Zevia PBC (Form: 8-K, Received: 04/26/2022 06:05:59)

Date: April 25, 2022

/s/ Lorna R. Simms

Name: Lorna R. Simms

Title: SVP, General Counsel and Corporate Secretary

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): April 24, 2022

ZEVIA PBC

(Exact Name of Registrant as Specified in Its Charter)


Delaware	001-40630	86-2862492
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)


15821 Ventura Blvd., Suite 145, Encino, CA		91436
(Address of Principal Executive Offices)		(Zip Code)

(855) 469-3842

(Registrant’s Telephone Number, Including Area Code)

Former Name or Former Address, if Changed Since Last Report: N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.001 per share	ZVIA	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) Departing Officers

On April 25, 2022, Zevia PBC (the “Company”) announced that William “Bill” D. Beech, Chief Financial Officer, will step down as CFO effective May 3, 2022, and depart from the Company on May 6, 2022.

In addition, as previously reported, Harry “Hank” M. Margolis, Chief Operating Officer, will be retiring from the Company. He will step down from his position effective June 13, 2022 and will retire effective June 24, 2022.

On April 24, 2022, the Company’s Board of Directors (the “Board”) appointed Denise D. Beckles, 57, to serve as Chief Financial Officer, effective May 3, 2022 (the “Beckles Start Date”), and Quincy B. Troupe, 55, to serve as Chief Operating Officer, effective June 13, 2022 (the “Troupe Start Date”). Mr. Troupe currently serves on the Board and will step down as a director effective as of the Troupe Start Date.

Denise D. Beckles as Chief Financial Officer

Prior to joining the Company, Ms. Beckles most recently served as Chief Financial Officer of Sol de Janeiro, a skincare products company, where she was responsible for overseeing the finance, IT, legal, HR, operations and supply chain functions from July 2020 to 2022. Prior to joining Sol de Janeiro, Ms. Beckles served as the Chief Financial Officer for Revolution Foods, a healthy meal company, where she was responsible for overseeing the finance, investor relations, IT, and business analytics and insights functions from September 2018 to July 2019. Previously, Ms. Beckles held three roles at Godiva Chocolatier, Inc., a multinational gourmet chocolate company, including Chief Financial Officer of Godiva North America and Chief Strategy Officer of Global Business from 2016 to 2018 and Global Head of Financial Planning and Analysis during 2015. Ms. Beckles also held various senior leadership roles in finance, strategy and business development with Pernod Ricard USA, LLC including Vice President, Business Development and Strategy from 2014 to 2015, Vice President, Finance and Strategy (Wines and Champagnes) from 2012 to 2014, and Vice President, Treasurer from 2010 to 2012. Ms. Beckles earned both a Master of Business Administration in Accounting, Finance and Business Management and a Bachelor of Science in Accounting and Finance from Clarkson University.

There are no family relationships between Ms. Beckles and any director or executive officer of the Company, and she has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Description of Agreements with Ms. Beckles

In connection with her appointment, the Company and Ms. Beckles entered into a Letter Agreement (the “Beckles Letter Agreement”), which sets forth the terms of Ms. Beckles’ employment with the Company as Chief Financial Officer, effective as of the Beckles Start Date. The Beckles Letter Agreement provides for (i) an annual base salary of $400,000, (ii) a target annual bonus equal to 75% of base salary, pro-rated for 2022, (iii) a $250,000 sign-on bonus, payable one-half within 30 days of the Beckles Start Date and one-half after six months’ employment, and subject to repayment in the event Ms. Beckles voluntarily resigns or is terminated for cause within the first 12 months of employment, and (iv) a relocation allowance of $100,000, grossed up for taxes. In addition, Ms. Beckles is eligible to receive a target long-term incentive award of $850,000, subject to approval by the Board or the Compensation Committee of the Board, which will consist 50% of options and 50% of time-vested restricted stock units that each vest in four equal annual installments.

In addition, Ms. Beckles entered into the Company’s standard severance agreement (the “Beckles Severance Agreement”), which provides for severance benefits in the event Ms. Beckles is terminated by the Company without Cause (as defined in the Beckles Severance Agreement) or resigns for Good Reason (as defined in the Beckles Severance Agreement) (each a “Qualifying Termination”). Subject to execution of a release of claims in favor of the Company, upon a Qualifying Termination, Ms. Beckles will be eligible to receive the following severance benefits: (i) 12 months of base salary payable in installments (or, if the Qualifying Termination occurs within 18 months following a change in control of the Company, a lump sum payment equal to the sum of Ms. Beckles’s annual base salary and target annual bonus), (ii) partially subsidized COBRA premiums for the 12-month period following termination, and (iii) any earned but unpaid annual bonus for the year prior to the year of termination payable at the time bonuses are paid to other executives.

This summary of the Beckles Letter Agreement and Beckles Severance Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the text of the Beckles Letter Agreement and Beckles Severance Agreement filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K, which are incorporated herein by reference.

Ms. Beckles has also entered into the Company’s employment, confidential information, and invention assignment agreement, which includes customary confidentiality, non-disclosure, employee non-solicitation and invention assignment covenants, the Company’s mutual arbitration agreement, and the Company’s director and officer indemnification agreement.

Quincy B. Troupe as Chief Operating Officer

Mr. Troupe has served as a member of our Board since the completion of our initial public offering in July 2021. Mr. Troupe has served as Senior Vice President of Supply Chain at The Boston Beer Company (“Boston Beer”), a beer brewery, from January 2016 to April 1, 2022. At Boston Beer, he led a multi-year capacity and capability expansion program that enabled Boston Beer to more than double in size and become one of the fastest growing beverage companies in the world, and he contributed to the significant annual savings to help fuel Boston Beer’s continued growth. Mr. Troupe is a 25-year veteran of the consumer packaged goods, food and beverage industry, and has served in a variety of roles including in manufacturing, engineering, supply chain strategy and planning, human resources and enterprise shared services. From 2010 to 2015, he served as Vice President of Supply Chain and subsequently, Vice President of Manufacturing and Supply Chain Strategy, for the Pepperidge Farm brand at Campbell Soup Company, a packaged food company. Prior to Campbell Soup, from 1997 to 2010, Mr. Troupe served in various roles at Mars, Incorporated, a packaged food company, including most recently as Director of Mars Chocolate Innovation and Operating Systems. From 1994 to 1997, Mr. Troupe served as Shift Site Manager and subsequently, Process and Packaging Area Manager, at Abbott Laboratories, a medical device company. Mr. Troupe earned a Bachelor of Science in Mechanical Engineering from the State University of New York at Stony Brook and completed the Executive General Management Program at the Harvard Business School.

There are no family relationships between Mr. Troupe and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Description of Agreements with Mr. Troupe

In connection with his appointment, the Company and Mr. Troupe entered into a Letter Agreement (the “Troupe Letter Agreement”), which sets forth the terms of Mr. Troupe’s employment with the Company as Chief Operating Officer, effective as of the Troupe Start Date. The Troupe Letter Agreement provides for (i) an annual base salary of $385,000, (ii) a target annual bonus equal to 75% of base salary, pro-rated for 2022, and (iii) a $100,000 sign-on bonus, payable one-half within 30 days of his start date and one-half after six months’ employment and subject to repayment in the event Mr. Troupe voluntarily resigns or is terminated for cause within the first 12 months of employment. In addition, Mr. Troupe is eligible to receive a target long-term incentive award of $650,000, subject to approval by the Board or the Compensation Committee of the Board, which will consist 50% of options and 50% of time-vested restricted stock units that each vest in four equal annual installments.

In addition, Mr. Troupe entered into the Company’s standard severance agreement (the “Troupe Severance Agreement”). The Troupe Severance Agreement provides for the same severance benefits described above with respect to the Beckles Severance Agreement.

This summary of the Troupe Letter Agreement and Troupe Severance Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the text of the Troupe Letter Agreement and Troupe Severance Agreement filed as Exhibits 10.3 and 10.4 to this Current Report on Form 8-K, which are incorporated herein by reference.

Mr. Troupe has also entered into the Company’s employment, confidential information, and invention assignment agreement, which includes customary confidentiality, non-disclosure, employee non-solicitation and invention assignment covenants, and the Company’s mutual arbitration agreement.

Further information about Ms. Beckles and Mr. Troupe and their appointments as Chief Financial Officer and Chief Operating Officer, respectively, are included in the Company’s press release issued on April 25, 2022, which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.


(d) Exhibits.

Exhibit 10.1		Letter Agreement between the Company and Denise D. Beckles

Exhibit 10.2		Severance Agreement between the Company and Denise D. Beckles

Exhibit 10.3		Letter Agreement between the Company and Quincy B. Troupe

Exhibit 10.4		Severance Agreement between the Company and Quincy B. Troupe

Exhibit 99.1		Zevia PBC Press Release dated April 25, 2022

Exhibit 104		Cover Page Interactive Data file (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Exhibit 10.1

LOGO

March 11, 2022

Denise D. Beckles

Re: Offer of Employment by Zevia PBC

Dear Denise,

I am very pleased to confirm our offer to you of employment with Zevia PBC (the “Company”). Your estimated start date will be May 1, 2022 or such other day as is mutually agreed upon. This offer and your employment relationship will be subject to the terms and conditions in this letter. The Company reserves the right to modify job titles, reporting structures, wages and benefits from time to time as it deems necessary and appropriate.

You will report to the Chief Executive Officer. Your job title will be Chief Financial Officer.

As a regular full-time employee, you will be paid on a semi-monthly basis at an annual rate of $400,000 less payroll deductions and all required withholdings. The position is classified as exempt from the overtime provisions of state and federal law, which means you will not be paid overtime compensation. Your position will be subject to job performance reviews.

•

In addition to your base pay, you will be entitled to receive a $250,000 cash sign-on bonus payable in two equal installments of 50% on within 30-days from hire date, and 50% at 6-months from hire date, less payroll deductions and all required withholdings, in the payroll period following your completion of six months of continued employment with the Company. The bonus will be subject to applicable supplemental taxation at the federal and/or state levels(s) and will be subject to repayment in full in the event that you voluntarily resign your employment or are terminated for Cause (as defined in the Severance Agreement) within your first 12 months of employment.

•

You will also be eligible to receive an allowance of $100,000, grossed up for taxes, for moving expenses at the time of your relocation to California. The allowance will be paid via payroll on your first payroll check after relocation. The 2017 federal tax reform law suspended the previous income exclusion and reimbursements for an employee’s moving expenses that are incurred between January 1, 2018, through December 31, 2025, are taxable to the employee through December 31, 2025

You will also be eligible to earn discretionary merit-based compensation and the Company reserves the right to modify its plan for such potential additional compensation as circumstances change. Subject to you continuing employment with the Company through the bonus earning date, you will be eligible to earn a bonus upon your achieving certain milestones that will be determined by the Company’s Board of Directors. Your current merit-based compensation has an annual target of 75% of your annual salary (subject to a pro-rata amount based on hired date).

15821 Ventura Boulevard, Suite 145

Encino, California 91436

V40012019

LOGO

Subject to the approval of the Company’s Compensation Committee of the Board of Directors, you will be eligible to receive an annual long-term incentive (LTI) program award valued at $850,000 per year, consisting of 50% stock options and 50% time-vested restricted stock units (RSUs) under the Zevia PBC 2021 Equity Incentive Plan the (“Plan”) with vesting to occur in one-fourth installments on each of the first four anniversaries of the grant date as long as you are continuously employed by the Company through each anniversary date. You acknowledge that the LTI program and award amount will be formally approved by the Company’s Compensation Committee of the Board of Directors on or before the end of the Company’s first quarter of fiscal year 2022.

We are pleased to share that your benefit details, vacation, sick/personal days, and Company paid holidays will be reviewed during your onboarding process, as well as included in the Employee Handbook referenced in this offer letter. You will have the opportunity to review the plans in detail, along with having access to your benefit information via your employee online portal. Benefits and perks are subject to change during open enrollment, and as deemed appropriate by the Company, at any time.

Because we are dealing with inventions and proprietary information, we must take care that our employees do not have any unusual incidents in their past which might adversely affect our brand’s reputation and our consumer’s trust in us. This offer is contingent upon the satisfactory completion of a criminal background, credit, driving record, and professional reference checks. The Company reserves the right to withdraw this offer based upon the results of the background and/or professional reference checks.

As an employee of the Company, you will have access to certain confidential information of the Company and you may, during the course of your employment, develop certain information or inventions which will be the property of the Company. To protect the interests of the Company, you will need to sign the Company’s Confidential Information, Invention Assignment and Arbitration Agreement, as a condition of your employment. We wish to impress upon you that we do not want you, and we hereby direct you not to bring with you any confidential or proprietary material of any former employer or to violate any other obligations you may have with any former employer. During the period that you render services to the Company, you agree to not engage in any employment, business or activity that is in any way competitive with the business or proposed business of the Company. You will disclose to the Company in writing any other gainful employment, business or activity that you are currently associated with or participate in that competes with the Company. You will not assist any other person or organization in competing with the Company or in preparing to engage in competition with the business or proposed business of the Company. You represent that your signing of this offer letter, agreement(s) beforementioned, if any, under the Plan and your commencement of employment with the Company will not violate any agreement currently in place between yourself and current or past employers.

15821 Ventura Boulevard, Suite 145

Encino, California 91436

V40012019

LOGO

While we look forward to a long and profitable relationship, should you decide to accept our offer, you will be an at-will employee of the Company, which means the employment relationship can be terminated by either of us for any reason, at any time, with or without notice. No promises, assurances, or other conduct, whether written or oral, can modify this paragraph unless set forth in a written agreement signed by you and the CEO of Zevia. Further, your participation in any stock option or benefit program is not to be regarded as assuring you of continuing employment for any particular period of time.

Please note that because of employer regulations adopted in the Immigration Reform and Control Act of 1986, within three (3) business days of starting your new position you will need to present documentation demonstrating that you have authorization to work in the United States. If you have questions about this requirement, which applies to U.S. citizens and non-U.S. citizens alike, you may contact our office and speak with our SVP, People.

10.

This offer will remain open until March 11, 2022 at 1700 hours PST. If you decide to accept our offer, and I hope you will, please sign this letter in the space indicated. Your signature will acknowledge that you have read and understood and agreed to the terms and conditions of this offer letter and the attached documents. Should you have anything else that you wish to discuss, please do not hesitate to call me.

11.

As a Zevia employee, you are required to follow its rules and regulations. Therefore, you will be asked to acknowledge in writing that you have read the Zevia employee handbook, accessible through Zevia’s HR department and public network. In order to retain necessary flexibility in the administration of its policies and procedures, Zevia reserves the right to change or revise its policies, procedures, and benefits at any time.

12.

You and the Company agree to submit to mandatory and exclusive binding arbitration any controversy or claim arising out of, or relating to, this Agreement or any breach hereof or your employment relationship, provided, however, that the parties retain their right to, and shall not be prohibited, limited or in any other way restricted from, seeking or obtaining equitable relief from a court having jurisdiction over the parties. Such arbitration shall take place in Los Angeles County, California, as set forth in the Confidential Information, Invention Assignment and Arbitration Agreement, or to be entered, into by and between you and the Company.

13.

This offer letter, the background check authorizations, the agreements referred to above constitute the entire agreement between you and the Company regarding the terms and conditions of your employment, and they supersede all prior negotiations, representations or agreements between you and the Company. The provisions of this offer letter regarding “at will” employment and arbitration may only be modified by a document signed by you and the CEO of the Company.

15821 Ventura Boulevard, Suite 145

Encino, California 91436

V40012019

LOGO

We look forward to working with you at the Company. We are very excited about you joining our team, and we look forward to a beneficial and fruitful relationship. Please sign and date this letter on the spaces provided below to acknowledge your acceptance of the terms of this offer letter.

Very truly yours,

/s/ Paddy Spence

Paddy Spence

CEO

I have read and understood this offer letter and hereby acknowledge, accept and agree to the terms set forth above and further acknowledge that no other commitments were made to me as part of my employment offer except as specifically set forth herein.


DENISE D. BECKLES

/s/ DENISE D. BECKLES	Date signed:	3/11/2022

Enclosures:
Confidential and Arbitration Agreements

15821 Ventura Boulevard, Suite 145

Encino, California 91436

V40012019

Exhibit 10.2

SEVERANCE AGREEMENT

This SEVERANCE AGREEMENT (this “Agreement”) is entered into as of May 1, 2022 (the “Effective Date”), by and between Zevia PBC, a Delaware public benefit corporation (the “Company”), and Denise D. Beckles (“Executive”).

1. At-Will Employment. Executive acknowledges and agrees that Executive’s employment relationship with the Company is at will. This Agreement does not in any way alter Executive’s at-will status or limit the Company’s or Executive’s right to terminate Executive’s employment with the Company at any time, with or without Cause or advance notice.

2. Definitions.

(a) “Affiliate” means (i) all persons or entities directly or indirectly controlling, controlled by or under common control with the Company, (ii) all entities in which the Company directly or indirectly owns an equity interest; and (iii) all predecessors, successors and assigns of those Affiliates identified in (i) and (ii).

(b) “Arbitration Agreement” means that certain Mutual Arbitration Agreement between Executive and the Company.

(d) “Cause” means (i) Executive’s failure to materially perform Executive’s duties and responsibilities to the Company and the Affiliates (other than any such failure resulting from incapacity due to physical or mental illness), other than any failure which is capable of cure and is cured by Executive within 15 days following Executive’s receipt of notice from the Company; (ii) Executive’s failure to comply with any valid and legal directive of the Chief Executive Officer of the Company, Executive’s supervisor or the Board; (iii) Executive’s engagement in conduct, which is, or could reasonably be expected to be, materially injurious to the Company or the Affiliates; (iv) Executive’s embezzlement, misappropriation or fraud, whether or not related to Executive’s employment with the Company; (v) Executive’s conviction of or plea of guilty or nolo contendere to a felony (or state law equivalent); or (vi) Executive’s material breach of this Agreement, the Confidentiality Agreement, or any other written agreement between the Company and Executive or any of the Company’s material policies, including its code of conduct.

(e) “Change in Control” has the meaning set forth in the Zevia PBC 2021 Equity Incentive Plan or any successor equity incentive plan.

(f) “CIC Protection Period” means the 18-month period beginning on the consummation of a Change in Control.

(g) “Confidentiality Agreement” means that certain Employment, Confidential Information, and Invention Assignment Agreement between Executive and the Company.

(h) “Disability” means Executive is unable to perform each of the essential duties of Executive’s position by reason of a medically determinable physical or mental impairment which

is potentially permanent in character or which can be expected to last for a continuous period of not less than 12 months. A determination of Disability shall be made by the Board on the basis of such medical evidence as the Board deems warranted under the circumstances, and in this respect, Executive shall submit to an examination by a physician upon request by the Board.

(i) “Good Reason” means the occurrence of any one or more of the following: (i) a material diminution in Executive’s annual base salary or target annual bonus; (ii) a material diminution in Executive’s authority, duties or responsibilities with the Company or an Affiliate; or (iii) a required relocation of Executive’s principal place of employment by more than 50 miles; provided, however, that any assertation by Executive of Good Reason shall not be effective unless (A) Executive provides written notice to the Company of the existence of one or more of the foregoing conditions within 30 days after the initial occurrence of such conditions; (B) the condition(s) specified in such notice must remain uncorrected for 30 days following the

Company’s receipt of such notice; and (C) the date of the termination of Executive’s employment must occur within 90 days after the initial occurrence of the condition(s) specified in such notice.

(j) “Qualifying Termination” means a termination of Executive’s employment with the Company by the Company without Cause (other than by reason of death or Disability) or by Executive for Good Reason.

(k) “Termination Date” means the date of Executive’s termination of employment with the Company.

3. Effect of Termination.

(a) Accrued Obligations. Upon any termination of Executive’s employment with the Company, Executive shall be entitled to receive:

(i) Executive’s base salary accrued through the Termination Date, payable as soon as practicable following the date of such termination or as otherwise required by applicable law;

(ii) Executive’s accrued but unused vacation as of the Termination Date, payable as soon as practicable following the date of such termination or as otherwise required by applicable law or Company policy;

(iii) employee benefits, if any, as to which Executive may be entitled under the employee benefit plans of the Company, which shall be paid in accordance with the terms of the applicable plans (the amounts described in clauses (A) through (C) hereof, the “Accrued Obligations”).

(b) Qualifying Termination. Upon a Qualifying Termination that does not occur during a CIC Protection Period, subject to Executive’s execution and non-revocation of a release of claims, in the form provided by the Company (the “Release”), within the time period specified therein and Executive’s continued compliance with the provisions of the Confidentiality Agreement and Sections 4, 5, 6 and 8(k) Executive shall be entitled to receive:

(i) aggregate severance payments in an amount equal to the Executive’s annual base salary at the rate in effect on the Termination Date (and prior to any reduction that constitutes Good Reason), payable in equal installments in accordance with the Company’s normal payroll practices for the 12 months following the date the Release becomes effective and irrevocable; provided, that if the period during which the Release could become effective and irrevocable spans two calendar years, payments of such installments shall not commence until the first normal payroll date in the second calendar year;

(ii) subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and subject to Executive’s copayment of premium amounts at the active employees’ rate, reimbursement for the amount of the remainder of the premiums for Executive’s and his or her covered dependents’ participation in the Company’s group health plans pursuant to COBRA for a period ending on the earliest of (A) the first anniversary of the Termination Date, (B) Executive becoming eligible for other employer-sponsored group health benefits or Medicare, and (C) the expiration of Executive’s rights under COBRA; provided, however, that in the event that the benefits provided herein would subject the Company or any of the Affiliates to any tax or penalty under the Patient Protection and Affordable Care Act (the “PPACA”) or Section 105(h) of the Internal Revenue Code of 1986 (the “Code”), Executive and the Company agree to work together in good faith to restructure the foregoing benefit; and

(iii) any earned but unpaid annual bonus for the fiscal year preceding the fiscal year in which the Termination Date occurs, payable on the date when bonuses for such fiscal year are otherwise paid to the Company’s executives for such fiscal year.

Following Executive’s Qualifying Termination that does not occur during a CIC Protection Period, except as set forth in this Section 3(b), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

(c) Qualifying Termination during CIC Protection Period. Upon a Qualifying Termination that occurs during a CIC Protection Period, subject to Executive’s execution and non-revocation of a Release within the time period specified therein and Executive’s continued compliance with the provisions of the Confidentiality Agreement and Sections 4, 5, 6 and 8(k) Executive shall be entitled to receive:

(i) a lump sum severance payment in an amount equal to the sum of (A) Executive’s annual base salary at the rate in effect on the Termination Date (and prior to any reduction that constitutes Good Reason) and (B) Executive’s target annual bonus for the year in which the Termination Date occurs, payable within 60 days following the date the Release becomes effective and irrevocable; provided, that if the period during which the Release could become effective and irrevocable spans two calendar years, payment shall occur in the second calendar year;

(ii) subject to Executive’s timely election of continuation coverage under COBRA, and subject to Executive’s copayment of premium amounts at the active employees’ rate, reimbursement for the amount of the remainder of the premiums for Executive’s and his or her covered dependents’ participation in the Company’s group health plans pursuant to COBRA for a

period ending on the earliest of (A) the first anniversary of the Termination Date, (B) Executive becoming eligible for other employer-sponsored group health benefits or Medicare, and (C) the expiration of Executive’s rights under COBRA; provided, however, that in the event that the benefits provided herein would subject the Company or any Affiliate to any tax or penalty under the PPACA or Section 105(h) of the Code, Executive and the Company agree to work together in good faith to restructure the foregoing benefit; and

Following Executive’s Qualifying Termination that occurs during a CIC Protection Period, except as set forth in this Section 3(c), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

(d) Other Terminations. Upon a termination of Executive’s employment that is not described in Section 3(b) or Section 3(c), except for the Accrued Obligations, Executive shall have no further rights to any compensation or any other benefits under this Agreement.

(e) Termination and Offices Held. Upon termination of Executive’s employment for any reason, Executive shall be deemed to have resigned from all positions that Executive may then hold as an employee, officer or director of the Company or any Affiliate. Executive shall promptly deliver to the Company any additional documents reasonably required by the Company to confirm such resignations.

4. Confidential Information.

(a) During the course of Executive’s employment with the Company, Executive will be given access to and receive Company Confidential Information (as defined in the Confidentiality Agreement) regarding the business of the Company and the Affiliates. Executive agrees that the Company Confidential Information constitutes a protectable business interest of the Company and the Affiliates and covenants and agrees that at all times during Executive’s employment with the Company, and at all times following Executive’s termination for any reason, Executive will not, directly or indirectly, disclose any Company Confidential Information other than in the proper performance of Executive’s duties.

(b) Notwithstanding the foregoing, nothing in this Agreement shall prohibit or restrict Executive from lawfully: (i) initiating communications directly with, cooperating with, providing information to, causing information to be provided to, or otherwise assisting in an investigation by, any governmental authority regarding a possible violation of any law; (ii) responding to any inquiry or legal process directed to Executive from any such governmental authority; (iii) testifying, participating or otherwise assisting in any action or proceeding by any such governmental authority relating to a possible violation of law; or (iv) making any other disclosures that are protected under the whistleblower provisions of any applicable law. Additionally, pursuant to the federal Defend Trade Secrets Act of 2016, an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (A) is made (1) in confidence to a federal, state or local government official, either directly or

indirectly, or to an attorney and (2) solely for the purpose of reporting or investigating a suspected violation of law; (B) is made to the individual’s attorney in relation to a lawsuit for retaliation against the individual for reporting a suspected violation of law; or (C) is made in a complaint or other document filed in a lawsuit or proceeding, if such filing is made under seal. Nothing in this Agreement requires Executive to obtain prior authorization before engaging in any conduct described in this paragraph, or to notify the Company that Executive has engaged in any such conduct.

5. Non-Disparagement. Executive shall not, while employed by the Company or at any time thereafter, disparage the Company (or any Affiliate) in any way that materially and adversely affects the goodwill, reputation or business relationships of the Company or the Affiliate with the public generally, or with any of its customers, vendors or employees. Executive shall not make comments to the media, including through social media, or otherwise regarding Executive’s employment with the Company or the circumstances regarding the termination thereof without the prior written consent of the Board. Notwithstanding the foregoing, this Section 5 shall not prohibit Executive from rebutting claims or statements made by any other person. Nothing in this Agreement prevents Executive from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Executive has reason to believe is unlawful.

6. Non-Competition; Non-Solicitation.

(a) Executive acknowledges that the Company has spent significant time, effort and resources protecting its Company Confidential Information and customer goodwill. Executive further acknowledges that the Company Confidential Information is of significant competitive value to the Company in the supermarket and grocery industry in which it competes, and that the use or disclosure, even if inadvertent, of such Company Confidential Information for the benefit of a competitor would cause significant damage to the legitimate business interests of the Company. Accordingly, in order to protect the legitimate business and customer goodwill interests of the Company, to protect that Company Confidential Information against inappropriate use or disclosure, and in consideration for Executive’s employment and the benefits provided to Executive herein, Executive agrees that:

(i) During the Restricted Period (as defined below) the Executive shall not, directly or indirectly (including as an employee, officer, director, owner, consultant, manager, or independent contractor), other than in connection with his employment by the Company, engage in the Business (as defined below) in any country in which the Company or an Affiliate is engaged in the Business at the time of Executive’s separation as an employee of the Company. The Restricted Period shall be extended for a period equal to any time period that the Executive is in violation of this Section 6(a)(i).

(ii) Without the prior written consent of the Company, during the Restricted Period, Executive shall not, directly or indirectly, solicit, recruit or hire any person who is as of the date of his termination (or was within 12 months prior to the date of his termination) an employee of the Company or an Affiliate; provided, however, that the foregoing provision shall not prohibit solicitations made by Executive to the general public, including through a general public posting site or forum.

(iii) Without the prior written consent of the Company, during the Restricted Period, Executive shall not directly or indirectly (A) solicit or encourage any client, customer, bona fide prospective client or customer, supplier, licensee, licensor, landlord or other business relation of the Company or any Affiliate with whom Executive had material personal dealings in the 12-month period immediately preceding his termination (each a “Business Contact”) to terminate or diminish its relationship with them; or (B) seek to persuade any such Business Contact to conduct with anyone else any business or activity conducted or, to Executive’s knowledge, under consideration by the Company or any Affiliate as of the date of his termination that such Business Contact conducts or could conduct with the Company or any Affiliate.

(b) Nothing contained in this Section 6 shall be construed to prevent Executive from (i) investing in the equity of any competing entity listed on a national securities exchange or traded in the over-the-counter market, but only if Executive is not involved directly or indirectly in the management of said entity and if the Executive and the Executive’s associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the date hereof), collectively, do not own more than an aggregate of 5% of the equity of such entity, or (ii) indirectly owning securities through ownership of shares of a registered investment company or mutual fund.

(c) If a court of competent jurisdiction determines that any portion of this Section 6 is invalid or unenforceable, the remainder of this Section 6 shall be given full effect without regard to the invalid provision. If any court of final and non-appealable judgment construes any of the provisions of this Section 6, or any part thereof, to be unreasonable because of the duration, geographic location, or scope of such provision, such provision shall be deemed to be amended to cover the maximum duration, geographic location, and scope not so determined to be unreasonable.

(d) As used herein:

(i) “Business” means the sale of non-alcoholic liquid refreshment beverages.

(ii) “Restricted Period” means during Executive’s employment with the Company and the 12-month period following the Termination Date.

7. Breach.

(a) Executive acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the provisions of Sections 4, 5 and 6(a)(ii) would be inadequate and the Company would suffer irreparable damages as a result of such breach or threatened breach. In recognition of this fact, Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond, shall be entitled to cease making any payments or providing any benefit otherwise required by this Agreement and obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available.

(b) If, during the Restricted Period, Executive breaches his or her obligations under Sections 4, 5 or 6, the Company shall have the right to cease payments under Section 3(b) and

3(c), and Executive shall promptly return to the Company any payments received pursuant to Section 3(b) or 3(c). Executive acknowledges that Sections 6(a)(i) and 6(a)(iii) are not intended to and do not prohibit the conduct described therein, but this Section 7(b) provides for the forfeiture of the right to receive the severance payments and benefits under Sections 3(b) and 3(c) should Executive choose to violate such Sections during the Restricted Period.

8. Miscellaneous.

(a) Arbitration. For the avoidance of doubt, the arbitration provisions of the Arbitration Agreement shall apply to any dispute concerning Executive’s employment with the Company or arising under or in any way related to this Agreement.

(b) Governing Law; Consent to Personal Jurisdiction. THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD FOR CONFLICTS OF LAWS PRINCIPLES. SUBJECT TO THE ARBITRATION PROVISION IN THE ARBITRATION AGREEMENT, EXECUTIVE HEREBY EXPRESSLY CONSENTS TO THE PERSONAL JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN CALIFORNIA FOR ANY LAWSUIT FILED THERE AGAINST EXECUTIVE BY THE COMPANY CONCERNING EXECUTIVE’S EMPLOYMENT OR THE TERMINATION OF EXECUTIVE’S EMPLOYMENT OR ARISING FROM OR RELATING TO THIS AGREEMENT.

(c) Entire Agreement/Amendments. This Agreement, the Confidentiality Agreement and the Arbitration Agreement contain the entire understanding of the parties with respect to the matters set forth herein; provided, however, that the covenants set forth in Sections 4, 5 and 6 shall be in addition to, and not in lieu of, any other confidentiality, non-disparagement, non-solicitation or non-competition covenants between Executive and the Company or any Affiliate, including under the Confidentiality Agreement. There are no restrictions, agreements, promises, warranties, covenants or undertakings between the parties with respect to the subject matter herein other than those expressly set forth herein or as may be set forth from time to time in the Company’s employee benefit plans and policies applicable to Executive. For the avoidance of doubt, this Agreement supersedes and replaces any severance entitlements set forth in any other agreement between the Company and Executive, including any individual employment agreement or offer letter. This Agreement may not be altered, modified, or amended except by written instrument signed by the parties hereto. In the event of any inconsistency between this Agreement and any other plan, program, practice or agreement of which Executive is a participant or a party, this Agreement shall control unless such other plan, program, practice or agreement specifically refers to the provisions of this sentence.

(d) No Waiver. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver of such party’s rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

(e) Severability. In the event that any one or more of the provisions of this Agreement shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected thereby.

(f) Assignment. This Agreement, and all of Executive’s rights and duties hereunder, shall not be assignable or delegable by Executive. Any purported assignment or delegation by Executive in violation of the foregoing shall be null and void ab initio and of no force and effect. This Agreement may be assigned by the Company to a person or entity which is an Affiliate or a successor in interest to substantially all of the business operations of the Company. Upon such assignment, the rights and obligations of the Company hereunder shall become the rights and obligations of such Affiliate or successor person or entity.

(g) Counterclaim; No Mitigation. The Company’s obligation to pay Executive the amounts provided and to make the arrangements provided hereunder shall be subject to counterclaim and to seek recoupment of amounts owed by Executive to the Company or the Affiliates. Executive shall not be required to mitigate the amount of any payment provided for pursuant to this Agreement by seeking other employment, and such payments shall not be reduced by any compensation or benefits received from any subsequent employer or other endeavor.

(h) Compliance with Code Section 409A. Notwithstanding anything herein to the contrary, (i) if on the Termination Date Executive is a “specified employee” as defined in Section 409A of the Code and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six months following Executive’s termination of employment with the Company or Executive’s earlier death (or the earliest date as is permitted under Section 409A of the Code) and (ii) if any other payments of money or other benefits due to Executive hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Board, that does not cause such an accelerated or additional tax. For purposes of Section 409A of the Code, each payment made under this Agreement shall be designated as a “separate payment” within the meaning of the Section 409A of the Code, and references herein to Executive’s “termination of employment” shall refer to Executive’s separation from service with the Company within the meaning of Section 409A. To the extent any reimbursements or in-kind benefits due to Executive under this Agreement constitute “deferred compensation” under Section 409A of the Code, any such reimbursements or in-kind benefits shall be paid to Executive in a manner consistent with Treas. Reg. Section 1.409A-3(i)(1)(iv). The Company shall consult with Executive in good faith regarding the implementation of the provisions of this Section 8(h); provided that neither the Company nor any of its employees or representatives shall have any liability to Executive with respect to thereto or any tax imposed under Section 409A.

(i) Successors; Binding Agreement. This Agreement shall inure to the benefit of and be binding upon personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. In the event of Executive’s death prior to receipt of all amounts payable to Executive (including any unpaid amounts due under Section 3), such amounts shall be paid to Executive’s beneficiary designated in a Notice provided to and accepted by the Company or, in the absence of such designation, to Executive’s estate.

(j) Notice. For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand or overnight courier or three postal delivery days after it has been mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below in this Agreement, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that Notice of change of address shall be effective only upon receipt (each such communication, “Notice”).

If to the Company, addressed to:

Zevia PBC

Attn: General Counsel

15821 Ventura Blvd., Suite 145

Encino, CA 91436

If to Executive, to the address listed in the Company’s payroll records from time to time.

(k) Cooperation. Executive shall provide Executive’s reasonable cooperation in connection with any investigation, action or proceeding (or any appeal from any action or proceeding) which relates to events occurring during Executive’s employment hereunder, provided, that, following termination of Executive’s employment, the Company shall pay all reasonable expenses incurred by Executive in providing such cooperation. This provision shall survive any termination of this Agreement.

(l) Withholding Taxes. The Company may withhold from any amounts payable under this Agreement such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

(m) Interpretation. Titles and headings to Sections hereof are for the purpose of reference only and shall in no way limit, define or otherwise affect the provisions hereof. Unless the context requires otherwise, all references to laws, regulations, contracts, agreements and instruments refer to such laws, regulations, contracts, agreements and instruments as they may be amended from time to time, and references to particular provisions of laws or regulations include a reference to the corresponding provisions of any succeeding law or regulation. All references to “dollars” or “$” in this Agreement refer to United States dollars. The word “or” is not exclusive. The words “herein”, “hereof”, “hereunder” and other compounds of the word “here” shall refer to the entire Agreement, including all Exhibits attached hereto, and not to any particular provision hereof. Wherever the context so requires, the masculine gender includes the feminine or neuter, and the singular number includes the plural and conversely. All references to “including” shall be construed as meaning “including without limitation.” Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against any party hereto, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by each of the parties hereto and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of the parties hereto.

(n) Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

[Signature Page Follows this Page]

IN WITNESS WHEREOF, the parties hereto have duly executed this Severance Agreement as of the Effective Date.


ZEVIA PBC

		/s/ Lorna R. Simms
Name:		Lorna R. Simms
Title:		Senior Vice President, General Counsel and Corporate Secretary

EXECUTIVE

		/s/ Denise D. Beckles
Name:		Denise D. Beckles

SIGNATURE PAGE TO

SEVERANCE AGREEMENT

Exhibit 10.3

LOGO

March 18, 2022

Quincy Troupe

Re: Offer of Employment by Zevia PBC

Dear Quincy,

I am very pleased to confirm our offer to you of employment with Zevia PBC (the “Company”). Your estimated start date will be June 13, 2022 or such other day as is mutually agreed upon. This offer and your employment relationship will be subject to the terms and conditions in this letter. The Company reserves the right to modify job titles, reporting structures, wages and benefits from time to time as it deems necessary and appropriate.

You will report to the President. Your job title will be Chief Operating Officer.

As a regular full-time employee, you will be paid on a semi-monthly basis at an annual rate of $385,000 less payroll deductions and all required withholdings. The position is classified as exempt from the overtime provisions of state and federal law, which means you will not be paid overtime compensation. Your position will be subject to job performance reviews.

•

In addition to your base pay, you will be entitled to receive a $100,000 cash sign-on bonus payable in two equal installments of 50% on within 30-days from hire date, and 50% at 6-months from hire date, less payroll deductions and all required withholdings, in the payroll period following your completion of six months of continued employment with the Company. The bonus will be subject to applicable supplemental taxation at the federal and/or state levels(s) and will be subject to repayment in full in the event that you voluntarily resign your employment or are terminated for Cause (as defined in the Severance Agreement) within your first 12 months of employment.

15821 Ventura Boulevard, Suite 145

Encino, California 91436

V40012019

LOGO

long as you are continuously employed by the Company through each anniversary date. You acknowledge that the LTI program and award amount will be formally approved by the Company’s Compensation Committee of the Board of Directors on or before the end of the Company’s first quarter of fiscal year 2022.

15821 Ventura Boulevard, Suite 145

Encino, California 91436

V40012019

LOGO

10.

This offer will remain open until March 25, 2022 at 1700 hours PST. If you decide to accept our offer, and I hope you will, please sign this letter in the space indicated. Your signature will acknowledge that you have read and understood and agreed to the terms and conditions of this offer letter and the attached documents. Should you have anything else that you wish to discuss, please do not hesitate to call me.

11.

12.

13.

Very truly yours,

15821 Ventura Boulevard, Suite 145

Encino, California 91436

V40012019

LOGO

/s/ Amy Taylor

Amy Taylor

President


QUINCY TROUPE

/s/ QUINCY TROUPE	Date signed:	3/22/2022

Enclosures:
Confidential and Arbitration Agreements

15821 Ventura Boulevard, Suite 145

Encino, California 91436

V40012019

Exhibit 10.4

SEVERANCE AGREEMENT

This SEVERANCE AGREEMENT (this “Agreement”) is entered into as of June 13, 2022 (the “Effective Date”), by and between Zevia PBC, a Delaware public benefit corporation (the “Company”), and Quincy Troupe (“Executive”).

2. Definitions.

(b) “Arbitration Agreement” means that certain Mutual Arbitration Agreement between Executive and the Company.

(e) “Change in Control” has the meaning set forth in the Zevia PBC 2021 Equity Incentive Plan or any successor equity incentive plan.

(f) “CIC Protection Period” means the 18-month period beginning on the consummation of a Change in Control.

(g) “Confidentiality Agreement” means that certain Employment, Confidential Information, and Invention Assignment Agreement between Executive and the Company.

(h) “Disability” means Executive is unable to perform each of the essential duties of Executive’s position by reason of a medically determinable physical or mental impairment which

(k) “Termination Date” means the date of Executive’s termination of employment with the Company.

3. Effect of Termination.

(a) Accrued Obligations. Upon any termination of Executive’s employment with the Company, Executive shall be entitled to receive:

(i) Executive’s base salary accrued through the Termination Date, payable as soon as practicable following the date of such termination or as otherwise required by applicable law;

4. Confidential Information.

6. Non-Competition; Non-Solicitation.

Executive herein, Executive agrees that:

(d) As used herein:

(i) “Business” means the sale of non-alcoholic liquid refreshment beverages.

(ii) “Restricted Period” means during Executive’s employment with the Company and the 12-month period following the Termination Date.

7. Breach.

(b) If, during the Restricted Period, Executive breaches his or her obligations under Sections 4, 5 or 6, the Company shall have the right to cease payments under Section 3(b) and

8. Miscellaneous.

If to the Company, addressed to:

Zevia PBC

Attn: General Counsel

15821 Ventura Blvd., Suite 145

Encino, CA 91436

If to Executive, to the address listed in the Company’s payroll records from time to time.

(n) Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

[Signature Page Follows this Page]

IN WITNESS WHEREOF, the parties hereto have duly executed this Severance Agreement as of the Effective Date.


ZEVIA PBC

/s/ Lorna R. Simms
Name:		Lorna R. Simms
Title:		Senior Vice President, General Counsel and
		Corporate Secretary

EXECUTIVE

/s/ Quincy Troupe
Name: Quincy Troupe

SIGNATURE PAGE TO

SEVERANCE AGREEMENT

Exhibit 99.1

Zevia Announces Leadership Transitions with Appointments

of New Chief Financial Officer and Chief Operating Officer

Denise Beckles Appointed Chief Financial Officer

Quincy Troupe Appointed Chief Operating Officer

LOS ANGELES, Calif., April 25, 2022 – Zevia PBC (“Zevia” or “the Company”) (NYSE: ZVIA), the company disrupting the liquid refreshment beverage industry with great tasting, zero sugar beverages made with simple, plant-based ingredients, today announced the appointments of Denise Beckles as Chief Financial Officer and Quincy Troupe as Chief Operating Officer, effective May 3, 2022, and June 13, 2022, respectively. Beckles brings over 25 years of finance leadership experience and will oversee the Company’s Finance organization, playing a key role in executing Zevia’s strategy to drive profitable growth and enhance shareholder value. Troupe is a 25-year veteran of the consumer-packaged goods industry and has served on Zevia’s Board of Directors since June 2021. Troupe will transition from the Board to assume the role of Chief Operating Officer, in which he will lead product innovation and information technology, and drive supply chain optimization to support growth and profitability initiatives.

“We are thrilled to welcome Denise and Quincy to Zevia’s management team, as their respective skillsets comprise deep beverage and consumer industry expertise across strategic, financial and operational functions,” said Paddy Spence, Chair and Chief Executive Officer of Zevia. “As we continue transforming the organization, their leadership will be critical to scaling our business, driving growth, profitability and value creation.”

“I am excited to join Zevia’s impressive management team as the company continues to execute its long-term growth plan. I look forward to helping the team deliver growth and accelerate profitability, while meeting increasing consumer demand for a product that tastes great with zero sugar. I am proud to contribute to a company where improving people’s lives and the environment is at the forefront of every business decision,” said Beckles.

“It has been an immense privilege to serve on Zevia’s board over the last year, and I look forward to joining the management team. I am proud to be part of a company that not only has a clear vision for growth, but also is driven by a mission to support the health of individuals and communities,” said Troupe.

Current Chief Financial Officer, Bill Beech, will step down from his role as CFO effective May 3, 2022, and from his employment, effective May 6, 2022. Current Chief Operating Officer, Hank Margolis, will step down from his role as COO effective June 13, 2022, and retire, effective June 24, 2022.

“With these appointments, we look forward to continuing to advance our mission to support the health of individuals and the communities we serve with our affordable, zero sugar beverages made with simple, plant-based ingredients,” Spence concluded. “On behalf of the Board, management team and everyone at Zevia, I want to thank Bill and Hank for their leadership and significant contributions, especially during our transition to becoming a public company.”

About Denise Beckles

Ms. Beckles has over 25 years of progressive experience in finance, strategy, and operations with a strong focus on commercial and operational excellence. Most recently, she served as Chief Financial Officer and Chief Operating Officer of Sol de Janeiro, one of the fastest-growing premium skincare brands in North America, where she was responsible for the Finance, IT, Legal, HR, Operations and Supply Chain functions. Prior to that, Ms. Beckles served as the Chief Financial Officer for Revolution Foods, partnering with the Chief Executive Officer and Executive Team to drive strong double-digit growth and sustainable profitability. Previously, she held three roles at Godiva Chocolatier, including Chief Financial Officer of North America, Chief Strategy Officer and Global Head of Financial Planning and Analysis. Ms. Beckles also spent over five years with Pernod Ricard USA where she held various senior leadership roles in finance, strategy, and business development. She earned a B.S. in accounting and finance and an MBA from Clarkson University.

About Quincy Troupe

Mr. Troupe is a 25-year veteran of the consumer-packaged goods, food and beverage industry, and has served in a variety of leadership roles in manufacturing, engineering, supply chain strategy and planning, human resources, and enterprise shared services. Most recently, he served as Senior Vice President of Supply Chain at The Boston Beer Company, where he led a multi-year capacity and capability expansion program and operational improvements that enabled Boston Beer to more than double in size and become one of the fastest growing beverage companies in the world. From 2010 to 2015, he served as Vice President of Supply Chain, and subsequently, Vice President of Manufacturing and Supply Chain Strategy, for the Pepperidge Farm brand at Campbell Soup Company. Prior to Campbell Soup, Mr. Troupe served in various roles at Mars, Incorporated, including as Director of Mars Chocolate Innovation and Operating Systems. Mr. Troupe has served as a Director on the Board for Zevia PBC since June 2021. He earned a B.S. in mechanical engineering from the State University of New York at Stony Brook.

About Zevia

Zevia PBC, a public benefit corporation designated as a “Certified B Corporation,” is focused on addressing the global health challenges resulting from excess sugar consumption by offering a broad portfolio of zero sugar, zero calorie, naturally sweetened beverages. All Zevia^® beverages are made with a handful of simple, plant-based ingredients, contain no artificial sweeteners, and are Non-GMO Project verified, gluten-free, Kosher, vegan and zero sodium. As of 2021, Zevia^® beverages are distributed in more than 31,000 retail locations in the U.S. and Canada through a diverse network of major retailers in the food, drug, mass, natural and ecommerce channels. For more information, please visit www.zevia.com.

(ZEVIA-F)

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain words such as “believe,” “anticipate,” “expect,” “estimate,” “intend,” “project,” “plan,” or words or phrases with similar meaning. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved.

Forward-looking statements are based on current expectations, forecasts and assumptions that involve risks and uncertainties that may cause our business, strategy or actual results to differ materially from the forward-looking statements. We do not intend and undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable law. Investors are referred to our filings with the SEC for additional information regarding the risks and uncertainties that may cause actual results to differ materially from those expressed in any forward-looking statement.

Contacts

Media

Annie Samuelson

Edelman

713-299-4115

Annie.Samuelson@edelman.com

Investors

Reed Anderson

ICR

646-277-1260

Reed.Anderson@icrinc.com