access the proxy materials for the Annual Meeting via the Internet, how to request a printed set of proxy materials and how to vote your shares.

Who Can Vote?

We have 2 classes of common stock: Class A and Class B, each of which has 1 vote per share on all matters submitted to a vote of stockholders. Only stockholders of record of our Class A common stock and Class B common stock (together, the "Common Shares") at the close of business on April 12, 2022 (the "Record Date") are entitled to notice of, and to vote on, the proposals described in this Proxy Statement at the Annual Meeting. At the close of business on the Record Date, there were 38,890,238 shares of Class A common stock issued and outstanding and 28,142,350 shares of Class B common stock issued and outstanding. Holders of our Class A common stock and Class B common stock will vote together as a single class on all matters presented to our stockholders for their vote or approval, except as provided in our amended and restated certificate of incorporation or as otherwise required by applicable law. Stockholders are not permitted to cumulate votes with respect to the election of directors.

What Is the Difference between Holding Common Shares as a Registered Stockholder and as a Beneficial Owner?

Registered Stockholder: Common Shares Registered in Your Name

If your Common Shares are registered directly in your name with our transfer agent, American Stock Transfer and Trust Company, LLC, you are considered to be, with respect to those Common Shares, the registered stockholder, and these proxy materials are being sent directly to you by us.

Beneficial Owner: Common Shares Registered in the Name of a Broker, Fiduciary or Custodian

If your Common Shares are held by a broker, fiduciary or custodian, you are considered the beneficial owner of Common Shares held in "street name," and these proxy materials are being forwarded to you from that broker, fiduciary or custodian.

What Am I Voting on?

The proposals to be voted on at the Annual Meeting are as follows:

(1)

election of 3 Class I director nominees named, and for the term described, in this Proxy Statement to serve until their successors are duly elected and qualified ("Proposal 1");

(2)

ratification of the selection of Deloitte & Touche LLP ("Deloitte") as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022 ("Proposal 2"); and

(3)

to consider such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

How Does the Board Recommend That I Vote?

The Board recommends that you vote your Common Shares "FOR" each director nominee in Proposal 1 and "FOR" Proposal 2.

What If Another Matter Is Properly Brought before the Annual Meeting?

As of the date of filing this Proxy Statement, the Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, it is the intention of the persons named as proxies in the proxy card to vote on such matters in accordance with their best judgment.


	(1)	You may complete and submit a new proxy card, but it must bear a later date than the original proxy card;


	(2)	You may submit new proxy instructions via telephone or the Internet;


	(3)	You may send a timely written notice that you are revoking your proxy to our Corporate Secretary at the address set forth on the first page of this Proxy Statement; or


	(4)	You may vote by attending the Annual Meeting. However, your attendance at the Annual Meeting will not, by itself, revoke your proxy. You should request a ballot at the Annual Meeting.


	Year Ended December 31,
Fee Category	2021		2020
Total Audit Fees (1)	$	2,742	$	213
Audit-Related Fees (2)	$	-	$	-
Tax Fees (3)	$	409	$	9
All Other Fees (4)	$	-	$	32
Total Fees	$	3,151	$	254


(1)	Consists of aggregate fees billed: $1,958 for professional services and procedures associated with the Company's IPO, including documents filed with the SEC; engagement-related expenses, including technology and administrative charges; and professional services rendered for the audits of the Company's annual financial statements and review of quarterly financial statements, and advice on accounting matters directly related to the audit and audit services.
(2)	Consists of fees for audits and reviews not required under securities laws, as well as accounting consultations, compilations, and other assurance-related services.
(3)	Consists of fees for professional services related to preapproved tax compliance and tax consulting services.
(4)	Consists of fees for preapproved professional services rendered for advice and recommendations regarding the Company's ESG processes and practices.


Name	Age	Class	Term Expiration	Position	Committee Membership
Jacqueline J. Hayes	54	III	2024	Director	Nominating and Enterprise Risk Management Committee Environmental, Social and Governance Committee
Brian W. McGuigan (1)	46	I	2022	Director	Audit Committee Environmental, Social and Governance Committee
Philip H. O'Brien	37	III	2024	Lead Independent Director	Audit Committee Compensation Committee Nominating and Enterprise Risk Management Committee
Rosemary L. Ripley	67	II	2023	Director	Audit Committee Environmental, Social and Governance Committee
Andrew "Andy" Ruben	49	I	2022	Director	Nominating and Enterprise Risk Management Committee Environmental, Social and Governance Committee
Julie G. Ruehl	56	III	2024	Director	Audit Committee Compensation Committee
Justin Shaw	52	II	2023	Director	Compensation Committee Nominating and Enterprise Risk Management Committee
Padraic "Paddy" L. Spence	54	I	2022	Chief Executive Officer and Executive Chair of the Board of Directors
Amy E. Taylor	50	I	2022	President and Director
Quincy B. Troupe	56	II	2023	Director	Nominating and Enterprise Risk Management Committee Environmental, Social and Governance Committee


Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)(1)		Total ($)
James Gronowski (2)(3)	$	10,000	$	136,500	$	146,500
Jacqueline J. Hayes	$	47,500	$	273,000	$	320,500
Brian W. McGuigan	—		—		—
Philip H. O’Brien	—		—		—
Rosemary L. Ripley	—		—		—
Andrew "Andy" Ruben	$	47,500	$	273,000	$	320,500
Julie G. Ruehl	$	53,750	$	273,000	$	326,750
James Schiff (3)	—		—		—
Peter Schiff (3)	—		—		—
Justin Shaw	—		—		—
Amy E. Taylor (4)	$	20,000	$	273,000	$	293,000
Quincy B. Troupe	$	25,000	$	280,000	$	305,000


(1)	Amounts in this column represent the grant date fair value of restricted stock units ("RSUs") granted to the applicable director in 2021, calculated in accordance with FASB Accounting Standards, Codification Topic 718 ("FASB ASC 718"). With exception of a portion of Mr. Troupe’s grant, which was made at the time of the IPO, at grant, each RSU represented the right to receive a Class C common unit in Zevia LLC following vesting; however, all outstanding RSUs were adjusted in connection with the IPO to provide that they will be settled in 2 Common Shares. For more information regarding the assumptions regarding these calculations, see Note 12 of the notes to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021. The following RSUs were outstanding as of December 31, 2021: Mr. Gronowski, 10,000 RSUs; Ms. Hayes, 20,000 RSUs; Mr. Ruben, 20,000 RSUs; Ms. Ruehl, 20,000 RSUs; Ms. Taylor, 100,000 RSUs; Mr. Troupe, 20,000 RSUs; and all other non-employee directors, 0 RSUs. These RSUs vested on the expiration of the lockup period following our IPO in January 2022 and are subject to deferred settlement in 1/3 increments on each of the first 3 anniversaries of the vesting date or, if earlier, the director's separation from service or a change of control.
(2)	As of December 31, 2021, Mr. Gronowski held 32,858 outstanding vested options.
(3)	These directors were members of the Zevia LLC board of directors prior to the IPO but were not appointed to the Board in connection with the IPO.
(4)	Ms. Taylor was appointed as President in June 2021. Following the commencement of employment with the Company, Ms. Taylor no longer received compensation for her service on our Board. The table reflects the compensation she received in 2021 for her non-employee director service. The compensation she received in 2021 for her service as an executive of the Company is disclosed in the "Certain Relationships and Related Person Transactions" section below. As of December 31, 2021, Ms. Taylor held 50,000 options, all of which were unvested.


Name	Age	Position

Padraic "Paddy" L. Spence*	54	Chair, Chief Executive Officer and Director
William "Bill" D. Beech	65	Senior Vice President and Chief Financial Officer
Amy E. Taylor*	50	President and Director
Lorna R. Simms	57	Senior Vice President, General Counsel and Corporate Secretary


*	For biographical information, see "Proposal 1: Election of Directors" above.


Name and Principal Position	Year	Salary ($)(1)		Stock Awards ($)(2)		Non-Equity Incentive Plan Compensation ($)		All Other Compensation ($)(3)		Total ($)
Padraic "Paddy" L. Spence	2021	$	190,779.00	$	2,730,000.00	—		$	11,600.00	$	2,932,379.00
Chair, Chief Executive Officer and Director	2020	$	306,820.00	$	24,603,989.00	$	413,602.00	$	1,160.00	$	25,325,571.00
Harry "Hank" M. Margolis (4)	2021	$	299,263.00	$	2,047,500.00	—		$	11,600.00	$	2,358,363.00
Chief Operating Officer	2020	$	281,076.00	$	5,089,420.00	$	295,451.00	$	1,462.00	$	5,667,409.00
Robert J. Gay	2021	$	299,263.00	$	2,047,500.00	—		$	11,600.00	$	2,358,363.00
Chief Strategy Officer and EVP, Sales & Marketing	2020	$	281,076.00	$	8,823,133.00	$	295,464.00	$	1,462.00	$	9,401,135.00


	Option Awards							Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price		Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested($)(5)
Padraic "Paddy" L. Spence
2019 Options (1)		164,710		65,000	$	0.01	12/31/28
2019 Phantom Unit Awards (2)	—			120,000	$	0.01	1/1/29
2020 RSUs (3)									2,200,000	$	15,510,000
2021 RSUs (4)									200,000	$	1,410,000
Harry "Hank" M. Margolis
2019 Options (1)		86,922		48,750	$	0.01	12/31/28
2019 Phantom Unit Awards (2)	—			90,000	$	0.01	1/1/29
2020 RSUs (3)									570,000	$	4,018,500
2021 RSUs (4)									150,000	$	1,057,500
Robert J. Gay
2019 Options (1)		123,534		48,750	$	0.01	12/31/28
2019 Phantom Unit Awards (2)	—			90,000	$	0.01	1/1/29
2020 RSUs (3)									700,000	$	4,935,000
2021 RSUs (4)									150,000	$	1,057,500


Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)(1)		Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b)(2)		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c)(3)
Equity Compensation Plans Approved by Security Holders
2021 Equity Incentive Plan		203,300	$	14.00		3,485,877
Equity Compensation Plans Not Approved by Security Holders
2020 Incentive Plan		1,961,500	—		—
2011 Unit Incentive Plan		1,223,693	$	0.52	—
Restricted Phantom Unit Awards		2,422,644	$	0.36	—
Restricted Stock Unit Awards		3,580,000	—		—
Total		9,391,137			—


(1)	For the 2021 Fiscal Year, includes payout of accrued but unused vacation as a result of a change in the Company’s vacation accrual policies.
(2)	For the 2021 Fiscal Year, amounts in this column represent the grant date fair value of RSUs granted to the applicable executive in 2021, calculated in accordance with FASB ASC 718. At grant, each RSU represented the right to receive 1 Class C common unit in Zevia LLC following vesting; however, all outstanding RSUs were adjusted in connection with the IPO to provide that they will be settled in 2 Common Shares. For more information regarding the assumptions used in these calculations, see Note 12 of the notes to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.
(3)	Amounts in this column represent Zevia’s contributions under its 401(k) plan during the 2021 Fiscal Year for each NEO.
(4)	Mr. Margolis will retire from the Company effective June 24, 2022.


(1)	These options were granted in June 2019 and vested as to 1/4 on the first anniversary of the vesting commencement date of January 1, 2019, with the remaining options vesting in monthly installments over the 36-month period following such first anniversary, generally subject to the NEO’s continued employment through each vesting date.
(2)	These phantom unit awards were granted in June 2019 and vested in January 2022 on the date that was 6 months following our IPO and were settled in Class A common stock thereafter.
(3)	These RSUs were granted on August 31, 2020 and amended in March 2021 and will vest: (i) as to 100% of the RSUs upon a change of control or (ii) in monthly installments over the 36-month period following January 17, 2022, in each case, generally subject to the NEO’s continued service through each vesting date.
(4)	These RSUs were granted on March 17, 2021 and vested on the expiration of the lockup period following our IPO in January 2022. These RSUs are subject to deferred settlement in 1/3 increments on each of the first 3 anniversaries of the vesting date or, if earlier, the NEO’s separation from service or a change of control.
(5)	The amounts in this column are based on the closing price of our Class A common stock of $7.05 per share on December 31, 2021.


(1)	This column reflects all RSUs, options and restricted phantom unit awards granted under the applicable plan and outstanding as of December 31, 2021.
(2)	This column reflects the weighted-average exercise price of options and restricted phantom unit awards granted under the applicable plan that were outstanding as of December 31, 2021. RSUs reflected in column (a) are not reflected in this column as they do not have an exercise price.
(3)	This column reflects the total Common Shares remaining available for issuance under the applicable plan as of December 31, 2021. No further shares remain available for issuance under the 2020 Incentive Plan or the 2011 Unit Incentive Plan, and no further shares may be awarded as restricted phantom unit awards or RSUs under the non-plan arrangements set forth in this table.


Name and Address of Beneficial Owner		Class A Common Stock		Class B Common Stock		Total Number		Total Voting Power
Greater Than 5% Stockholders
	CDP Investissements Inc. (1)		22,022,092	—			22,022,092		32.85	%
	White Pine, Inc. (2)	—			7,555,938		7,555,938		11.27	%
	Entities affiliated with Northwood Ventures LLC (3)	—			5,346,552		5,346,552		7.98	%
	Entities affiliated with NGEN (4)		1,694,358		3,591,906		5,286,264		7.89	%
NEOs and Directors of the Board
	Padraic "Paddy" L. Spence (5)		645,273		1,440,808		2,086,081		3.10	%
	Harry "Hank" M. Margolis (6)		365,673	—			365,673	*
	Robert J. Gay (7)		421,677		542,780		964,457		1.43	%
	Amy E. Taylor		100,000	—			100,000	*
	Jacqueline J. Hayes		20,000	—			20,000	*
	Brian W. McGuigan		1,160	—			1,160	*
	Philip H. O'Brien	—

SEC Form DEF 14A filed by Zevia PBC