Abid Rizvi
About Abid Rizvi
Independent director (since November 2022), age 49, currently serves as CEO of AriZona Beverages; previously Managing Director & Head of Consumer/Retail M&A at RBC (2014–2016), Americas Head of Consumer and Head of Consumer & Retail M&A at Jefferies (2010–2014), and began his investment banking career at Merrill Lynch rising to Managing Director. He holds both an MBA and a BS from MIT and brings finance, M&A, and consumer industry operating expertise to OLLI’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RBC Capital Markets | Managing Director; Head of Consumer & Retail M&A | 2014–2016 | Led sector M&A; deep deal execution experience |
| Jefferies | Americas Head of Consumer; Head of Consumer & Retail M&A | 2010–2014 | Built and led coverage; strategic advisory |
| Merrill Lynch | Investment Banking; rose to Managing Director | Not disclosed | Extensive financing/M&A experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AriZona Beverages | Chief Executive Officer | Joined 2016; CEO since 2020 | Operating leadership in consumer beverages |
Board Governance
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee member; not a chair .
- Independence: Board determined Rizvi is independent under SEC/Nasdaq rules; Audit Committee has heightened independence requirements which he meets .
- Attendance and engagement: Each director attended at least 75% of aggregate Board/committee meetings in FY2024; Board held 4 regular and 2 special meetings; Audit, Compensation, and Nominating committees each met 4 times; independent directors met in executive session regularly .
- Board leadership: Lead Independent Director is Richard Zannino; executive sessions of independent directors are chaired by the Lead Independent Director .
- Hedging/pledging: Prohibited for all associates and directors under Insider Trading Policy .
Fixed Compensation
| Component (FY2024) | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 80,000 | Policy rate for all non‑employee directors |
| Audit Committee member retainer | 12,500 | Policy rate (raised from $10,000 in 2023) |
| Catch‑up related to 2023 increase | 1,250 | Applied to audit members for two meetings in FY2023 after increase |
| Total fees earned (reported) | 93,750 | As disclosed in director compensation table |
- Committee chair fees (not applicable to Rizvi): Audit Chair $25,000; Compensation Chair $20,000 .
- Meeting fees: Not disclosed/none indicated; compensation structured via retainers and RSUs .
- Director stock ownership guideline: 4× annual cash retainer in company equity; as of Feb 1, 2025, all non‑employee directors met or were on a satisfactory path .
Performance Compensation
| Grant | Grant Date | Security | Shares/Units | Vesting | Grant‑date Fair Value |
|---|---|---|---|---|---|
| Annual RSU (FY2024) | 2024‑04‑01 | RSUs | 1,684 | 1‑year cliff vest for directors | 125,003 |
| Annual RSU (FY2025) | 2025‑04‑01 | RSUs | 1,091 | 1‑year cliff vest for directors | Not disclosed (Form 4 award) |
- No performance metrics are tied to director equity; director RSUs are time‑based, vesting one year from grant date .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other current public company boards | None disclosed for Rizvi |
| Related‑party transactions | Company purchased ~$6.1 million from AriZona Beverages, LLC since beginning of FY2024; Audit Committee reviews and approves related person transactions ≥$120,000; any related committee member cannot participate in approval . |
RED FLAG: Vendor relationship with AriZona while Rizvi is AriZona’s CEO introduces potential conflict. Mitigating factors include a formal Related Person Transaction Policy, Audit Committee oversight, and recusal requirements for related committee members .
Expertise & Qualifications
- 20+ years in consumer investment banking with leadership of sector M&A at RBC and Jefferies; strong accounting/finance and deal execution expertise .
- Operating leadership as CEO of AriZona Beverages; experience in business and financial operations .
- Education: MBA (MIT Sloan) and BS (MIT) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (Record Date) | 4,182 shares | Less than 1% of outstanding shares (61,407,163) |
| Options held (as of Feb 1, 2025) | 0 | Per director holdings footnote |
| RSUs outstanding (as of Feb 1, 2025) | 1,684 | Per director holdings footnote |
| Ownership guideline compliance | Met or satisfactory path, per Compensation Committee assessment | Directors expected to hold 4× cash retainer; policy defines qualifying holdings |
| Hedging/pledging | Prohibited | Policy applies to directors |
Insider Trades (Form 4)
| Transaction Date | Type | Security | Quantity | Post‑Txn Ownership | SEC Filing |
|---|---|---|---|---|---|
| 2024‑03‑23 | Exempt conversion (settlement) | Common Stock | 2,156 | 2,498 | |
| 2024‑03‑23 | Exempt disposition | RSUs | −2,156 | 0 | |
| 2024‑04‑01 | Award | RSUs | 1,684 | 1,684 | |
| 2025‑04‑01 | Award | RSUs | 1,091 | 1,091 | |
| 2025‑04‑01 | Exempt conversion (settlement) | Common Stock | 1,684 | 4,182 | |
| 2025‑04‑01 | Exempt disposition | RSUs | −1,684 | 0 |
Governance Assessment
-
Strengths:
- Independent director with deep finance/M&A and operating credentials; sits on Audit and Nominating committees, supporting board effectiveness in oversight and refreshment .
- Audit Committee independence and financial expertise standards met; committee met 4× and engages independent auditors without management present, indicating robust oversight .
- Attendance thresholds met; independent directors hold regular executive sessions; presence of Lead Independent Director strengthens governance .
- Ownership alignment via stock ownership guidelines; hedging/pledging prohibited .
-
Risks/Red Flags:
- Related‑party exposure: ~$6.1 million of purchases from AriZona while Rizvi is CEO; although governed by policy and recusal, continued monitoring of pricing/terms and committee handling is warranted .
- Concentration risk: dual role at a supplier could create perceived conflicts in procurement decisions; Audit Committee oversight and disclosure mitigate but do not eliminate risk .
Director Compensation (Context)
| Metric | FY2024 |
|---|---|
| Fees earned or paid in cash ($) | 93,750 |
| Stock awards ($) | 125,003 |
| Total ($) | 218,753 |
| RSUs held (as of Feb 1, 2025) | 1,684 |
Additional context:
- Non‑employee director compensation program: $80,000 annual cash retainer; Audit Committee member $12,500; Audit Chair $25,000; Compensation member $10,000; Compensation Chair $20,000; annual RSU grant (director RSUs vest in one year) .
- All associates and directors are prohibited from hedging/pledging company stock .
Other Notes
- Board diversity and refreshment policies emphasize skill, independence, and diversity; Rizvi’s appointment in 2022 cited as part of refreshment bringing deep experience .
- Beneficial ownership table confirms Rizvi’s 4,182 shares and “<1%” ownership classification; outstanding shares at Record Date: 61,407,163 .