Julie Ruehl
About Julie G. Ruehl
Independent director and Audit Committee Chair at Zevia PBC since March 2021; age 59; designated “audit committee financial expert.” Background spans CFO of Fly Leasing Limited (2017–2021), senior finance roles at Big Heart Pet Brands/Del Monte and Sanmina, and Audit Partner at Arthur Andersen; B.S. in Accounting from Louisiana State University. Term expires in 2027; independence affirmed under SEC Rule 10A‑3 and NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fly Leasing Limited | Chief Financial Officer | Aug 2017–Aug 2021 | Led public company finance, M&A; sold to Carlyle Aviation Partners |
| Big Heart Pet Brands / Del Monte Corporation | VP & Chief Accounting Officer | Nov 2011–Dec 2015 | Public company reporting; governance and controls |
| Del Monte Corporation/Del Monte Foods Company | Senior Finance Roles | May 2005–Oct 2011 | Corporate finance leadership |
| Sanmina Corporation | Senior Finance Roles | 2002–2005 | EMS industry finance |
| Arthur Andersen LLP | Audit Partner | Prior to 2002 | Public accounting; audit leadership |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Semtech Corporation (public) | Director | Dec 2023–present | Audit Committee member |
| Wine.com (private) | Director | Mar 2022–Nov 2023 | Audit Committee Chair |
| Wizeline, Inc. (private) | Director | Nov 2021–Jan 2024 | Audit Committee Chair; Compensation Committee member |
Board Governance
- Committee assignments: Audit (Chair); Compensation (Member). Class III director; term expires 2027.
- Audit Committee: 2024 membership—Julie G. Ruehl (Chair), David J. Lee, Rosemary L. Ripley; held 9 meetings; Ruehl qualifies as SEC “audit committee financial expert”; all members financially literate and independent; no member serves on >3 public company audit committees.
- Compensation Committee: 2024 membership—Justin Shaw (Chair), Alexandre I. Ruberti, Julie G. Ruehl; held 6 meetings; engaged Pearl Meyer as independent compensation consultant; committee independence confirmed; no consultant conflicts.
- Director attendance: Board met 7 times in 2024; non‑employee directors held 7 executive sessions; each director attended ≥75% of Board and committee meetings; all directors attended the 2024 annual meeting.
- Audit Committee pre‑approval policy: Chair authorized to pre‑approve audit/non‑audit services ≤$500,000, reported to committee next meeting—enhances oversight and auditor independence.
- Audit Committee report: Recommended inclusion of audited FY2024 financial statements; confirmed Deloitte independence.
Fixed Compensation
| Year | Cash Fees ($) | Stock Awards ($) | Total ($) | Notes |
|---|---|---|---|---|
| 2024 | $87,500 | $100,000 | $187,500 | Director RSUs granted in 2024 valued at closing prices: $0.8442 (Jun 12, 2024 grants); Ruberti $1.01 (Aug 20, 2024) |
- RSUs outstanding as of Dec 31, 2024: 125,121 for Ruehl (director awards subject to deferred settlement in one‑third increments on each of the first three anniversaries of vesting, or earlier separation/change of control; portion in excess of 2022 grants vested post‑IPO lockup).
Performance Compensation
| Program | Metric | Weight | 2024 Outcome |
|---|---|---|---|
| Annual Bonus (NEOs) overseen by Compensation Committee | Net Sales | 50% | Below threshold; no bonuses earned (except guaranteed minima for CFO and SVP Finance) |
| Annual Bonus (NEOs) | Adjusted EBITDA | 40% | Below threshold; no bonuses earned |
| Annual Bonus (NEOs) | Qualitative Goals | 10% | Below threshold; no bonuses earned |
| 2024 Target Bonuses (NEOs) | CEO 100%; CFO 7%; GC 50%; SVP Finance 50% | — | Published targets; payouts zero except guaranteed minima noted |
- Long‑term incentives (NEOs): 2024 grants in RSUs (all NEOs) and stock options (CFO 50% of grant); vest annually over 4 years beginning Mar 11, 2024—context for Ruehl’s compensation oversight as committee member.
Other Directorships & Interlocks
| Company | Relationship to ZVIA | Interlock/Conflict Notes |
|---|---|---|
| Semtech (SMTC) | Unrelated semiconductor company | No beverage industry overlap; Audit Committee service consistent with independence thresholds (≤3 audit committees) |
| Wine.com; Wizeline | Private companies | No disclosed related‑party transactions with Zevia; roles ended 2023/2024 |
Expertise & Qualifications
- Corporate governance, strategy, M&A, public accounting and financial reporting; consumer‑packaged goods sector experience; designated audit committee financial expert.
- Education: B.S. in Accounting, Louisiana State University.
Equity Ownership
| Holder | Direct Class A Shares | RSUs Vesting Within 60 Days | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| Julie G. Ruehl | 108,791 | 118,455 | 227,246 | Less than 1% (*) |
- RSUs outstanding as of Dec 31, 2024: 125,121 (director)
- Insider policy: Directors and Section 16 officers prohibited from hedging and pledging company securities—alignment safeguard.
- Ownership guidelines: Non‑employee directors subject to stock ownership guidelines adopted June 2023 (company references policy; specific multiples not disclosed in proxy).
Governance Assessment
- Strengths: Independent Audit Chair with SEC financial expert designation; robust committee activity (Audit 9 meetings; Compensation 6 meetings); formal pre‑approval policy and confirmed auditor independence; use of external independent comp consultant; clear pay‑for‑performance discipline (no 2024 bonuses when thresholds missed).
- Alignment: Mix of cash and equity ($87,500 cash; $100,000 equity) plus meaningful RSU holdings (125,121 outstanding; 118,455 vesting within 60 days)—provides ongoing exposure to equity outcomes.
- Independence & Engagement: Independent status affirmed; attendance thresholds met; participation in executive sessions indicates active oversight.
- Conflicts/Related Parties: Company reports no related‑party transactions involving directors since Jan 1, 2023; hedging/pledging prohibited—no pledging risk flagged.
- RED FLAGS: None disclosed specific to Ruehl; monitor ownership guideline compliance details when available (policy referenced but specific thresholds not disclosed in proxy).