Paddy Spence
About Padraic “Paddy” L. Spence
Padraic “Paddy” L. Spence, age 57, is the non‑executive Chair of Zevia PBC’s Board, serving since March 2021; he is not independent under NYSE rules given his prior CEO role at the company . He currently serves as Chief Executive Officer of Momofuku Goods (appointed February 2024) and previously served as Zevia’s CEO and Chair (March 2021–July 2022) and as CEO/board member of Zevia LLC after acquiring the company in 2010; he holds an A.B. from Harvard College and an M.B.A. from Harvard Business School . The Board separated the Chair and CEO roles and designated Andy Ruben as Lead Independent Director to balance governance while Mr. Spence serves as non‑independent Chair .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zevia PBC | Non‑Executive Chair of the Board | March 2021–present | Board leadership; not independent; no Board committee memberships |
| Zevia PBC | Chief Executive Officer and Chair | March 2021–July 2022 | CEO/Board leadership during post‑IPO period |
| Zevia LLC (subsidiary) | CEO & Director (acquirer) | Since September 2010 | Led brand after acquisition |
| Momofuku Goods | Chief Executive Officer | Appointed February 2024–present | Operating role at consumer packaged foods brand |
| Levlad (Nature’s Gate) | President | 2005–2009 | Natural personal care leadership |
| SPINS, LLC | Founder & CEO; later Chairman | CEO 1995–2003; Chairman until 2004 (sale to private investors) | Built leading natural/organic retail data platform |
| Kashi Company | VP Sales & Marketing | 1992–1995 | Natural cereal growth initiatives |
| Harvard Business School; Emory University; UPS | Various roles | Not specified | Research/leadership and international marketing experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Momofuku Goods | Chief Executive Officer | February 2024–present | Consumer packaged foods; potential time‑commitment consideration with Zevia chair role |
| Physicians Formula Inc. | Lead Independent Director (prior) | Not disclosed | Cosmetics company; prior service noted |
Board Governance
- Independence and structure: The Board separates Chair and CEO roles; Mr. Spence is Chair (not independent), and the Board designated Andy Ruben as Lead Independent Director with explicit authorities (agenda/info approval, executive sessions, liaison to independents and investors) to preserve independent oversight .
- Committees: Mr. Spence serves on no Board committees; he holds no chair roles on Board committees .
- Committee system and risk oversight: Audit (Ruehl Chair), Compensation (Shaw Chair), Nominating & Enterprise Risk (Lee Chair), plus an ESG Committee (Ruben Chair) provide formal oversight, with Nominating charged with ERM and cybersecurity oversight .
- Attendance and engagement: In 2024 the Board met 7 times and non‑employee directors held 7 executive sessions; each director attended at least 75% of aggregate Board/committee meetings, and all directors then serving attended the 2024 annual meeting .
- Interlocks: The Compensation Committee reports no interlocks; none of its members were officers/employees in the prior three years and no executive officer of Zevia served on the board/comp committee of any entity with a Zevia executive on its Board/Comp Committee .
Fixed Compensation
| Component | Policy/Amount | 2024 Amount for Spence |
|---|---|---|
| Annual Board retainer (cash) | $60,000 per non‑employee director | Included in cash total |
| Additional retainer – Non‑Executive Chair | $20,000 | Included in cash total |
| Committee retainers – Chair/Member | Audit: $20,000/$10,000; Comp: $15,000/$7,500; Nominating: $10,000/$5,000; ESG: $10,000/$5,000 | $0 (no committee service) |
| Cash fees earned (FY2024) | N/A | $80,000 |
Notes: Director fees are prorated for partial service; directors are reimbursed for reasonable expenses .
Performance Compensation
| Equity Element | Grant Value/Structure | Quantity/Key Terms | Status at 12/31/2024 |
|---|---|---|---|
| Annual RSU grant | ~$100,000 annual grant under 2021 Plan; vests on earlier of first anniversary or next annual meeting | 118,455 RSUs granted post‑2024 annual meeting to each eligible director | Mr. Spence had 253,744 RSUs outstanding as of 12/31/2024 |
| Options | Not part of standard director annual grants (director program emphasizes RSUs) | N/A | N/A |
- Performance metrics tied to director equity: None disclosed; director equity is time‑based RSUs with the annual vesting cadence noted above .
- Consultant oversight: Pearl Meyer advised on director pay; Committee determined independence and no conflicts for 2024 .
Other Directorships & Interlocks
| Company | Type | Role | Committee Roles |
|---|---|---|---|
| Momofuku Goods | Private | Chief Executive Officer | N/A |
| Physicians Formula Inc. | Public (historical) | Lead Independent Director (prior) | Not disclosed |
- Compensation Committee interlocks: None reported for the committee (broader governance disclosure) .
Expertise & Qualifications
- 27‑year veteran of natural/organic products; founder and former CEO/Chairman of SPINS; prior leadership at Kashi and Levlad; extensive beverage category leadership through Zevia tenure .
- Education: A.B. Harvard College; M.B.A. Harvard Business School .
- Board qualification summary: Unique company knowledge, prior director experience across public/private companies, deep natural/organic CPG expertise; Board cites these as reasons for his nomination .
Equity Ownership
| Holding Detail | Amount |
|---|---|
| Class A shares beneficially owned | 2,211,326 |
| Class B shares beneficially owned | 1,440,808 (via L&H Trust and Spence Family Trust) |
| RSUs vesting within 60 days (counted as beneficial) | 118,455 |
| Options exercisable or exercisable within 60 days (counted as beneficial) | 412,736 |
| Total beneficial ownership percentage | Less than 1% (per company table methodology) |
| Shares pledged | Company prohibits pledging by directors and Section 16 officers; no pledging disclosed |
| Ownership guidelines | Non‑employee directors must hold 3x annual Board cash retainer; all currently employed NEOs and non‑employee directors have achieved or are in compliance with holding requirements and on track |
Related Party Transactions and Risk Indicators
- Related party transactions: Other than standard compensation arrangements, the company reports no related person transactions since January 1, 2023 (and none currently proposed) involving directors, officers, >5% holders or their affiliates; the Audit Committee administers a formal Related Person Transaction Policy with pre‑approval/ratification standards .
- Section 16(a) compliance: The company notes late filings in 2024 for Andy Ruben and one officer; no delinquency disclosures for Mr. Spence .
- Hedging/pledging: Company policy prohibits hedging and prohibits directors/Section 16 officers from pledging company stock .
- Clawbacks and recoupment framework: The company maintains NYSE Rule 10D‑1 compliant clawback and a separate misconduct recoupment policy (these apply to executives; included here as broader governance controls) .
Director Compensation (FY2024)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Padraic “Paddy” L. Spence | $80,000 | $100,000 (RSUs) | $180,000 |
Notes: Standard director annual RSU grants valued at ~$100,000; June 12, 2024 RSUs were granted at $0.8442 closing price; vest timing per director policy; outstanding RSUs for Spence at year‑end totaled 253,744 .
Board Committee Assignments (Spence)
| Committee | Role |
|---|---|
| Audit | None |
| Compensation | None |
| Nominating & Enterprise Risk | None |
| ESG | None |
Governance Assessment
-
Strengths:
- Deep category/operator experience and historical company leadership provide strategic continuity at the Board level .
- Independent oversight architecture includes a robust Lead Independent Director role, frequent executive sessions, and fully independent audit/comp/nom‑risk committees .
- Strong alignment features: director stock ownership guidelines (3x retainer) with compliance/on‑track status; hedging/pledging prohibitions; formal RPT policy with no related transactions reported .
-
Watch‑items and potential red flags:
- Non‑independent Chair: while mitigated by Lead Independent Director authorities, the Chair’s non‑independent status remains a common governance concern among investors .
- Time‑commitment considerations: concurrent CEO role at Momofuku Goods (since February 2024) introduces external operating obligations; Zevia’s governance framework sets expectations on outside board service/time, and the Nominating Committee reviews adherence in annual nominations .
Summary: Spence’s significant CPG/beverage and natural/organic expertise and large beneficial ownership position support alignment and strategic guidance as Chair; governance mitigants (Lead Independent Director, independent committees, ownership/hedging policies, and a strict RPT framework) offset non‑independence risks with no related‑party or compliance red flags disclosed to date .