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Boston Beer Co. Inc. – ‘10-K’ for 12/30/23 – ‘EX-97.1’

On:  Tuesday, 2/27/24, at 4:20pm ET   ·   For:  12/30/23   ·   Accession #:  950170-24-21189   ·   File #:  1-14092

Previous ‘10-K’:  ‘10-K’ on 2/22/23 for 12/31/22   ·   Latest ‘10-K’:  This Filing   ·   17 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/27/24  Boston Beer Co. Inc.              10-K       12/30/23  103:13M                                    Donnelley … Solutions/FA

Annual Report   —   Form 10-K   —   SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   2.84M 
 2: EX-21.1     Subsidiaries List                                   HTML     30K 
 3: EX-23.1     Consent of Expert or Counsel                        HTML     28K 
 8: EX-97.1     Clawback Policy re: Recovery of Erroneously         HTML     41K 
                Awarded Compensation                                             
 4: EX-31.1     Certification -- §302 - SOA'02                      HTML     32K 
 5: EX-31.2     Certification -- §302 - SOA'02                      HTML     32K 
 6: EX-32.1     Certification -- §906 - SOA'02                      HTML     29K 
 7: EX-32.2     Certification -- §906 - SOA'02                      HTML     29K 
10: R1          Cover Page                                          HTML    104K 
11: R2          Consolidated Statements of Comprehensive Income     HTML    131K 
12: R3          Consolidated Balance Sheets                         HTML    133K 
13: R4          Consolidated Balance Sheets (Parenthetical)         HTML     40K 
14: R5          Consolidated Statements of Stockholders' Equity     HTML     85K 
15: R6          Consolidated Statements of Stockholders' Equity     HTML     31K 
                (Parenthetical)                                                  
16: R7          Consolidated Statements of Cash Flows               HTML    143K 
17: R8          Pay vs Performance Disclosure                       HTML     40K 
18: R9          Insider Trading Arrangements                        HTML     44K 
19: R10         Organization and Basis of Presentation              HTML     32K 
20: R11         Summary of Significant Accounting Policies          HTML    113K 
21: R12         Recent Accounting Pronouncements                    HTML     44K 
22: R13         Inventories                                         HTML     50K 
23: R14         Prepaid Expenses and Other Current Assets           HTML     47K 
24: R15         Property, Plant and Equipment                       HTML     61K 
25: R16         Leases                                              HTML    146K 
26: R17         Goodwill and Intangible Assets                      HTML     87K 
27: R18         Third-Party Production Prepayments                  HTML     52K 
28: R19         Accrued Expenses and Other Current Liabilities      HTML     53K 
29: R20         Revolving Line of Credit                            HTML     40K 
30: R21         Income Taxes                                        HTML    170K 
31: R22         Commitments and Contingencies                       HTML     80K 
32: R23         Fair Value Measurements                             HTML     40K 
33: R24         Common Stock and Share-Based Compensation           HTML    159K 
34: R25         Employee Retirement Plans and Post-Retirement       HTML     59K 
                Medical Benefits                                                 
35: R26         Net Income per Share                                HTML    158K 
36: R27         Accumulated Other Comprehensive Loss                HTML     45K 
37: R28         Valuation and Qualifying Accounts                   HTML    101K 
38: R29         Licensing Agreements                                HTML     35K 
39: R30         Related Party Transactions                          HTML     35K 
40: R31         Subsequent Events                                   HTML     32K 
41: R32         Summary of Significant Accounting Policies          HTML    161K 
                (Policies)                                                       
42: R33         Summary of Significant Accounting Policies          HTML     36K 
                (Tables)                                                         
43: R34         Inventories (Tables)                                HTML     49K 
44: R35         Prepaid Expenses and Other Current Assets (Tables)  HTML     47K 
45: R36         Property, Plant and Equipment (Tables)              HTML     56K 
46: R37         Leases (Tables)                                     HTML    149K 
47: R38         Goodwill and Intangible Assets (Tables)             HTML     82K 
48: R39         Third-Party Production Prepayments (Tables)         HTML     41K 
49: R40         Accrued Expenses and Other Current Liabilities      HTML     53K 
                (Tables)                                                         
50: R41         Income Taxes (Tables)                               HTML    168K 
51: R42         Commitments and Contingencies (Tables)              HTML     67K 
52: R43         Common Stock and Share-Based Compensation (Tables)  HTML    125K 
53: R44         Employee Retirement Plans and Post-Retirement       HTML     40K 
                Medical Benefits (Tables)                                        
54: R45         Net Income per Share (Tables)                       HTML    154K 
55: R46         Accumulated Other Comprehensive Loss (Tables)       HTML     43K 
56: R47         Valuation and Qualifying Accounts (Tables)          HTML    100K 
57: R48         Summary of Significant Accounting Policies -        HTML     91K 
                Additional Information (Detail)                                  
58: R49         Estimated Useful Lives (Detail)                     HTML     50K 
59: R50         Inventories - Components of Inventories (Detail)    HTML     41K 
60: R51         Inventories - Additional Information (Details)      HTML     30K 
61: R52         Summary of Prepaid Expenses and Other Current       HTML     41K 
                Assets (Detail)                                                  
62: R53         Summary of Property, Plant and Equipment (Detail)   HTML     50K 
63: R54         Property, Plant and Equipment - Additional          HTML     35K 
                Information (Detail)                                             
64: R55         Leases - ROU assets and lease liabilities (Detail)  HTML     50K 
65: R56         Leases - Gross Value of Accumulated Depreciation    HTML     34K 
                Of Right Of Use Assets (Details).                                
66: R57         Leases - Components of lease cost (Detail)          HTML     43K 
67: R58         Leases - Additional Information (Details)           HTML     29K 
68: R59         Leases - Maturities of lease liabilities (Detail)   HTML     74K 
69: R60         Goodwill and Intangible Assets - Additional         HTML     43K 
                Information (Detail)                                             
70: R61         Goodwill and Intangible Assets - Schedule of        HTML     39K 
                Intangible Assets (Detail)                                       
71: R62         Goodwill and Intangible Assets - Schedule of        HTML     43K 
                Amortization Expense (Detail)                                    
72: R63         Third-Party Production Prepayments (Detail)         HTML     57K 
73: R64         Third-Party Production Prepayments - Schedule of    HTML     40K 
                Expected Shortfall Fees to be Incurred (Detail)                  
74: R65         Summary of Accrued Expenses and Other Current       HTML     45K 
                Liabilities (Detail)                                             
75: R66         Revolving Line of Credit - Additional Information   HTML     68K 
                (Detail)                                                         
76: R67         Significant Components of Income Tax (Benefit)      HTML     50K 
                Provision (Detail)                                               
77: R68         Reconciliations to Statutory Rates (Detail)         HTML     52K 
78: R69         Significant Components of Company's Deferred Tax    HTML     66K 
                Assets and Liabilities (Detail)                                  
79: R70         Income Taxes - Additional Information (Detail)      HTML     47K 
80: R71         Reconciliation of Unrecognized Tax Benefits         HTML     39K 
                (Detail)                                                         
81: R72         Commitments and Contingencies - Summary of          HTML     50K 
                Non-cancelable Contractual Obligations (Detail)                  
82: R73         Commitments and Contingencies - Additional          HTML     40K 
                Information (Detail)                                             
83: R74         Fair Value Measurements - Additional Information    HTML     33K 
                (Detail)                                                         
84: R75         Common Stock and Share-Based Compensation -         HTML    146K 
                Additional Information (Detail)                                  
85: R76         Common Stock and Share-Based Compensation -         HTML     83K 
                Summary of Stock Options under Employee Equity                   
                Incentive Plan and Stock Option Plan for                         
                Non-Employee Directors (Detail)                                  
86: R77         Common Stock and Share-Based Compensation -         HTML     38K 
                Stock-Based Compensation Expense Included in                     
                Operating Expenses (Detail)                                      
87: R78         Common Stock and Share-Based Compensation -         HTML     40K 
                Summary Of Weighted Average Assumptions used to                  
                Estimate Fair Value of Stock Options (Detail)                    
88: R79         Common Stock and Share-Based Compensation -         HTML     49K 
                Summary of Vesting Activities for Investment Share               
                Program and Restricted Stock Awards (Detail)                     
89: R80         Employee Retirement Plans and Post-Retirement       HTML     84K 
                Medical Benefits - Additional Information (Detail)               
90: R81         Funded Status of Retiree Medical Plan (Detail)      HTML     34K 
91: R82         Net Income per Share - Computation of Earnings Per  HTML     74K 
                Share, Basic (Detail)                                            
92: R83         Net Income per Share - Computation of Diluted Net   HTML     73K 
                Income Per Share (Detail)                                        
93: R84         Net Income per Share - Additional Information       HTML     48K 
                (Detail)                                                         
94: R85         Components of Accumulated Other Comprehensive Loss  HTML     40K 
                (Detail)                                                         
95: R86         Summary of Valuation and Qualifying Accounts        HTML     50K 
                (Detail)                                                         
96: R87         Licensing Agreements - Additional Information       HTML     38K 
                (Detail)                                                         
97: R88         Related Party Transactions - Additional             HTML     45K 
                Information (Detail)                                             
98: R89         Subsequent Events - Additional Information          HTML     35K 
                (Detail)                                                         
100: XML         IDEA XML File -- Filing Summary                      XML    194K  
103: XML         XBRL Instance -- sam-20231230_htm                    XML   2.95M  
99: EXCEL       IDEA Workbook of Financial Report Info              XLSX    189K 
 9: EX-101.SCH  XBRL Taxonomy Extension Schema With Embedded         XSD   5.09M 
                Linkbases Document -- sam-20231230                               
101: JSON        XBRL Instance as JSON Data -- MetaLinks              758±  1.18M  
102: ZIP         XBRL Zipped Folder -- 0000950170-24-021189-xbrl      Zip    592K  


‘EX-97.1’   —   Clawback Policy re: Recovery of Erroneously Awarded Compensation


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  EX-97.1  

EXHIBIT 97.1

 

The Boston Beer Company, Inc.

Clawback Policy

 

1.
Introduction. The Board of Directors (the "Board") of The Boston Beer Company, Inc. (the “Company”) believes that it is in the best interests of the Company to maintain a culture that emphasizes integrity and accountability and that reinforces the Company's pay-for-performance compensation philosophy. The Board has therefore adopted this Clawback Policy (the "Policy"), which provides for the recoupment of certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under federal securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (a “Restatement”).

 

2.
Administration. This Policy shall be administered by the Board’s Compensation Committee (the “Committee”). Any determinations made by the Committee shall be final and binding.

 

3.
Covered Executives. This Policy applies to any person, who is or was an “Executive Officer,” as such term is defined in Rule 10D-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 303A.14 of the New York Stock Exchange (“NYSE”) listing standards ("Covered Executives").

 

4.
Recoupment; Accounting Restatement. In the event the Company is required to prepare a Restatement, the Committee will require the reasonably prompt recovery of any excess Incentive Compensation received by any Covered Executive, without regard to whether or not the Covered Executive committed any misconduct that led to the Restatement.

 

5.
Incentive Compensation. For purposes of this Policy, “Incentive Compensation” means any compensation that is granted, earned, or vested, based wholly or in part on the attainment of a financial reporting measure, including but not limited to cash bonuses, stock options, and restricted stock. Examples of “financial reporting measures” include but are not limited to depletions, earnings, EBIT, EBIDTA, EPS, revenue, revenue growth, resource efficiency, company stock price, total shareholder return, net income, and liquidity measures.

 

6.
Excess Incentive Compensation: Amount Subject to Recovery. The amount to be recovered will be the excess of the Incentive Compensation received by the Covered Executive based on the erroneous data that led to the need for the Restatement, over the Incentive Compensation that would have been paid to the Covered Executive had it been based on the restated results, computed without regard to any taxes paid, all as determined by the Committee. If the Committee cannot determine the amount of excess Incentive Compensation received by the Covered Executive directly from the information in the Restatement, then it will make its determination based on a reasonable estimate of the effect of the Restatement. The Committee shall document the analysis underlying its reasonable estimate and provide such documentation to the NYSE as required. For purposes of this Policy, excess Incentive Compensation will be deemed to be received in the fiscal period during which the financial reporting measure specified in the applicable Incentive Compensation award is attained, even if the payment or grant occurs after the end of that period.

 

For purposes of this Policy, the recoverable excess Incentive Compensation shall be all excess Incentive Compensation received on or after the Effective Date of this Policy set forth below by a Covered Executive: who served as an Executive Officer at any time during the performance period for the applicable Incentive Compensation, if the Company has a class of securities listed on a national securities exchange or a national securities association during such performance period or at any time during the three completed fiscal years immediately preceding the date that the Company is required to prepare a Restatement, including any applicable transition period that results from a change in the Company’s fiscal year within or immediately following those three completed fiscal years.

 

For this purpose, the Company is deemed to be required to prepare a Restatement on the earlier of: (i) the date the Board, or the Company’s officers authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare a Restatement; and/or (ii) the date a court, regulator or other legally authorized body directs the Company to prepare a Restatement. The Company’s obligation to recover excess Incentive Compensation is not dependent on if or when the restated financial statements are filed with the Securities and Exchange Commission (“SEC”).

 

7.
Method of Recoupment. The Committee will determine, in its sole discretion, the method for recouping Incentive Compensation hereunder which may include, without limitation: requiring reimbursement of incentive cash compensation previously paid; seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer, or other disposition of any equity-based awards; offsetting the recouped amount from any compensation otherwise owed by the Company to the Covered Executive; cancelling outstanding vested or unvested equity awards; and/or taking any other remedial and recovery action permitted by law, as determined by the Committee.

 

8.
No Indemnification. The Company shall not indemnify any Covered Executives against the loss of any incorrectly awarded Incentive Compensation.

 

9.
Interpretation. The Committee is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy. It is intended that this Policy be interpreted in a manner that is consistent with the requirements of Section 10D of the Exchange Act and any applicable rules or standards adopted by the SEC and/or NYSE.

 

10.
Effective Date. This Policy replaces the 2006 Executive Compensation Recovery Policy in its entirety, shall be effective on October 2, 2023, and shall apply to Incentive Compensation that is approved, awarded, or granted to Covered Executives on or after that date.

 

11.
Amendment; Termination. The Committee may amend this Policy from time to time in its discretion and shall amend this Policy as it deems necessary to maintain compliance with the regulations adopted by the SEC and NYSE. The Committee may terminate this Policy at any time.

 

12.
Other Recoupment Rights. The Committee intends that this Policy will be applied to the fullest extent of the law. The Committee may require that any employment agreement, equity award agreement, or similar agreement entered into on or after the Effective Date shall, as a condition to the grant of any benefit thereunder, require a Covered Executive to agree to abide by the terms of this Policy. Any right of

 


 

recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company pursuant to the terms of any similar policy in any employment agreement, equity award agreement, or similar agreement and any other legal remedies available to the Company.

 

13.
Impracticability. The Committee shall recover any excess Incentive Compensation in accordance with this Policy unless such recovery is impracticable, as determined by the Committee in accordance with SEC and NYSE rules.

 

14.
Successors. This Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators, or other legal representatives.

 

 

Acknowledgement

 

By signing below, the undersigned Covered Executive acknowledges that: (a) they have received and reviewed a copy of this Policy; (b) they are and will continue to be subject to the Policy both during and after their employment with the Company; and (c) they will abide by the terms of the Policy, including, without limitation, by returning any excess Incentive Compensation to the Company to the extent required by, and in a manner consistent with, the Policy.

 

 

Signature

 

 

Print Name

 

 

Date

 



Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:2/27/248-K
For Period end:12/30/23
10/2/23
 List all Filings 


17 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 7/24/23  Boston Beer Co. Inc.              8-K:5,9     7/21/23   12:260K                                   Donnelley … Solutions/FA
 5/22/23  Boston Beer Co. Inc.              8-K:5,8,9   5/16/23   12:295K                                   ActiveDisclosure/FA
 5/16/23  Boston Beer Co. Inc.              8-K:5,8,9   5/12/23   11:210K                                   ActiveDisclosure/FA
12/22/22  Boston Beer Co. Inc.              8-K:1,2,9  12/16/22   11:1.7M                                   ActiveDisclosure/FA
 2/17/21  Boston Beer Co. Inc.              10-K       12/26/20  110:16M                                    ActiveDisclosure/FA
 2/19/20  Boston Beer Co. Inc.              10-K       12/28/19  112:14M                                    Donnelley … Solutions/FA
 7/25/19  Boston Beer Co. Inc.              10-Q        6/29/19   69:7.5M                                   Donnelley … Solutions/FA
 5/09/19  Boston Beer Co. Inc.              8-K:1,8     5/08/19    9:2M                                     Donnelley … Solutions/FA
 3/26/19  Boston Beer Co. Inc.              8-K:5,9     3/26/19    2:45K                                    ActiveDisclosure/FA
12/21/18  Boston Beer Co. Inc.              8-K:5,9    12/20/18    2:176K                                   ActiveDisclosure/FA
 2/16/18  Boston Beer Co. Inc.              8-K:5       2/13/18    3:85K                                    Donnelley Fi… Express/FA
 7/21/16  Boston Beer Co. Inc.              10-Q        6/25/16   49:2.7M                                   Donnelley … Solutions/FA
 2/18/16  Boston Beer Co. Inc.              10-K       12/26/15  104:6.9M                                   Donnelley … Solutions/FA
 5/10/07  Boston Beer Co. Inc.              10-Q        3/31/07    8:266K                                   Bowne of Boston/FA
 5/11/06  Boston Beer Co. Inc.              10-Q        4/01/06    6:386K                                   Bowne of Boston/FA
 5/05/05  Boston Beer Co. Inc.              10-Q        3/26/05    6:180K                                   Bowne of Boston/FA
 8/10/98  Boston Beer Co. Inc.              10-Q        6/27/98    6:116K                                   Donnelley Fin’l S… 07/FA
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