Business Context and Reporting Period
This Form 8-K Current Report was filed by Zevia PBC on April 24, 2022, with the earliest event reported on April 24, 2022. The filing primarily addresses significant changes in executive leadership under Item 5.02, specifically the departure of the Chief Financial Officer and Chief Operating Officer and the appointment of their successors.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. The document focuses exclusively on executive compensation agreements and personnel transitions.
Material Changes
The Company announced the following material changes to its executive team:
- Departures: William "Bill" D. Beech, Chief Financial Officer, will step down effective May 3, 2022, and depart the Company on May 6, 2022. Harry "Hank" M. Margolis, Chief Operating Officer, will step down effective June 13, 2022, and retire effective June 24, 2022.
- Appointments: Denise D. Beckles was appointed Chief Financial Officer, effective May 3, 2022. Quincy B. Troupe was appointed Chief Operating Officer, effective June 13, 2022. Mr. Troupe will step down as a Board Director upon his start date as COO.
Compensation Agreements and Management Commentary
The filing details the compensation packages for the newly appointed officers:
Denise D. Beckles (CFO)
- Base Salary: $400,000 annually.
- Target Bonus: 75% of base salary (pro-rated for 2022).
- Sign-on Bonus: $250,000 (payable in two installments; subject to clawback if terminated for cause or voluntary resignation within 12 months).
- Relocation Allowance: $100,000 (grossed up for taxes).
- Long-Term Incentives: Target award of $850,000 (50% options, 50% RSUs, vesting over four years).
- Severance: 12 months of base salary upon Qualifying Termination (or base salary plus target bonus if within 18 months of a change in control), plus COBRA subsidies and unpaid bonuses.
Quincy B. Troupe (COO)
- Base Salary: $385,000 annually.
- Target Bonus: 75% of base salary (pro-rated for 2022).
- Sign-on Bonus: $100,000 (payable in two installments; subject to clawback if terminated for cause or voluntary resignation within 12 months).
- Long-Term Incentives: Target award of $650,000 (50% options, 50% RSUs, vesting over four years).
- Severance: Same terms as the CFO agreement.
Investor Verification Checklist
- Verify the exact effective dates for the transition of duties between outgoing and incoming CFO and COO.
- Review the full text of the Letter Agreements (Exhibits 10.1 and 10.3) and Severance Agreements (Exhibits 10.2 and 10.4) for specific definitions of "Cause" and "Good Reason."
- Confirm the Board's approval status of the long-term incentive awards, as they are subject to Board or Compensation Committee approval.
- Monitor the press release (Exhibit 99.1) for additional strategic context regarding the leadership changes.