UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No. )

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

Zevia PBC

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

15821 Ventura Blvd, Suite 145, Los Angeles,135, Encino, CA 91436

LETTER FROM PADDY SPENCE, OUR CHAIR

2024

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS AND CHIEF EXECUTIVE OFFICERPROXY STATEMENT

Dear Zevia Stockholders:

The 20222024 Annual Meeting of Stockholders (the "Annual Meeting"“Annual Meeting”) of Zevia PBC, a Delaware public benefit corporation ("Zevia"(“Zevia” or the "Company"“Company”), will be held at JW MarriottLe Merigot Santa Monica, Le Merigot, located at 1740 Ocean Avenue in Santa Monica, California 90401 on Thursday,Tuesday, June 2, 202211, 2024 at 9:00 a.m., Pacific Time. The attached notice and Proxy Statement describe the formal business to be transacted at the meeting.

Details regarding the Annual Meeting, the business to be conducted at the Annual Meeting, and information about Zevia that you should consider when you vote your shares are described in the accompanying Proxy Statement.

The Annual Meeting is being held so that stockholders may consider the election of 3two Class IIII directors and the ratification of the appointmentselection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022.2024. The Board of Directors of the Company (the "Board"“Board”) has determined that the matters to be considered at the Annual Meeting are in the best interests of the Company and its stockholders. For the reasons set forth in the accompanying Proxy Statement, the Board unanimously recommends a vote "FOR"“FOR” each matter to be considered. Such other business will be transacted as may properly come before the Annual Meeting.

Pursuant to the rules promulgated by the U.S. Securities and Exchange Commission rules,(the “SEC”), we have elected to deliverprovide access to our proxy materials to certainby notifying you of the availability of our stockholders overproxy materials on the Internet. This delivery process allows us to provide stockholders with the information they need, while at the same time conserving natural resources and lowering the cost of delivery. On April 22, 2022,or about May 2, 2024, we intend to begin sending to our stockholders a Notice of Internet Availability of Proxy Materials (the "Notice"“Notice”) containing instructions on how to access our Proxy Statement for the Annual Meeting and our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.2023. The Notice also provides instructions on how to vote online or by telephone and how to receive a paper copy of the proxy materials by mail.

It is important that your shares be represented and voted at the Annual Meeting. Whether or not you plan to attend the Annual Meeting in person, we encourage you to submit your proxy as soon as possible.

On behalf of management and our Board of Directors, we thank you for your continued support of Zevia.

By Order of the Board of Directors,

Amy E. Taylor

President and Chief Executive Officer

Encino, California

April 24, 2024

Los Angeles, CaliforniaTo the stockholders of Zevia PBC (the “Company”), you are cordially invited to attend the Company’s 2024 Annual Meeting of Stockholders (“Annual Meeting”). Please read the entire Proxy Statement carefully before voting.

April 22, 2022

i

15821 Ventura Blvd, Suite 145, Los Angeles, CA 91436

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

OF ZEVIA PBCMeeting Details

ITEMS OF BUSINESS:Items of Business

1. To elect 3 Class I members of Zevia PBC's Board of Directors (the "Board") named, and for the term described, in this Proxy Statement;

2. To ratify the appointment of Deloitte & Touche LLP as Zevia PBC's independent registered public accounting firm for the fiscal year ending December 31, 2022; and

3. To consider suchWe will also conduct any other business as may properly come before the 2022 Annual Meeting of Stockholders (the "Annual Meeting") of Zevia PBC or any adjournment or postponement thereof.

Our Board recommends the approval of each of the first 2 proposals. Such other business will be transacted as may properly comebrought before the Annual Meeting.

WHO MAY VOTE:

Only stockholders of record of our Class A common stock or Class B common stock at the close of business on the Record Date are entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying Proxy Statement.

Your vote is important.important. Whether or not you plan to attend the Annual Meeting in person or not, we encourage you to vote and submit your proxy by Internet by following the instructions on the Notice of Internet Availability of Proxy Materials that you previously received or, if you received printed copies of the proxy materials, by telephone or by using the proxy card or voting instruction form provided with the printed proxy materials to ensure your shares can be represented and voted at the presence of a quorum.Annual Meeting. You may change or revoke your proxy at any time before it is voted at the Annual Meeting. If you participate in and vote your shares at the Annual Meeting, your proxy will not be used.

By Order of the Board of Directors,

Lorna R. Simms

Senior Vice President, General Counsel and Corporate Secretary

Los Angeles,Encino, California

April 22, 202224, 2024

iii

ZEVIA PBC

15821 Ventura Blvd., Suite 145

Encino, CA 91436

This section is intended to briefly provide general information and address some commonly asked questions regarding our Annual Meeting. They may not address all questions that may be important to you. Please refer to the more detailed information contained elsewhere in this Proxy Statement, appendices and the documents referred to in this Proxy Statement for more information.

Important Notice Regarding the Availability of Proxy Materials for the 20222024 Annual Meeting of Stockholders to Be Held on June 2, 2022.11, 2024.

The Proxy Statement and Annual Report on Form 10-K for the fiscal year ended December 31, 20212023 (the “2023 Annual Report”) are available free of charge at www.proxyvote.com.www.proxyvote.com, a site that does not have “cookies” that identify visitors to the site.

What Is the Purpose of These Proxy Materials?

We are making these proxy materials available to you in connection with the solicitation of proxies by the Board of Directors (the "Board"“Board”) of Zevia PBC ("(“we" "us," "our," "Zevia,",” “us,” “our,” “Zevia,” or the "Company"“Company”) for use at the 20222024 Annual Meeting of Stockholders (the "Annual Meeting"“AnnualMeeting”) to be held on June 2, 202211, 2024 at 9:00 a.m. Pacific Time, or at any other time following adjournment or postponement thereof. You are invited to participate in the Annual Meeting and to vote on the proposals described in this Proxy Statement. The proxy materials are first being made available to our stockholders on or about April 22, 2022.24, 2024.

Why Did I Receive a Notice of Internet Availability of Proxy Materials?

Pursuant to U.S. Securities and Exchange Commission ("SEC"(the “SEC”) rules, we are furnishing the proxy materials to our stockholders primarily via the Internet instead of mailing printed copies. This process allows us to expedite to our stockholders’ receipt of the proxy materials, lower the costs of printing and mailing the proxy materials, and reduce the environmental impact of our Annual Meeting. If you received a Notice of Internet Availability of Proxy Materials (the "Notice"“Notice”), you will not receive a printed copy of the proxy materials unless you request one. The Notice provides instructions on how to access the proxy materials for the Annual Meeting via the Internet, how to request a printed set of proxy materials and how to vote your shares.

Who Can Vote?

We have 2two classes of common stock: Class A and Class B, each of which has 1one vote per share on all matters submitted to a vote of stockholders. Only stockholders of record of our Class A common stock and Class B common stock (together, the "Common Shares"“Common Shares”) at the close of business on April 12, 202217, 2024 (the "Record Date"“RecordDate”) are entitled to notice of, and to vote on, the proposals described in this Proxy Statement at the Annual Meeting. At the close of business on the Record Date, there were 38,890,23858,179,676 shares of Class A common stock issued and outstanding and 28,142,350 14,117,351shares of Class B common stock issued and outstanding. Holders of our Class A common stock and Class B common stock will vote together as a single class on all matters presented to our stockholders for their vote or approval, except as provided in our amended and restated certificate of incorporation or as otherwise required by applicable law. Stockholders are not permitted to cumulate votes with respect to the election of directors.

What Is the Difference between Holding Common Shares as a Registered Stockholder and as a Beneficial Owner?

Registered Stockholder: Common Shares Registered in Your Name

If your Common Shares are registered directly in your name with our transfer agent, Equiniti Trust Company, LLC (formerly American Stock Transfer and Trust Company, LLC,LLC), you are considered to be, with respect to those Common Shares, the registered stockholder, and these proxy materials are being sent directly to you by us.

Beneficial Owner: Common Shares Registered in the Name of a Broker, Fiduciary or Custodian

If your Common Shares are held by a broker, fiduciary or custodian, you are considered the beneficial owner of Common Shares held in "street“street name,"” and these proxy materials are being forwarded to you from that broker, fiduciary or custodian.

What Am I Voting on?

The proposals to be voted on at the Annual Meeting are as follows:

How Does the Board Recommend That I Vote?

The Board recommends that you vote your Common Shares "FOR"“FOR” each director nominee in Proposal 1 and "FOR"“FOR” Proposal 2.

What If Another Matter Is Properly Brought before the Annual Meeting?

As of the date of filing this Proxy Statement, the Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, it is the intention of the persons named as proxies in the proxy card to vote on such matters in accordance with their best judgment.

What Does It Mean If I Receive More Than One Set of Proxy Materials?

If you receive more than one set of proxy materials, your Common Shares may be registered in more than one name or held in different accounts. Please cast your vote with respect to each set of proxy materials that you receive to ensure that all of your Common Shares are voted.

How Do I Vote?

Registered Stockholder: Common Shares Registered in Your Name

If you are the registered stockholder, you may vote your Common Shares by proxy in advance of the Annual Meeting by Internet (at www.proxyvote.com) or, if you requested paper copies of the proxy materials, by completing and mailing a proxy card or by telephone (at 1-800-690-6903). Even if you plan to attend the Annual Meeting, we recommend that you also submit your vote in advance so that your vote willcan be counted if you later decide not to, or are unable to attend the Annual Meeting. You may also attend the Annual Meeting and vote in person.

Beneficial Owner: Common Shares Registered in the Name of a Broker, Fiduciary or Custodian

If you are the beneficial owner, you may vote your Common Shares online or by returning your voting instruction form, or you may direct your broker, fiduciary or custodian how to vote your Common Shares in advance of the Annual Meeting by following the instructions they provide. If you are the beneficial owner, and attend the Annual Meeting, you must obtain a "legal proxy"“legal proxy” from the bank,custodian, brokerage firm, or other nominee that holds your Common Shares (preferably at least five (5) days before the Annual Meeting) in order to attend, participate in and vote your Common Shares at the meeting.Annual Meeting.

What Happens If I Do Not Vote?

Registered Stockholder: Common Shares Registered in Your Name

If you are the registered stockholder, and do not plan to attend the Annual Meeting, you should vote by proxy usingin one of the enclosed proxy card or vote by proxy via telephone or the Internet.ways described above. If you do not vote by proxy or in person at the Annual Meeting, your Common Shares will not be voted at the Annual Meeting and will not be counted toward the quorum requirement.

Beneficial Owner: Common Shares Registered in the Name of a Broker, Fiduciary or Custodian

If you are the beneficial owner and do not direct your broker, fiduciary or custodian how to vote your Common Shares, your broker, fiduciary or custodian will only be able to vote your Common Shares with respect to proposals considered to be "routine" (which we expect includes Proposal 2).“routine.” Your broker, fiduciary or custodian is not entitled to vote your Common Shares with respect to "non-routine"“non-routine” proposals, (which we expect includes Proposal 1), which we refer to as a "broker“broker non-vote."” Whether a proposal is considered routine or non-routine is subject to stock exchange rules and final determination by the stock exchange. Even with respect to routine matters, some brokers are choosing not to exercise discretionary voting authority. As a result, we urge you to direct your broker, fiduciary or custodian how to vote your Common Shares on all proposals to ensure that your vote is counted.

What If I Sign and Return a Proxy Card or Otherwise Vote but Do Not Indicate Specific Choices?

Registered Stockholder: Common Shares Registered in Your Name

The Common Shares represented by each signed and returned proxy will be voted at the Annual Meeting by the persons named as proxies in the proxy card in accordance with the instructions indicated on the proxy card. However, if you are the registered stockholder and sign and return your proxy card without giving specific instructions, the persons named as proxies in the proxy card will vote your Common Shares in accordance with the recommendations of the Board. Your shares will be counted toward the quorum requirement.

Beneficial Owner: Common Shares Registered in the Name of a Broker, Fiduciary or Custodian

If you are the beneficial owner and sign and returndo not direct your voting instruction form without giving specific instructions,broker, fiduciary or custodian how to vote your Common Shares, your broker, fiduciary or custodian will only be able to vote your shares with respect to proposals considered to be "routine."“routine.” Your broker, fiduciary or custodian is not entitled to vote your Common Shares with respect to "non-routine"“non-routine” proposals, resulting in a broker non-vote with respect to such proposals.

Can I Change My Vote after I Submit My Proxy?

Registered Stockholder: Common Shares Registered in Your Name

If you are the registered stockholder, you may revoke your proxy at any time before the final vote at the Annual Meeting in any of the following ways:

Your last submitted vote is the one that will be counted.

Beneficial Owner: Common Shares Registered in the Name of a Broker, Fiduciary or Custodian

If you are the beneficial owner, you must follow the instructions you receive from your broker, fiduciary or custodian with respect to changing your vote.

What Is the Quorum Requirement?

The holders of a majority of the Common Shares outstanding and entitled to vote at the Annual Meeting must be present at the Annual Meeting, either in person or represented by proxy, to constitute a quorum; provided however, that where a separate vote by a class or series or classes or series is required, a majority of the voting power of the stock of such class or series or classes or series outstanding and entitled to vote on that matter, present in person or represented by proxy, constitutes a quorum entitled to take action with respect to such matter. A quorum is required to transact business at the Annual Meeting.

Your Common Shares will be counted toward the quorum only if you submit a valid proxy (or a valid proxy is submitted on your behalf by your broker, fiduciary or custodian) or if you attend the Annual Meeting and vote. Abstentions and broker non-votes will be counted toward the quorum requirement. If there is no quorum, the chairperson of the Annual Meeting or the holders of a majority of Common Shares present at the Annual Meeting, either personally or by proxy, may adjourn or recess the Annual Meeting until a quorum is present or represented.

How Many Votes Are Required to Approve Each Proposal and How Are Votes Counted?

Votes will be countedtabulated by a representative from Broadridge Financial Solutions, Inc., the Inspector of Elections appointed by the Board forto count the votes at the Annual Meeting.Meeting, and each proposal will be counted separately.

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"“uncontested election” (as is the case for the Annual Meeting), as described in our amended and restated bylaws (the "Bylaws"“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.

Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm

The affirmative vote of at least a majority of Common Shares present or represented at the Annual Meeting and entitled to vote on the matter is required for the ratification of the appointmentselection of Deloitte as our independent registered public accounting firm for the fiscal year ending December 31, 2022.2024. Abstentions have the same effect as a vote "AGAINST"“AGAINST” the matter. Broker non-votes, if any, will have no effect on the outcome.

How Do I Attend the Annual Meeting in Person?

Only stockholders as of the Record Date are entitled to attend the Annual Meeting in person. Admission to the Annual Meeting will be on a first-come, first-served basis. Attendees should bring the appropriate materials described below in order to be admitted to the meeting.

Natural Persons. If you are a registered stockholder, your name will be on a list, and you will be able to gain entry with a government-issued photo identification, such as a driver’s license, state-issued ID card or passport. If you are the beneficial owner, in order to gain entry you must present a government-issued photo identification and proof of beneficial share ownership as of the Record Date that includes the same name that is on your government-issued photo identification. Acceptable forms of proof of beneficial share ownership include your Notice, a copy of your proxy card or voting instruction form, if you received one, or an account or brokerage statement showing share ownership as of the Record Date.

Entities. If you are a director, officer, trustee or other legal representative of an entity that owns shares of the Company, you must present a government-issued photo identification, evidence that you are authorized to act on behalf of the entity at the Annual Meeting and, if the entity is a beneficial owner, proof of the entity’s beneficial share ownership as of the Record Date.

Non-Stockholders. If you are not a stockholder and are not the representative of an entity that owns shares of the Company, you will be entitled to admission only if you are a proxy holder attending in lieu of a stockholder. To gain entry, you must present a government-issued photo identification and either a valid proxy from a registered stockholder authorizing you to vote the stockholder’s shares or, if you are a proxy holder for a beneficial stockholder, a valid legal proxy from the record holder or the bank, brokerage firm or other nominee that holds shares on behalf of the beneficial stockholder.

Directions to the Annual Meeting:

Parking Options (please note that the hotel does not offer self-parking)

No cameras, video or recording equipment will be permitted at the Annual Meeting. Many cellular phones have built-in digital cameras, and while these phones may be brought into the Annual Meeting, the camera function may not be used at any time. Additional information regarding the rules and procedures for attending the Annual Meeting will be set forth in our meeting rules of conduct, which will be available to stockholders during the meeting.

Who Is Paying for Thisthe Annual Meeting and the Proxy Solicitation?

We will pay the costs associated with the Annual Meeting and the solicitation of proxies, including the preparation, assembly, printing and mailing of the proxy materials. We may also reimburse brokers, fiduciaries, or custodians for the costtheir reasonable costs of forwarding proxy materials to beneficial owners of Common Shares held in "street“street name." Our” Certain of our employees, officers, and directors may solicit proxies in person, or viaby telephone, electronic communication, or the Internet. We will not pay additional compensation to our employees, officers, and directors for any of these services.

How Can I Find out the Voting Results?

We expect to announce preliminary voting results at the Annual Meeting. Final voting results will be published in a Current Report on Form 8-K to be filed with the SEC within 4four (4) business days after the Annual Meeting.

Delivery of Documents to Stockholders Sharing an Address, or "Householding"“Householding”

SEC rules permit companies and intermediaries, such as brokers, to satisfy delivery requirements for proxy materials and notices and send a single set of proxy materials, including the Notice, of Internet Availability of Proxy Materials, this Notice and Proxy Statement and ourthe 2023 Annual Report, on Form 10-K for the fiscal year ended December 31, 2021, to any household at which 2two (2) or more stockholders reside if we believe they are members ofunless contrary instructions have been received from the same family, until such time as one or more of these stockholders notifies us that they wish to receive individual copies.affected stockholders. This process is called "householding"commonly referred to as “householding” and its purpose is to help reduce printingprovides costs savings for companies and mailing costs of proxy materials, as well as conservehelps the environment by conserving natural resources.

This year, a number of brokers with account holders who are our stockholders will be householding our proxy materials. A single Noticecopy of Internet Availability of Proxy Materialsthe proxy materials will be delivered to multiple stockholders sharing an address. Your broker will continue householding until you are notified otherwise by one or until you revoke your consent.more of these stockholders. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate Noticecopy of Internet Availability of Proxy Materials,proxy materials, or if your household is receiving multiple copies and you wish to request that future deliveries be limited to a single copy, notify your broker. If you would like to request additional copies of the proxy materials, please send a written request to our Corporate Secretary at the address set forth on the first page of this Proxy Statement, visit www.proxyvote.com, or call 1-800-579-1639 and we will promptly provide them to you.

Availability of Additional Information

We will provide, free of charge, a printed copy of our 2023 Annual Report, on Form 10-K for the year ended December 31, 2021, including exhibits, on the written or oral request of any stockholder of the Company. Please send a written request to our Corporate Secretary at the address set forth on the first page of this Proxy Statement or call the number above.

Forward-Looking Statements.Statements

This Proxy Statement and other Company communications may contain forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Reform Act"“Reform Act”), that involve substantial known and unknown risks and uncertainties. These forward-lookingAll statements include bothother than statements of historical information and other information that can be used to infer future performance. While certain information has specifically been identified as being forward-looking in the context of its presentation, we caution you that, with the exception of information that is historical, all the informationfact contained in this Proxy Statement, should be considered to be "forward-looking statements"including statements about our Board of Directors, corporate governance practices, executive compensation program, equity compensation utilization and environmental, social and governance (“ESG”) initiatives, are “forward-looking statements” as referred to in the Reform Act. Without limiting the

3

Table of Contents

generality of the preceding sentence, any time we use the words "estimate," "project," "intend," "expect," "believe," "anticipate," "continue,"“may,” “will,” “can,” “estimate,” “project,” “intend,” “expect,” “believe,” “anticipate,” “continue,” “plan,” and similar expressions, we intend to clearly express that the information deals with possible future events and is forward-looking in nature.

Significant factors that could impact our future results are described in our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K filed with the SEC. We assume no obligation (and specifically disclaim any such obligation) to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Website References

Website references throughout this document are inactive textual references and provided for convenience only, and the content on the referenced website is not incorporated herein by reference and does not constitute a part of the Proxy Statement.

Role of the Board of Directors

4

TableOur Board, which is elected by the Company’s stockholders, oversees the business and management of Contents

PROPOSAL 1: ELECTION OF DIRECTORS

the Company. Our Board is currently comprised of 10eight (8) members. Our amended and restated certificate of incorporation provides that our Board consists of 3three staggered classes of directors designated as Class I, Class II, and Class III.III, with members of each class holding office for 3-year terms. At the Annual Meeting, 3two Class IIII directors will be elected. Commencing with the annual meeting of stockholders to be held in 2027, directors of each class with 3-year terms shall then expire and all directors shall be elected to hold office for a 3-year term. Each director’s term continues until1-year terms thereafter.

In September 2023, upon recommendation of the election and qualification of his or her successor, or until his or her office is otherwise vacated.

Upon recommendation by our Nominating and Enterprise Risk Management Committee ("(the “Nominating Committee"Committee”), the Board accepted the offer of resignation from Philip H. O’Brien, a Class III director, at which point the Board decreased its size from nine (9) to eight (8) members and the size of Class III from three (3) to two (2) directors.

Director Nomination Process

Criteria for Board Membership

The Nominating Committee evaluates the composition of the Board annually to assess the skills and experience that are currently represented on the Board as a whole, and in individual directors, as well as the skills and experience that the Board may find valuable in the future. The Nominating Committee considers and makes recommendations to the Board regarding the size, structure, composition and functioning of the Board. The Nominating Committee engages in succession planning for the Board and key leadership roles on the Board and its committees. The Nominating Committee is responsible for establishing and overseeing processes and procedures for the selection and nomination of directors, and for developing and recommending Board membership criteria to the Board for approval and periodically reviewing these criteria.

Currently, the Board-approved criteria includes:

Leadership experience financial expertise food, beverage, or consumer products industry experience logistics and distribution experience branding, sales and marketing experience demonstrated commitment to sustainability, including ESG matters a demonstrated commitment to representing the long-term interests of the Company’s stakeholders consistent with the Company’s public benefit corporation status ability to bring unique and diverse perspectives and understandings to the Board

The Nominating Committee reviews the qualifications of director candidates and incumbent directors in light of criteria approved by the Board and recommends the Company’s candidates for nomination to the Board for election by the Company’s stockholders at the annual meeting. In identifying potential candidates for Board membership, the Nominating Committee considers recommendations from various sources, including, from time to time, third-party search firms, to assist it in locating qualified candidates.

The Nominating Committee also considers director candidates recommended by Company stockholders and evaluates them in the same manner as it evaluates candidates recommended from other sources. Any such recommendation by stockholders should be submitted to the Nominating Committee as described under “StockholderCommunications” and should include the same information required under our Bylaws for nominating a director, as described under “Stockholder Proposals and Director Nominations for Next Year's Annual Meeting.”

Board Diversity

The Board is committed to a diversified membership and actively seeks to achieve a variety of occupational and personal backgrounds, including with respect to demographics such as gender, race, ethnicity and national background, geography, age, sexual orientation and other unique and diversified perspectives. As part of the search process for each new director, the Nominating Committee includes women and minorities in the pool of candidates (and instructs any third-party independent search firm engaged by the Committee to do so), and interviews at least one woman and one minority candidate. The Nominating Committee assesses its effectiveness in balancing these considerations in connection with its annual evaluation of the composition of the Board.

The Nominating Committee considers the Board's overall composition when seeking a potential new candidate, including whether the Board has an appropriate combination of professional experience, skills, knowledge, and variety of viewpoints and backgrounds in light of the Company's current and future business needs. The Nominating Committee also considers, among others, the character, expertise, sound judgment, ability to make independent analytical inquiries, business experiences, understanding of the Company's business environment, ability to make time commitments to the Company, and demonstrated teamwork.

Our Board consists of individuals with diverse and complementary business, leadership, financial, governance and regulatory, industry, and public company operating expertise. Several of our directors have experience on the boards of other companies and organizations, which provide an understanding of different business processes, challenges and strategies.

Director Independence and Independence Determinations

The Company’s Principles of Corporate Governance require that a majority of the Board, and all members of the Company’s Audit, Compensation, and Nominating committees, be comprised of individuals who qualify as an “independent director” as such term is defined by the applicable rules and regulations of the New York Stock Exchange (“NYSE”). This requires an affirmative determination by the Board that each such individual does not have a material relationship with the Company that would impair independence from management. In making these determinations, the Board considered transactions and relationships between the Company and its subsidiaries and affiliates on the one hand and, on the other hand, directors, immediate family members of directors, or entities of which a director or an immediate family member is an executive officer, general partner or significant equity holder. The Board also considered whether there were any transactions or relationships between any of these persons or entities and any members of the Company’s senior management or their affiliates.

Based on an annual evaluation performed, and recommendations made, by the Nominating Committee, the Board affirmatively determined that each of the following members of the Board, including all members serving on the Audit, Compensation, and Nominating committees, is independent of the Company and its management under the standards set forth above. In addition, none of these directors serve as an executive officer of a charitable organization to which the Company made contributions during fiscal year 2023.

Philip H. O’Brien, our former director, was determined to be independent during the period he served on the Board. The only members of the Board who are not independent are Amy E. Taylor, our current Chief Executive Officer (“CEO”) and the only employee member of the Board, and Padraic L. Spence, our former CEO and current Chair of the Board (the “Chair”).

Service on Other Boards and Audit Committees

Each member of the Board must have the time and ability to make constructive contributions to the Board as well as a clear commitment to fulfilling the fiduciary duties required of directors and serving the interest of the Company’s stockholders. To that end, directors may not serve on more than four public company boards in addition to our Board. The CEO and directors who are executive officers of public companies may not serve on more than two other public company boards, in addition to our Board. In addition, members of the Audit Committee may not serve on the audit committees of more than three other public companies without review and consideration by the Board.

Majority Vote Standard for Election of Directors

Each director nominee must be elected by a majority of the votes cast in an uncontested election. This means that the number of votes cast “FOR” a director nominee must exceed the number of votes cast “AGAINST” the director nominee. 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.

Director Resignation Policy

Pursuant to our Principles of Corporate Governance, if a nominee for director is not elected by a majority of the votes cast in an uncontested election and no successor has been elected at such meeting, the director is required 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.

2024 Director Nominees

Upon recommendation by our Nominating Committee, the Board has nominated Andrew "Andy" Ruben, Padraic "Paddy" L. Spence,Jacqueline J. Hayes and Amy E. TaylorJulie G. Ruehl for election as directors each to serve for a term of 3three years (through the 20252027 annual meeting of stockholders) and until their successors have been duly elected and qualified, or until their office is otherwise vacated. Each of the director nominees hasBoth Ms. Hayes and Ms. Ruehl have served on our Board since prior to our initial public offering ("IPO"(“IPO”) in 2021.

Class III 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 below.

Andrew "Andy" Ruben See also “. Mr. Ruben has served as a member of our Board since the completion of our IPO. He previously served as a member of the Zevia LLC board of directors from December 2020 through the date of the IPO. Mr. Ruben is the founder,Director Independence and since March 2012 has served as Chief Executive Officer and director of Trove Recommerce, Inc. ("Trove"), a company that provides technology, logistics and expertiseIndependence Determinations” above for apparel resale. Prior to Trove, from March 2002 to February 2012, Mr. Ruben served in various roles at Walmart Inc. ("Walmart"), 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. 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 currently serves on the Competitive Council at Cerberus Capital Management. 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 industry as well as his leadership in corporate sustainability initiatives, including his experience as Chief Executive Officer of Trove.more information.

Padraic "Paddy" L. Spence. Mr. Spence has served as the Chair of the Board and Chief Executive Officer since the completion of our IPO. He previously served as a member of the Zevia LLC board of directors from September 2010, when he acquired the company, through the date of the IPO. Mr. Spence is a 30-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 ("SPINS"), a market research firm for the natural products industry, and served as its Chief Executive Officer from 1995 to 2003, then its Chair 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.

Jacqueline J. Hayes
Age: 56 Director Since 2021 Independent Director	Ms. Hayes has served as a member of the Zevia board of directors since March 2021. Ms. Hayes became the Executive Vice President and General Counsel of Studios & Networks for Warner Bros. Discovery, Inc. (“WBD”) resulting from the completed merger of AT&T Inc.’s WarnerMedia unit and Discovery Inc. in April 2022. At WBD, a premier standalone media and entertainment company, Ms. Hayes leads the legal teams of Studios & Networks which supports all U.S. film, television and streaming content production as well as WBD Games, Content Acquisitions, Consumer Products and Global Brands & Experiences. Ms. Hayes previously served as Executive Vice President and General Counsel of business units under Warner Media, LLC, a media and entertainment company, from August 2019 to April 2022. At Warner Media, Ms. Hayes served as chief counsel to three business units including Direct-to-Consumer, Sales and Distribution, and Technology and Operations. Prior to Warner Media, Ms. Hayes served as Senior Vice President and General Counsel of Warner Bros. Home Entertainment Inc., a home video distribution division of Warner Bros. Entertainment, from January 1998 to August 2019. Ms. Hayes served as an associate at three law firms, including Troop Meisinger Steuber and Pasich from January 1996 to January 1998, Goulston and Storrs, P.C. from July 1994 to December 1995, and Moses and Singer from September 1992 to June 1994. Ms. Hayes earned her B.A. from Harvard College and her J.D. from Harvard Law School. Ms. Hayes is qualified to serve on our Board as a result of her broad legal and corporate risk management experience in a consumer-facing business across a variety of business areas, including litigation, regulatory and government relations, mergers and acquisitions, risk management, cyber and IT risk, and legal and corporate governance.
Committees: Nominating and Enterprise Risk Management (Chair) Environmental, Social and Governance (member)

Board Recommendation

The Board recommends a vote FORthe election of each of the director nominees set forth above.

Our Audit Committee has appointedselected Deloitte as our independent registered public accounting firm to audit our consolidated financial statements for the fiscal year ending December 31, 2022.2024. Deloitte has served as our independent registered public accounting firm since our IPO. 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 willare 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.

Principal Accountant Fees and Services

The following table summarizes the audit fees billed and expected to be billed by Deloitte for the indicated fiscal years and the fees billed by Deloitte for all other services rendered during the indicated fiscal year.years. All services associated with such fees were pre-approved by our Audit Committee in accordance with the "Pre-Approval“Pre-Approval Policies and Procedures"Procedures” described below. Fees presented in thousands.