DEF 14A of Zevia PBC
Filed Apr 23, 2026 · FY20250001437749-26-013203
Proposal 1: Election of Directors
Proposal 1: Election of Directors We have adopted a majority voting standard for director elections. Each nominee for election as a director in an “uncontested election” (as is the case for the Annual Meeting), as described in our amended and restated bylaws (the “Bylaws”), will be elected as a director at the Annual Meeting if the number of votes cast for the nominee's election exceeds the number of votes cast against the nominee's election. Abstentions and broker non-votes, if any, will not be counted as votes cast on the matter and will have no effect on the outcome of the election. We have also adopted a director resignation policy that applies to any incumbent director nominee who does not receive a majority of the votes cast. We do not have cumulative voting rights for the election of directors.
Majority Vote Standard for Election of Directors
Majority Vote Standard for Election of Directors We have a majority vote standard for uncontested director elections. If a nominee who currently serves as a director is not re-elected, Delaware law provides that the director would continue to serve on the Board until his or her successor has been elected and qualified, subject to our director resignation policy.
Director Resignation Policy
Director Resignation Policy Pursuant to our Principles of Corporate Governance, if a nominee for director is not elected in an uncontested election and no successor has been elected at such meeting, the director is expected to promptly tender his or her resignation to the Nominating Committee. In that situation, the Nominating Committee would make a recommendation to the Board about whether to accept or reject the resignation offer, or whether to take other action. Within ninety (90) days following certification of the election results, the Board would act on the Nominating Committee’s recommendation. If the Board determines that there is a compelling reason for such incumbent director to remain on the Board and does not accept the resignation, the director will continue to serve until his or her successor is duly elected, or his or her earlier resignation or removal. If a director’s resignation is accepted by the Board, then the Board, in its sole discretion, may fill any resulting vacancy or reduce the size of the Board. The director who tenders his or her resignation will not participate in either the Nominating Committee’s or the Board’s decision.
2026 Director Nominees
2026 Director Nominees Upon recommendation by our Nominating Committee, the Board has nominated Suzanne S. Ginestro and David J. Lee for election as directors each to serve for a term of three years (through the 2029 annual meeting of stockholders) and until their successors have been duly elected and qualified, or until their office is otherwise vacated. Ms. Ginestro was appointed to the Board in January 2026 and was recommended by a third-party search firm. Mr. Lee was most recently elected at the 2023 annual meeting of stockholders.
Class II Director Nominees
Class II Director Nominees
Class II Director Nominees
| SUZANNE S. GINESTRO | Independent Director | | Age: 53 Director Since 2026 | Ms. Ginestro has served as a member of the Zevia board of directors since January 2026 and brings more than 25 years of marketing expertise across the food, beverage and wellness industries. Ms. Ginestro has served as Chief Marketing Officer for Califia Farms LLC, a plant-based beverage company with a presence across four core categories, since 2020. She leads a 30-person marketing organization encompassing brand management, innovation, creative services, communications, digital commerce, and consumer engagement, managing a marketing budget exceeding $30 million. From 2017 through 2020, Ms. Ginestro served as Chief Marketing Officer at Quest Nutrition, where she built the company’s brand management and innovation capabilities from the ground up. Prior to Quest Nutrition, Ms. Ginestro spent six years with Bolthouse Farms, a subsidiary of Campbell’s serving as Chief Marketing and Innovation Officer for the Campbell Fresh Division where she oversaw a $1 billion portfolio of brands. Ms. Ginestro has served on multiple boards, including Humm Kombucha, a better-for-you beverage company, providing governance and strategic input in both corporate and non-profit contexts, and has demonstrated effectiveness in balancing creative brand vision with disciplined commercial execution. Ms. Ginestro earned her B.A. degree from Northwestern University and her M.B.A. from Northwestern University, Kellogg Graduate School of Management. Ms. Ginestro is qualified to serve on our Board as a result of her extensive experience in brand building, innovation strategy, and market expansion within the better-for-you, premium consumer categories—areas well-aligned with Zevia's positioning and growth objectives. | | Committees: Compensation (member) | | | Term Expiration: 2026 | |
Class II Director Nominees
| DAVID J. LEE | Independent Director | | Age: 54 Director Since 2022 | Mr. Lee has served as a member of the Zevia board of directors since July 2022 and has over two decades of experience across retail and consumer industries driving business transformation, supply chain optimization, operations and finance. In November 2023, Mr. Lee was appointed as the Chief Operating Officer and Chief Financial Officer of Webtoon, a publicly-traded digital comics company and subsidiary of Naver Corporation, an internet conglomerate. Mr. Lee previously served as President of AppHarvest, a leading AgTech and sustainable food company building some of the country’s largest indoor farms leveraging cutting-edge technology, from January 2021 through November 2022, and thereafter served on its board through November 2023. Prior to AppHarvest, Mr. Lee served as the Chief Operating Officer and Chief Financial Officer of Impossible Foods, from December 2015 to January 2021, where he led the business functions to transform it from a pre-revenue to hyper-growth company with global sales and a comprehensive commercial manufacturing and supply chain capability. Prior to Impossible Foods, Mr. Lee was the Chief Financial Officer of Zynga from April 2014 to December 2015 and was responsible for leading the finance and corporate development teams. Mr. Lee previously served as the Senior Vice President of Corporate Finance and Strategy at Best Buy from 2012 to 2014, where he led corporate finance during its turnaround, and as Senior Vice President of Consumer Products along with other various roles at Del Monte Foods from 2004 to 2012, where he ran the global food business from 2008 to 2010. Mr. Lee also spent time helping to turn around PG&E during the California Energy Crisis as Director of Strategic Planning serving as strategy consultant at McKinsey, in venture capital investing at EPVC, and in advertising at the Leo Burnett Company. Mr. Lee is the founder and chair of Inevitable Tech, a private company pioneering technology and plant science to serve the agriculture and food industries, and is a fellow of both the Council of Korean Americans and the University of Southern California's Network of Korean American Leaders. Mr. Lee currently serves on the board of directors of Webtoon since April 2024 and previously served on the board of directors of Benson Hill, a publicly traded food technology company, from January 2021 to July 2024, where he also served as a member of its audit committee. Mr. Lee earned his M.B.A. from the University of Chicago and a A.B. from Harvard College. Mr. Lee is qualified to serve on our Board as a result of his extensive experience in the consumer-packaged goods industry, operations and supply chain management, business transformation, financial expertise, including serving as chief financial officer for several public companies, strategy development and ESG matters, as well as his board and governance experience in the beverage space. | | Committees: Nominating and Enterprise Risk Management (Chair) Audit (member) | | | Term Expiration: 2026 | |
Class II Director Nominees
In making these nominations, the Board reviewed the backgrounds, qualifications, attributes, experiences and contributions to the Board of the director nominees. Biographical and other information regarding our director nominees, including the skills and experience considered by our Nominating Committee in determining to recommend them as nominees, is set forth above. See also “Director Independence and Independence Determinations” above for more information.
Class II Director Nominees
| PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
Class II Director Nominees
Our Audit Committee has selected Deloitte as our independent registered public accounting firm to audit our consolidated financial statements for the fiscal year ending December 31, 2026. Deloitte has served as our independent registered public accounting firm since 2021. In this Proposal 2 we are asking stockholders to vote to ratify this selection. Representatives of Deloitte are expected to be present at the Annual Meeting. They will have the opportunity to make a statement, if they desire to do so, and are expected to be available to respond to appropriate questions from stockholders. Stockholder ratification of the selection of Deloitte as the Company’s independent registered public accounting firm is not required by law or our Bylaws. However, we are seeking stockholder ratification as a matter of good corporate practice. If our stockholders fail to ratify the selection, the Audit Committee will reconsider its selection. Even if the selection is ratified, the Audit Committee, in its discretion, may direct the selection of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our stockholders.
Class I Directors Continuing in Office
Class I Directors Continuing in Office
Class I Directors Continuing in Office
| ANDREW “ANDY” RUBEN | Non-executive Chair of the Board | | Age: 53 Director Since 2020 | Mr. Ruben has served as Chair of the Zevia board of directors since February 2026 and as a member of the Zevia board of directors since December 2020. He previously served as Lead Independent Director of our Board from September 2023 to February 2026. Mr. Ruben has served as Chief Executive Officer of Clarity, an early-stage startup retail tech/AI company that he co-founded, since February 2026. From May 2022 until January 2026, Mr. Ruben served as Chair of the Board of Directors of Trove Recommerce, Inc. (“Trove”), a company he founded in March 2012 that provides technology, logistics and expertise for apparel resale. Previously, from 2012 to April 2022, Mr. Ruben served as a director and Chief Executive Officer of Trove, and from May 2022 to December 2023, he served as its Executive Chair. Prior to Trove, from March 2002 to February 2012, Mr. Ruben served in various roles at Walmart, Inc., a multinational retail corporation, including as Vice President of Corporate Strategy, Chief Sustainability Officer, Vice President of Private Brand Strategy and Operations, and Vice President of Omni-Channel. During his time at Walmart, he led a number of transformational efforts, including overseeing global corporate strategy, launching Walmart’s sustainability efforts and leading omnichannel and e-commerce efforts. Mr. Ruben currently serves on the boards of directors of FortNine and Goodwill Industries International. He previously served on the Competitive Council at Cerberus Capital Management from June 2017 to June 2024. He is a TED speaker and has been recognized professionally as the Sam M. Walton Entrepreneur of the Year, a Retailing Rising Star by Chain Store Age and a 40 Under 40 Business Leader. Mr. Ruben earned his B.S. in Engineering and his M.B.A. from Washington University in St. Louis. Mr. Ruben is qualified to serve on our Board as a result of his extensive experience in the retail and consumer-packaged goods and beverage industries as well as his leadership in corporate sustainability and ESG initiatives, including his prior experience as Chief Executive Officer of Trove. | | Committees: Nominating and Enterprise Risk Management (member) | | | Term Expiration: 2028 | |
Class I Directors Continuing in Office
| PADRAIC “PADDY” L. SPENCE | Independent Director | | Age: 58 Director Since 2021 | Mr. Spence has served as a member of the Zevia board of directors since March 2021 and previously served as Chair of the Zevia board of directors from March 2021 to February 2026. As of February 2025, Mr. Spence was appointed as the Chief Executive Officer of Momofuku Goods, a consumer-packaged goods food brand and division of Momofuku Restaurant Group. Mr. Spence previously served as Zevia’s Chief Executive Officer and Chair of the board of directors from March 2021 through July 2022. Prior to this role, he served as the Chief Executive Officer and a member of the board of directors of Zevia LLC, a subsidiary of Zevia PBC, since September 2010, when he acquired the company. Mr. Spence is a 27-year veteran of the natural and organic products industry. From 2005 to 2009, he served as President of Levlad, a personal care manufacturer known for its natural brand Nature’s Gate. Prior to Levlad, Mr. Spence founded SPINS, LLC, a market research firm for the natural products industry, and served as its Chief Executive Officer from 1995 to 2003, then its Chairman until 2004 when it was sold to private investors. As the Chief Executive Officer of SPINS, he tracked the sales of more than 300,000 natural and organic products. From 1992 to 1995, Mr. Spence served as Vice President of Sales and Marketing for the Kashi Company, a manufacturer of natural cereals. He has also held positions at Harvard Business School’s Division of Research, the Center for Leadership and Career Studies at Emory University, and within the United Parcel Service’s International Marketing department. He previously served as lead independent director for Physicians Formula Inc., a cosmetics company. Mr. Spence earned his A.B. from Harvard College and his M.B.A. from Harvard Business School. Mr. Spence is qualified to serve on our Board as a result of his unique knowledge of our business, his prior experience as a director in a range of public and private companies and his deep experience in the natural and organic products industry | | Committees: Audit (member) | | | Term Expiration: 2028 | |
Class I Directors Continuing in Office
| AMY E. TAYLOR | President, CEO, and Director | | Age: 54 Director Since 2021 | Ms. Taylor has served as Zevia’s Chief Executive Officer since August 2022, President since June 2021, and as a member of the Zevia board of directors since March 2021. From February 2000 to July 2020, Ms. Taylor served in various roles at Red Bull North America, a beverage company, including as President and Chief Marketing Officer from 2018 to 2020, Executive Vice President and General Manager for the East Business Unit from 2012 to 2018, and Vice President of Marketing from 2007 to 2012. During her time at Red Bull North America, she led the brand’s overall strategic marketing and positioning in the United States and drove sales and marketing collaborations across twelve regions to deliver record-level growth and market share. Prior to joining Red Bull, Ms. Taylor worked in sports marketing. Ms. Taylor earned her B.A. from James Madison University and has completed the Executive Development Program at the Wharton School of the University of Pennsylvania. Ms. Taylor is qualified to serve on our Board as a result of her deep experience in the consumer-packaged goods and beverage industries, as well as her experience advising on consumer marketing and ESG matters. | | Committees: None | | | Term Expiration: 2028 | |
Class III Directors Continuing in Office
Class III Directors Continuing in Office
Class III Directors Continuing in Office
| ALEXANDRE I. RUBERTI | Independent Director | | Age: 50 Director Since 2024 | Mr. Ruberti has served as a member of the Zevia board of directors since August 2024 and has 25 years of experience in consumer-packaged goods primarily in the beverage industry across the Americas. From April 2024 until January 2025, Mr. Ruberti served as the Managing Director, Americas and the General Manager, USA of Waterdrop®, a company that develops, produces, and sells functional hydration cubes for mixing with water. Prior to Waterdrop®, Mr. Ruberti served as Chief Executive Officer of Future Farm, a plant-based meat company, from February 2021 through December 2023. Prior to Future Farm, Mr. Ruberti spent 16 years with Red Bull and served in various roles including as President, Red Bull Distribution Company (“RBDC”) and Chief Commercial Officer, Red Bull North America (“RBNA”) from April 2019 through January 2021, President, RBDC from July 2013 through March 2019, and Vice President, Profitability Management and On-Premise from January 2011 through June 2013. Prior to RBNA and RBDC, Mr. Ruberti worked for Red Bull Latin America located in Sao Paulo, Brazil in the roles Head of Sales, Latin America & Canada from July 2008 to December 2010, and Head of Sales, Brazil from January 2005 through June 2008. Prior to Red Bull, he spent nine years at Coca-Cola Bottlers in Brazil in Sales, Marketing and Distribution. Mr. Ruberti currently serves on the board of directors of Zico Rising, Inc. and is a member of the Young Presidents Organization. From February 2021 to March 2024, Mr. Ruberti served on the board of directors of Celsius Holdings, Inc., where he also served as a member of the compensation committee. Mr. Ruberti earned his M.B.A. from Fundação Getulio Vargas and his B.B.A. in Business from Universidade de Sorocaba in Brazil. He also serves as a Member of the Young Presidents Organization. Mr. Ruberti is qualified to serve on our Board as a result of his extensive experience in consumer-packaged goods and his longstanding career in the beverage industry. | | Committees: Compensation (Chair) Nominating and Enterprise Risk Management (member) | | | Term Expiration: 2027 | |
Class III Directors Continuing in Office
| JULIE G. RUEHL | Independent Director, Financial Expert | | Age: 60 Director Since 2022 | Ms. Ruehl has served as a member of the Zevia board of directors since March 2021. Ms. Ruehl previously served as the Chief Financial Officer of Fly Leasing Limited, a global commercial aircraft leasing company, from August 2017 until its acquisition by Carlyle Aviation Partners in August 2021. Prior to Fly Leasing, from November 2011 to December 2015, Ms. Ruehl served as the Vice President and Chief Accounting Officer for Big Heart Pet Brands and for its predecessor, Del Monte Corporation, then one of the country’s largest producers, distributors and marketers of premium quality, branded pet products and food products for the U.S. retail market. From May 2005 to October 2011, Ms. Ruehl served in senior financial positions with Del Monte Corporation and its parent, Del Monte Foods Company. From 2002 to 2005, Ms. Ruehl served in senior financial positions with Sanmina Corporation, a global provider of electronics manufacturing services, prior to which she served as an Audit Partner at Arthur Andersen LLP. In December 2023, Ms. Ruehl joined the board of directors of Semtech Corporation, a high-performance semiconductor, IoT systems and cloud connectivity service provider, and was appointed to its audit committee. From March 2022 to November 2023, Ms. Ruehl served on the board of Wine.com, the nation’s leading online wine retailer, and also served as chair of its audit committee. From November 2021 to January 2024, Ms. Ruehl served on the board of Wizeline, Inc., a global technology services company, where she also served as chair of the audit committee and served as a member of the compensation committee. Ms. Ruehl earned her B.S. in Accounting from Louisiana State University. Ms. Ruehl is qualified to serve on our Board as a result of her corporate governance, strategy development, mergers and acquisitions, financial expertise, public accounting and financial reporting experience, including having served as Chief Financial Officer of Fly Leasing, and extensive experience in the consumer-packaged goods industry. | | Committees: Audit (Chair) Compensation (member) | | | Term Expiration: 2027 | |
See “2026 Director Nominees” for biographies of Class II Directors
See “2026 Director Nominees” for biographies of Class II Directors
Director Compensation
Director Compensation The Compensation Committee is responsible for reviewing and making recommendations regarding compensation paid to our non-employee directors for their service on the Board and its committees. The Committee, together with its independent compensation consultant, Pearl Meyer, periodically reviews the non-employee director pay program to help ensure that it is appropriate and consistent with market practices and prevailing “best practices’ for corporate governance and to determine its competitiveness against director compensation of our peer groups. Non-employee directors’ fees are paid in accordance with the Director Compensation Policy (the “Policy”), adopted by the Board. Under the Policy, members of the Board who are not employees or officers of the Company, CDPQ, or Laird Norton or their respective affiliates, receive compensation for service on the Board and its committees. There was no change to director compensation under the Policy in 2025.
Fiscal Year 2025 Director Compensation Table
Fiscal Year 2025 Director Compensation Table The table below sets forth the compensation earned or paid to our directors during the 2025 Fiscal Year. During the 2025 Fiscal Year, Ms. Taylor did not receive any additional compensation for service on our Board. Ms. Taylor’s compensation for the 2025 Fiscal Year is set forth in the Summary Compensation Table in the “Executive Compensation” section below.
Fiscal Year 2025 Director Compensation Table
| NAME | FEES EARNED OR PAID IN CASH ($) | STOCK AWARDS ($)(1) | TOTAL ($) | | David J. Lee | $80,000 | $100,000 | $180,000 | | Rosemary L. Ripley(2) | $36,250 | $— | $36,250 | | Andrew “Andy” Ruben | $87,500 | $100,000 | $187,500 | | Alexandre I. Ruberti | $70,265 | $100,000 | $170,265 | | Julie G. Ruehl | $87,500 | $100,000 | $187,500 | | Justin Shaw | $— | $— | $— | | Padraic “Paddy” L. Spence | $80,000 | $100,000 | $180,000 |
Fiscal Year 2025 Director Compensation Table
| (1) Amounts in this column represent the grant date fair value of RSUs granted to the applicable director in 2025, calculated in accordance with FASB Accounting Standards, Codification Topic 718 (“FASB ASC 718”) based on the closing price of our Class A common stock on the applicable date of grant ($2.88 for the RSUs granted on June 12, 2025). For more information regarding the assumptions regarding these calculations, see Note 12 of the notes to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The following RSUs were outstanding as of December 31, 2025: Mr. Lee, 34,722; Mr. Ruben, 34,722 RSUs; Mr. Ruberti, 34,722; Ms. Ruehl, 34,722 RSUs; Mr. Spence, 71,827; and all other non-employee directors, 0 RSUs. The portion of these RSUs that is in excess of the 2022 Fiscal Year grants vested on the expiration of the lockup period following our IPO in January 2022 and are subject to deferred settlement in one-third increments on each of the first three anniversaries of the vesting date or, if earlier, the directors’ separation from service or a change of control. | | (2) Ms. Ripley resigned from the Board effective on June 12, 2025. Following Ms. Ripley’s departure from our Board, the size of our Board was reduced to seven (7) directors. |
2025 Summary Compensation Table
2025 Summary Compensation Table The table below sets forth the annual compensation earned by or granted to the NEOs during the fiscal years ended December 31, 2025 and December 31, 2024.
2025 Summary Compensation Table
| NAME AND PRINCIPAL POSITION | YEAR | SALARY ($) | BONUS ($) | STOCK AWARDS ($)(1) | OPTION AWARDS ($) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($) | ALL OTHER COMPENSATION ($)(2) | TOTAL ($) | | Amy E. Taylor | 2025 | $620,000 | $— | $1,314,473 | $— | $290,000 | $21,750 | $2,246,223 | | President and CEO | 2024 | $613,030 | $— | $816,000 | $— | $— | $8,267 | $1,437,297 | | Girish Satya | 2025 | $400,000 | $— | $438,157 | $— | $180,000 | $13,160 | $1,031,317 | | Executive Vice President, Chief Financial Officer and Principal Accounting Officer | 2024 | $338,333 | $175,000 | $257,467 | $331,998 | $— | $8,000 | $1,110,798 | | Lorna R. Simms | 2025 | $97,222 | $— | $— | $— | $— | $459,524 | $556,746 | | Former Senior Vice President, General Counsel and Corporate Secretary | 2024 | $344,792 | $— | $181,333 | $— | $— | $10,885 | $537,010 |
2025 Summary Compensation Table
| (1) Amounts in this column represent the grant date fair value of RSUs granted to the NEO under the 2021 Plan, calculated in accordance with FASB ASC 718 based on the closing price of our Class A common stock on the applicable date of grant ($2.22 on March 14, 2025). For more information regarding the assumptions used in these calculations, see Note 12 of the notes to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. For more information regarding the RSUs granted during the 2025 Fiscal Year see “Narrative Disclosure to Summary Compensation Table—Long-Term Incentive Compensation” below. | | (2) Amounts in this column for 2025 include (i) Zevia’s contributions on behalf of the applicable NEO under the 401(k) plan it makes available to its employees and (ii) severance payments and benefits totaling $409,526 for Ms. Simms, as described in more detail under “Additional Narrative Disclosures—Severance Agreements” below and payment of accrued but unused vacation of $46,498 in connection with her termination of employment. |
Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 Fiscal Year-End The table below reflects information regarding outstanding stock options and RSUs held by the NEOs as of December 31, 2025.
Outstanding Equity Awards at 2025 Fiscal Year-End
| NAME | GRANT DATE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE (1) | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#)(2) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($)(3) | | Amy E. Taylor | | | | | | | | | Option | 7/21/2021 | 50,000 | — | $14.00 | 7/21/2031 | | | | Option | 3/17/2022 | 95,661 | 31,888 | $4.12 | 3/17/2032 | | | | Option | 8/1/2022 | 173,904 | 57,969 | $3.55 | 8/1/2032 | | | | Option | 8/1/2022 | 173,904 | 57,968 | $7.50 | 8/1/2032 | | | | Option | 3/17/2023 | 182,927 | 182,927 | $3.00 | 3/17/2033 | | | | RSUs | 3/17/2022 | | | | | 19,394 | $44,994 | | RSUs | 3/17/2023 | | | | | 109,712 | $254,532 | | RSUs | 3/11/2024 | | | | | 450,000 | $1,044,000 | | RSUs | 3/14/2025 | | | | | 592,105 | $1,373,684 | | Girish Satya | | | | | | | | | Options | 3/11/2024 | 84,693 | 254,080 | $1.36 | 3/11/2034 | | | | RSUs | 3/11/2024 | | | | | 141,986 | $329,408 | | RSUs | 3/14/2025 | | | | | 197,368 | $457,894 | | Lorna R. Simms(4) | | | | | | | |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (1) The stock options reflected in this column vest ratably on each of the first four anniversaries of the applicable grant date, subject to the NEO’s continued service. | | (2) The RSUs reflected in this column vest ratably on each of the first four anniversaries of the applicable grant date, subject to the NEO’s continued service. | | (3) The amounts in this column are based on the closing price of our Class A common stock of $2.32 per share on December 31, 2025, the last trading day of the 2025 Fiscal Year. | | (4) As of December 31, 2025, Ms. Simms did not hold any stock options or unvested RSU awards. |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control Severance Agreements. In connection with Ms. Taylor’s promotion in 2022, we entered into an amended and restated severance agreement to provide certain protections in the event of qualifying terminations of employment. Upon Ms. Taylor’s termination of employment without cause or resignation for good reason, she will be eligible to receive the following severance benefits, subject to the execution of a release of claims in favor of the Company: (i) the sum of her base salary and target annual bonus, payable in installments over 12 months; (ii) partially subsidized COBRA premiums for the 12-month period following termination; (iii) a pro-rata annual bonus for the year in which such termination occurs payable at the time bonuses are paid to other executives; and (iv) any earned but unpaid annual bonus for the year prior to the year of termination payable at the time bonuses are paid to other executives. However, if the qualifying termination occurs within 18 months following a change in control of the Company, in lieu of clause (i) above, Ms. Taylor would receive a lump sum severance payment equal to (a) 200% of her base salary plus (b) her target annual bonus. Mr. Satya is party to a severance agreement that provides certain protections in the event of a qualifying termination of employment. Upon his termination of employment without cause or resignation for good reason, Mr. Satya will be eligible to receive the following severance benefits, subject to the execution of a release of claims in favor of the Company: (i) the sum of his base salary and target annual bonus, payable in installments over 12 months (or, if such termination occurs within 18 months following a change in control of the Company, payable in a lump sum); (ii) partially subsidized COBRA premiums for the 12-month period following termination; and (iii) any earned but unpaid annual bonus for the year prior to the year of termination payable at the time bonuses are paid to other executives. The severance agreements subject receipt of the severance benefits by the NEOs to continued compliance with non-competition, non-solicitation, confidentiality, and other standard restrictive covenants. Prior to her separation, Ms. Simms was also party to a severance agreement, and in accordance with the terms of such severance agreement, she received the following severance benefits and payments: (i) the sum of her base salary and target annual bonus, payable in installments over 12 months ($525,000); (ii) partially subsidized COBRA premiums for the 12-month period following termination (estimated at $23,664); and (iii) a pro-rata annual bonus for the year in which such termination occurs payable at the time bonuses are paid to other executives ($27,041).