Andy Ruben
About Andy Ruben
Andrew “Andy” Ruben (age 52) has served on Zevia’s board since December 2020 and is currently Lead Independent Director. He founded Trove Recommerce (2012) and is its Board Chair; previously he was CEO (2012–Apr 2022) and Executive Chair (May 2022–Dec 2023). Earlier, he held senior roles at Walmart including Chief Sustainability Officer and VP Corporate Strategy, and he holds a B.S. in Engineering and an MBA from Washington University in St. Louis. His governance strengths span sustainability/ESG, omnichannel retail, logistics, and corporate strategy—skills aligned with his roles chairing Zevia’s ESG Committee and serving on the Nominating & Enterprise Risk Management Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zevia PBC | Director; Lead Independent Director | Director since Dec 2020; LID role active in 2024–2025 | Presides over independent sessions; approves agendas/materials; liaison with Chair; available for investor engagement upon request . |
| Trove Recommerce, Inc. | Founder; CEO; Executive Chair; Chair of the Board | Founder Mar 2012; CEO 2012–Apr 2022; Executive Chair May 2022–Dec 2023; Chair as of Jan 2024 | Led technology/logistics platform for apparel resale; scaled circular commerce capabilities . |
| Walmart Inc. | VP Corporate Strategy; Chief Sustainability Officer; VP Private Brand Strategy & Operations; VP Omni-Channel | 2002–2012 | Launched Walmart’s sustainability efforts; led omnichannel/e-commerce initiatives and global corporate strategy . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Trove Recommerce, Inc. | Chair of the Board | As of Jan 2024 | Founder; previously CEO and Executive Chair . |
| Cerberus Capital Management | Competitive Council (member) | Current | Advisory capacity; not disclosed as a public company directorship . |
Board Governance
- Independence: Board has affirmatively determined Ruben is independent; all Audit, Compensation, and Nominating members are independent per NYSE standards .
- Roles: Lead Independent Director with responsibility to preside over independent sessions, approve agendas/materials/schedules, liaise with Chair, and engage with major shareholders upon request .
- Committees: Chair, Environmental, Social and Governance (ESG) Committee; Member, Nominating & Enterprise Risk Management Committee .
- Attendance/Engagement: In 2024, the Board met 7 times; non-employee directors held 7 executive sessions; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Committee activity levels (2024 meetings): Audit (9), Compensation (6), Nominating & ERM (5) .
- Risk oversight: Nominating & ERM oversees enterprise risk and cybersecurity; Audit and Compensation provide supporting risk reviews .
Fixed Compensation
| Component (FY2024 unless noted) | Detail | Amount |
|---|---|---|
| Annual Board cash retainer | Standard non-employee director retainer | $60,000 |
| Lead Independent Director retainer | Additional annual retainer | $20,000 |
| ESG Committee Chair retainer | Additional annual retainer | $10,000 |
| Nominating Committee member retainer | Additional annual retainer | $5,000 |
| Cash actually paid to Ruben (FY2024) | Sum of board/role/committee retainers | $95,000 |
| Annual equity grant (post-2024 meeting) | RSUs; vests at earlier of 1-year anniversary or next annual meeting | $100,000 grant value; 118,455 RSUs |
| Stock awards recognized (FY2024) | Grant date fair value (director program) | $100,000 |
| Total director compensation (FY2024) | Cash + stock awards | $195,000 |
Notes:
- Director pay policy unchanged in 2024; equity is RSUs under the 2021 Plan; typical vesting at earlier of first anniversary or next annual meeting .
- RSU grant date pricing details: FY2024 director RSUs valued at $0.8442 on June 12, 2024 (closing price) for the $100,000 grant; consistent with FASB ASC 718 .
Performance Compensation
| Element | Structure | Metrics/Terms |
|---|---|---|
| Director annual equity | Time-based RSUs | No performance metrics; vests at earlier of one-year anniversary or next annual meeting . |
No performance-based (PSU/TSR) components are disclosed for non-employee directors; compensation is retainers plus time-vested RSUs .
Other Directorships & Interlocks
| Company | Type | Role | Committee Roles | Notes |
|---|---|---|---|---|
| Public company boards (current) | — | None disclosed | — | No current U.S. public company directorships disclosed for Ruben . |
| Trove Recommerce, Inc. | Private | Chair | — | Founder; circular commerce platform . |
| Cerberus Capital Management | Private investment firm | Competitive Council (member) | — | Advisory; not a Zevia related-party transaction . |
Compensation Committee interlocks: None of Zevia’s Compensation Committee members were officers/employees in the prior 3 years; no interlocks with other issuers’ comp committees disclosed .
Expertise & Qualifications
- ESG/Sustainability: Former Chief Sustainability Officer at Walmart; chairs Zevia’s ESG Committee .
- Retail/Consumer/Omnichannel: Led omnichannel and e-commerce initiatives at Walmart; founder/operator experience at Trove .
- Strategy/Operations/Logistics: VP Corporate Strategy and private brand operations at Walmart; circular logistics at Trove .
- Education: B.S. Engineering and MBA, Washington University in St. Louis .
- Governance: Lead Independent Director responsibilities include agenda oversight and shareholder engagement .
Equity Ownership
| Measure | Amount/Status |
|---|---|
| Total beneficial ownership (as of Apr 16, 2025) | 201,806 shares; <1% of outstanding |
| Breakdown | 9,560 shares held by Ruben Family Trust; 73,791 direct; 118,455 RSUs vesting within 60 days of Apr 16, 2025 |
| RSUs outstanding at 12/31/2024 | 118,455 (director grant post-2024 meeting) |
| Ownership guidelines | Non-employee directors: 3x annual Board cash retainer; counts RSUs; directors are either compliant or on-track |
| Hedging/Pledging | Prohibited for directors; policy bars pledging of company securities |
| Insider reporting | One late Form 4 filing for Ruben on Aug 26, 2024 due to administrative error |
Related-Party and Conflicts
- Policy: Audit Committee reviews/approves related person transactions; requires arms-length terms and prohibits transactions inconsistent with shareholder interests .
- Disclosures: Other than standard director/officer compensation arrangements, no related-party transactions since Jan 1, 2023 (including with directors, >5% holders, or affiliates) .
- Hedging/Pledging: Prohibitions reduce alignment risk; clawback and misconduct recoupment policies in place at Zevia .
Governance Assessment
- Strengths: Independent Lead Director with defined shareholder engagement remit; chair of ESG Committee with deep sustainability/retail background; independent committee composition; robust stock ownership guidelines and prohibitions on hedging/pledging; no related-party transactions disclosed .
- Attendance/Engagement: Board and committees met regularly; directors met ≥75% attendance; frequent independent executive sessions signal active oversight .
- Compensation Alignment: Director pay is modest, formulaic (cash retainers + time-based RSUs); policy unchanged in 2024; equity vests on near-term cadence aligning with annual accountability .
- Watch items: One late Form 4 in 2024 (administrative error) is a minor process lapse; continue to monitor Section 16 compliance and any future external interlocks that could create conflicts, though none are disclosed currently .