Amy Taylor
About Amy Taylor
Amy E. Taylor, 53, is Zevia’s President and Chief Executive Officer (CEO) and a director. She has served as CEO since August 2022, President since June 2021, and as a director since March 2021. Taylor previously held senior leadership roles at Red Bull North America (President & CMO; EVP & GM East; VP Marketing). She holds a B.A. from James Madison University and completed the Executive Development Program at the Wharton School. Zevia’s FY2024 results showed revenue down year over year with narrowing EBITDA and net loss; see Performance & Track Record for details.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Red Bull North America | President & Chief Marketing Officer | 2018–2020 | Led brand positioning and U.S. strategy; drove collaborations across 12 regions to deliver record growth and share |
| Red Bull North America | EVP & GM, East Business Unit | 2012–2018 | Led East unit operations and commercial execution |
| Red Bull North America | VP, Marketing | 2007–2012 | Drove U.S. marketing strategy and programs |
| Sports marketing (pre-Red Bull) | Various | Pre-2000 | Early career in sports marketing prior to joining Red Bull |
External Roles
- No additional public company directorships or external board roles for Ms. Taylor are disclosed in the proxy.
Board Service & Governance
- Board tenure: Director since March 2021; currently serves as President, CEO, and Director; not independent. Ms. Taylor serves on no board committees.
- Board leadership: Chair and CEO roles are separated; the Chair (Padraic L. Spence) is not independent; Andy Ruben serves as Lead Independent Director with defined responsibilities (agenda, materials, liaison, executive sessions, shareholder outreach).
- Board structure: Classified board through 2026, phasing out starting with 2027 elections. Majority of directors are independent; all Audit, Compensation, and Nominating committee members are independent.
- Attendance: In FY2024, each director attended at least 75% of board/committee meetings.
- Director pay: As an employee-director, Taylor received no additional board compensation in FY2024.
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 615,833 | 613,030 |
| All Other Compensation ($) | 24,131 | 8,267 |
| Notes | All Other Compensation includes employer 401(k) contributions |
| Current Base Salary In-Force (as of 12/31/2024) |
|---|
| CEO Base Salary: $620,000 |
| Target Annual Bonus (as % of salary) |
|---|
| CEO Target: 100% |
Performance Compensation
Annual Bonus Plan (FY2024)
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Net Sales | 50% | Not disclosed | Below threshold | 0% |
| Adjusted EBITDA | 40% | Not disclosed | Below threshold | 0% |
| Qualitative Goals | 10% | Not disclosed | Below threshold | 0% |
| Total | 100% | 0% (no bonuses earned for 2024) |
2024 Annual Equity Grants (Granted 3/11/2024; vesting in equal annual installments over 4 years)
| Grant Type | Shares/Options | Vesting Schedule |
|---|---|---|
| RSUs | 600,000 | 25% per year on each anniversary of 3/11/2024 (four tranches) |
Outstanding Equity Awards (as of 12/31/2024)
| Grant Date | Type | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Unvested RSUs (#) | RSU Market Value at 12/31/2024 ($) |
|---|---|---|---|---|---|---|---|
| 7/21/2021 | Option (monthly vesting through 6/28/2025) | 43,750 | 6,250 | 14.00 | 7/21/2031 | – | – |
| 3/17/2022 | Option | 63,774 | 63,775 | 4.12 | 3/17/2032 | – | – |
| 8/1/2022 | Option | 115,936 | 115,937 | 3.55 | 8/1/2032 | – | – |
| 8/1/2022 | Option | 115,936 | 115,936 | 7.50 | 8/1/2032 | – | – |
| 3/17/2023 | Option | 91,463 | 274,391 | 3.00 | 3/17/2033 | – | – |
| 3/17/2022 | RSUs | – | – | – | – | 38,787 | 162,518 |
| 3/17/2023 | RSUs | – | – | – | – | 164,568 | 689,540 |
| 3/11/2024 | RSUs | – | – | – | – | 600,000 | 2,514,000 |
| Pricing note | RSU values reflect $4.19 closing price on 12/31/2024 |
Equity Ownership & Alignment
| Component | Amount |
|---|---|
| Class A Shares (direct) | 341,637 |
| Class A Shares (indirect via spouse) | 5,500 |
| Options (exercisable or exercisable within 60 days of 4/16/2025) | 559,418 |
| Total Beneficial Ownership | 906,555 |
| Ownership as % of Outstanding | <1% |
- Stock ownership guidelines: CEO must hold stock equal to 3x base salary; until compliant, must hold 50% of net shares from equity awards granted 2023+; company states NEOs are in compliance or on track.
- Hedging and pledging: Company prohibits hedging and prohibits pledging by directors and Section 16 officers.
- Director equity pay: Employee directors receive no additional director compensation.
Employment Terms
| Situation | Key Terms |
|---|---|
| Termination without Cause or Resignation for Good Reason (standard) | Installments over 12 months equal to base salary + target annual bonus; 12 months partially subsidized COBRA; pro‑rata bonus for year of termination; any earned but unpaid prior‑year bonus, subject to release. |
| Change in Control + Qualifying Termination (within 18 months) | Lump sum equal to 200% of base salary + target annual bonus; COBRA subsidy as above; subject to release. |
| Restrictive Covenants | Severance conditioned on compliance with non‑competition, non‑solicitation, confidentiality, and standard covenants. |
| Clawbacks | NYSE 10D‑1-compliant recovery for financial restatements; separate misconduct recoupment policy (cash and equity over prior 3 years) for specified misconduct. |
Compensation Committee, Peer Group, and Governance Controls
- Compensation Committee: Independent directors (Chair: Justin Shaw; members: Alexandre Ruberti, Julie Ruehl) with authority over executive pay; engaged independent consultant Pearl Meyer in 2024; no conflicts identified.
- Peer group (2024): Beyond Meat; Celsius Holdings; Duckhorn Portfolio; e.l.f. Beauty; Freshpet; The Honest Company; Natural Alternatives International; Nature's Sunshine; The Real Good Food Company; Vintage Wine Estates; Vita Coco; Whole Earth Brands; Vital Farms. Target pay generally calibrated around market median.
- Risk assessment: 2024 review concluded programs do not create material risk; features include committee oversight, multi‑year vesting, ownership guidelines, and clawbacks.
Performance & Track Record
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues | $163,181,000* | $166,424,000* | $155,049,000* |
| EBITDA | $(46,921,000)* | $(27,728,000)* | $(20,288,000)* |
| Net Income (Loss) | $(33,857,000)* | $(21,494,000)* | $(20,005,000)* |
| Values retrieved from S&P Global. |
Notes:
- The company reported no annual cash bonus payout for 2024 due to performance below threshold on net sales, adjusted EBITDA, and qualitative metrics.
Related Party Transactions
- Other than compensation arrangements, the company reports no related person transactions since January 1, 2023.
Compensation Structure Analysis
- Mix and trajectory: No 2024 cash bonus payout for the CEO; equity remains the primary at‑risk component (600,000 RSUs granted in 2024, 4‑year ratable vest).
- Shift in instruments: CEO received RSUs in 2024 (no options), versus 2023 when both options and RSUs were granted—reflecting a shift toward RSUs (lower risk, more retention‑oriented). 2024 stock awards: $816,000 vs 2023 stock awards: $658,269 and options: $665,854.
- Governance controls: Dual clawback framework (restatement and misconduct), stock ownership guidelines with holding requirements, and prohibition on hedging/pledging.
Vesting Schedules and Potential Selling Pressure
- Annual vesting cadence: CEO’s 600,000 RSUs granted on 3/11/2024 vest in four equal annual tranches; options from 2021–2023 vest ratably (some monthly, others annually) through applicable anniversaries/2025+.
- Holding requirements: Executives must retain 50% of net shares until ownership guidelines are met, mitigating immediate sell pressure on vesting events.
Investment Implications
- Pay-for-performance alignment: No FY2024 bonus payout aligns with under‑threshold results; equity is multi‑year and front‑weighted to RSUs, focusing on retention and medium‑term value creation.
- Ownership alignment: CEO holds 906,555 total beneficial shares/options with <1% ownership; ownership guidelines (3x salary) and 50% holding rule support alignment; hedging/pledging prohibited.
- Contract economics: Double‑trigger change‑in‑control severance at 2x salary + target bonus is moderate; standard COBRA subsidy and restrictive covenants manage transition risk.
- Governance: CEO is also a director but not Chair; presence of a Lead Independent Director and independent committees mitigates dual‑role concerns.