Justin Shaw
About Justin Shaw
Justin Shaw, age 55, is an independent director of Zevia PBC and has served on the board since December 2020; he currently chairs the Compensation Committee and sits on the Nominating & Enterprise Risk Management Committee . He is Operating Partner, Private Equity, Americas at Caisse de dépôt et placement du Québec (CDPQ) since October 2019 and was designated to the Zevia board by CDPQ; his background spans 18 years as a Senior Operating Executive at Cerberus Capital Management and leadership roles across strategy, supply chain, and finance in multiple industries . He holds a B.S. from Harvard University and an M.B.A. from Harvard Business School . The board has affirmatively determined he is independent under NYSE standards; his current board term expires in 2026 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CDPQ | Operating Partner, Private Equity, Americas | Oct 2019–present | Designated director at Zevia; investor-operator focus |
| Cerberus Capital Management | Senior Operating Executive | 18 years (prior to 2019) | Worked with portfolio companies across aerospace, healthcare, energy, financial services, cybersecurity |
| Keane Group | VP, Strategy & Supply Chain | Prior to Cerberus | Senior management role; operations and strategy |
| Root9B | Interim CFO | Prior to Cerberus | Cybersecurity company finance leadership |
| Rosenbluth Interactive | Director of Strategy & Development; then VP & GM | Prior to Cerberus | Business leadership and growth |
| IMS Health; Dun & Bradstreet; AlliedSignal | Various leadership positions | Prior to Cerberus | Data/industrial domain experience |
| Boston Consulting Group | Management Consultant | Career start | Strategy toolkit |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Clarios | Director | Current | Business services/industrials |
| Save A Lot | Director | Current | Grocery wholesaler/retailer |
| Shaw Media | Director | Current | Media |
| Medical Solutions, LLC | Director | Current | Healthcare staffing |
| ICR, LLC | Director | Current | Strategic communications/advisory |
| Avison Young, Inc. | Director | Former | Commercial real estate services |
| Suez Water Technologies & Solutions | Director | Former | Water treatment |
| Cardone Industries | Director | Former | Auto parts manufacturing |
| Navistar Defense, LLC | Director | Former | Military vehicles |
| Root9B LLC | Director | Former | Cybersecurity |
Board Governance
- Independence and structure: The board determined Shaw is independent; Zevia’s board has eight directors, majority independent, with fully independent Audit, Compensation, and Nominating committees .
- Committee assignments: Compensation Committee Chair; Nominating & Enterprise Risk Management Committee member .
- Committee activity: Compensation Committee met 6 times in 2024; Nominating & Enterprise Risk Management Committee met 5 times in 2024; Audit met 9 times (Shaw is not a member) .
- Attendance: The board met 7 times in 2024, and each director attended at least 75% of meetings of the board and committees on which they served; independent directors held 7 executive sessions .
- Term: Current term expires at the 2026 annual meeting (Class II) .
Fixed Compensation
- Director pay policy (applies to eligible non-employee directors; excludes directors who are employees/officers of the Company, CDPQ, or Laird Norton or their affiliates): Annual cash board retainer $60,000; non-executive Chair/Lead Independent Director additional $20,000; annual RSU grant approx. $100,000; committee retainers—Audit Chair $20,000/Member $10,000; Compensation Chair $15,000/Member $7,500; Nominating Chair $10,000/Member $5,000; ESG Chair $10,000/Member $5,000 .
| 2024 Director Pay Policy | Amount (USD) |
|---|---|
| Board Retainer (cash) | $60,000 |
| Chair/LID Increment (cash) | $20,000 |
| Annual RSU Grant | ~$100,000 (time-based; vests by next AGM/1-year) |
| Audit Chair / Member | $20,000 / $10,000 |
| Compensation Chair / Member | $15,000 / $7,500 |
| Nominating Chair / Member | $10,000 / $5,000 |
| ESG Chair / Member | $10,000 / $5,000 |
- Justin Shaw 2024 actual director compensation: No cash fees; no stock awards; total $0 (policy excludes CDPQ-affiliated directors from compensation; Shaw was designated by CDPQ) .
| Justin Shaw – FY2024 Director Compensation | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $0 |
| Stock Awards | $0 |
| Total | $0 |
Performance Compensation
- Compensation Committee program design (overseen by Shaw as Chair): 2024 annual executive bonus metrics—Net Sales (50% weight), Adjusted EBITDA (40%), Qualitative goals (10%); the Committee determined no annual bonuses were earned for 2024 as thresholds were not met; however, guaranteed/retention bonuses were paid to CFO (guaranteed $175,000) and SVP Finance (retention $70,000; guaranteed $128,902) per pre-agreed terms .
| 2024 Executive Annual Bonus Metrics | Weight |
|---|---|
| Net Sales | 50% |
| Adjusted EBITDA | 40% |
| Qualitative Goals | 10% |
| Payout Outcome (Company-wide) | No bonus earned for 2024 (thresholds not met) |
| Exceptions (guaranteed/retention) | CFO $175,000; SVP Finance $70,000 retention + $128,902 guaranteed |
- Consultant and governance: Pearl Meyer engaged as independent compensation consultant; the Committee determined no conflicts; no compensation committee interlocks in the prior three years .
- Peer group used for benchmarking (sample): Beyond Meat, Celsius, Vita Coco, Freshpet, e.l.f. Beauty, Duckhorn, Vintage Wine Estates, Vital Farms, The Honest Company, Whole Earth Brands, Nature’s Sunshine, Natural Alternatives, Real Good Food Company .
- Clawback and risk controls: NYSE Rule 10D‑1-compliant clawback policy and a separate misconduct recoupment policy; anti-hedging; directors and Section 16 officers prohibited from pledging company securities; multi-year vesting; stock ownership guidelines .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Comments |
|---|---|---|---|
| Save A Lot | Grocery wholesaler/retailer | Director | Could be a potential commercial channel; Zevia discloses no related-person transactions since Jan 1, 2023 |
| Clarios | Industrials | Director | None disclosed |
| Shaw Media | Media | Director | None disclosed |
| Medical Solutions, LLC | Healthcare staffing | Director | None disclosed |
| ICR, LLC | Communications/advisory | Director | None disclosed |
- Related-party transactions: None (other than standard compensation arrangements) since January 1, 2023 involving directors, officers, >5% holders, or their affiliates; transactions are subject to the Audit Committee’s Related Person Transaction Policy .
- Significant shareholder context: CDP Investissements (a CDPQ subsidiary) owns ~29.67% of Class A; Shaw is a CDPQ Operating Partner and CDPQ-designated director, but the board determined he is independent under NYSE rules .
Expertise & Qualifications
- Expertise: Board and governance, operations and supply chain, risk management, technology/IT/cybersecurity, strategy, M&A; investor-operator background in consumer-facing businesses (including experience chairing Save A Lot) .
- Education: B.S., Harvard University; M.B.A., Harvard Business School .
Equity Ownership
| Holder | Class A Shares | Class B Shares | Options Exercisable (≤60 days) | RSUs Vesting (≤60 days) | Beneficial Ownership % |
|---|---|---|---|---|---|
| Justin Shaw | 0 | 0 | 0 | 0 | <1% |
- Stock ownership guidelines: Non-employee directors are expected to hold stock equal to 3x annual board cash retainer; until met, must hold 50% of net shares from vesting/exercise (RSUs count; options do not); company states all current non-employee directors are either at guideline or in compliance with holding requirements and on track to achieve the guidelines .
- Hedging/pledging: Hedging prohibited; directors and Section 16 officers are prohibited from pledging company securities .
- Insider filings: The company’s 2024 Section 16(a) review lists late filings only for another director and one officer; no late filings noted for Justin Shaw .
Governance Assessment
-
Positives:
- Independent director; chairs a key committee (Compensation); sits on risk oversight through Nominating & ERM, aligning with his risk/operations background .
- Compensation governance appears disciplined: no 2024 executive bonuses paid due to performance miss; use of independent consultant with no conflicts; no committee interlocks; robust clawback/anti-hedging policies .
- Attendance threshold met across the board; active committee cadence (Comp 6x; Nominating & ERM 5x) .
-
Risk indicators / RED FLAGS (monitor):
- Shareholder-affiliation: CDPQ, via CDP Investissements, owns ~29.67% of Class A and designated Shaw; while the board determined independence, his affiliation could create perceived alignment with the significant shareholder over minority holders—merits monitoring in comp and strategic votes .
- Ownership alignment: Shaw reported zero beneficial ownership as of April 16, 2025 and received no director cash/equity compensation in 2024 due to policy exclusions for CDPQ-affiliated directors; this limits direct “skin-in-the-game” alignment, though CDPQ’s large holding provides indirect alignment .
- Workload: Multiple board roles (primarily private companies) should be monitored for bandwidth; company policy caps public board service and Audit Committee overload, which he appears to meet .
-
Mitigants:
- No related-party transactions disclosed; formal RPT policy in place .
- Strong board processes (annual evaluations, risk oversight, executive sessions) and stock ownership guidelines provide additional governance structure .