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Boston Beer Co. Inc. – ‘DEF 14A’ for 5/7/24

On:  Thursday, 3/28/24, at 9:10am ET   ·   For:  5/7/24   ·   Accession #:  1308179-24-337   ·   File #:  1-14092

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 3/28/24  Boston Beer Co. Inc.              DEF 14A     5/07/24   11:5.5M                                   Labrador Co./FA

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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.  )

Filed by the Registrant

Filed by a Party other than the Registrant

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 ss.240.14a-12

 i THE BOSTON BEER COMPANY, INC.

(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):
	No fee required
	Fee paid previously with preliminary materials
	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Dear

Fellow Stockholder

Jim Koch

Founder, Brewer, and Chairman of the Board

March 28, 2024

It is my pleasure to invite you to attend our 2024 Annual Meeting of Stockholders on Tuesday, May 7, 2024, at 3:00 p.m. ET at our Samuel Adams Boston Taproom, located at 60 State Street in Boston, Massachusetts. At the Annual Meeting you will be asked to elect three Class A Directors and cast an advisory vote on executive compensation. As the holder of the voting rights of the Company’s Class B Common Stock, I will elect five Class B Directors, with a sixth Class B seat remaining vacant pending the results of our search for a new independent Director, as discussed further below, and cast a vote to ratify the selection of our independent registered public accounting firm. As requested elsewhere in the accompanying materials, please submit your proxy as soon as possible.

As you may have read in our Annual Report and will read in this Proxy Statement, we continue to have a broad portfolio of healthy brands that we believe will drive our growth into the future. We have the #1 flavored malt beverage in Twisted Tea, the #2 hard seltzer in Truly, the #1 hard cider in Angry Orchard, and two strong, established beer brands in Samuel Adams and Dogfish Head, as well as some exciting new innovations on the horizon. We are proud to have again been named the number one beer industry supplier in the Tamarron Survey in 2023, the annual poll of beer distributors conducted by Tamarron Consulting, a consulting firm specializing in alcohol beverage distribution. It was our sixth number one ranking in a row and twelfth in the last fourteen years.

We have experienced a few changes to our leadership team since last year’s Proxy Statement.

The most recent change was our CEO Dave Burwick’s decision to step down from that post and from the Board, effective at the end of March, as we reported on February 27. As we also reported at that time, Dave will be succeeded as CEO by Michael Spillane, who has served on our Board since 2016. Michael is standing for reelection to the Board, but as a Class B Director, also succeeding Dave in that capacity. Cindy Swanson, who was appointed to the Board as a Class B Director last July 1 to fill the vacancy created by Michael Lynton’s decision not to stand for reelection is standing for reelection to the Board, but as a Class A Director. You will find details on Cindy’s background and qualifications to serve on our Board and on our other seven incumbent Directors who are up for reelection elsewhere in this Proxy Statement.

In other changes, John Geist, our Chief Sales Officer, retired from that position effective December 31, 2023. While he will remain with the Company in a senior advisory role, we will miss the strength, leadership, and experience John brought heading our sales team over the last twenty-five years. We appointed Mike Crowley as our Chief Sales Officer effective January 1, 2024. Mike has significant industry experience – he has been with Boston Beer since November 1996, most recently serving in the role of Atlantic Division Senior Sales Director since 2014.

Additionally, we added two new members to our Executive Leadership Team in 2023.

In May, we hired Phil Hodges as our Chief Supply Chain Officer, overseeing the Company’s integrated supply chain, including brewery management, procurement, customer service, engineering, safety, quality, and planning. He has over 30 years of senior operations experience in the consumer-packaged goods industry. Prior to commencing the role of CSCO, Phil had been a supply chain management advisor to the Company since May 2022.

In September, Diego Reynoso joined Boston Beer as our new Chief Financial Officer. Diego has over 25 years of experience in finance and operations in the alcoholic beverage and food industry. Most recently, he served as the Chief Financial Officer of the Prepared Foods division of Tyson Foods. From 2017 to 2021, he served as Senior Vice President and Chief Financial Officer of the $5 billion beer division of Constellation Brands.

At the Annual Meeting each year, it is always a pleasure for me to share Company news with you and, of course, samples of the products that we believe will support our long-term growth. More importantly, the meeting is an opportunity for you to ask questions and express opinions about the Company, regardless of the number of shares that you own. I am especially excited about holding the meeting at the Samuel Adams Boston Taproom again this year. We strongly encourage the use of public transportation due to parking limitations in the Faneuil Hall area.

The Proxy Statement and Boston Beer’s Annual Report for the fiscal year ended December 30, 2023 are available at investors.bostonbeer.com. On behalf of the Board of Directors and Boston Beer’s Executive Leadership Team, I thank you for your continued confidence and support of Boston Beer and our products.

Cheers!

Jim Koch

Founder, Brewer, and Chairman of the Board

Notice of the 2024

Annual Meeting of Stockholders

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on May 7, 2024

 

BY INTERNET You may vote your shares via the internet by following the instructions provided in the Notice. To vote by the internet, go to www.envisionreports/sam and follow the steps outlined on the secured website.	BY TELEPHONE You may vote your shares by telephone by following the instructions provided in the Notice. To vote by telephone, call toll free at 1-800-652-8683.	BY MAIL If you received printed copies of the Proxy Materials, you may vote by completing, signing, and dating the Proxy Card and returning it in the prepaid envelope.	AT THE ANNUAL MEETING You may vote in person at the Annual Meeting. If you voted via proxy before the meeting, you must revoke it in order to vote in person. If you need to revoke your proxy, please consult with a Boston Beer representative upon admission to the Annual Meeting.

 

The Notice of Annual Meeting, Proxy Statement, and the Annual Report to Stockholders (the “Proxy Materials”) are available at investors.bostonbeer.com.

	THE BOSTON BEER COMPANY, INC.		2024 Proxy Statement		5

of Contents

Proxy Summary

This summary highlights information contained elsewhere in this Proxy Statement but does not contain all of the information that you should consider regarding the proposals for this Annual Meeting. We recommend that you read the entire Proxy Statement before casting your vote.

Online Availability of Proxy Materials

Your proxy is being solicited for the 2024 Annual Meeting of Stockholders of The Boston Beer Company, Inc. A Notice of the Online Availability of Proxy Materials has been mailed to all Stockholders of Record advising that they can: (1) view all Proxy Materials online; and (2) request a paper or email copy of the Proxy Materials free of charge. We encourage stockholders to access their Proxy Materials online to reduce the environmental impact and cost of our proxy solicitation.

Eligibility to Vote

Only Stockholders of Record are eligible to vote at the Annual Meeting. You can vote if you held shares of Class A or Class B Common Stock as of the close of business on Wednesday, March 13, 2024. Each outstanding share of Boston Beer’s Class A and Class B Common Stock entitles the stockholder to one (1) vote on each matter properly brought before the respective class.

Note Regarding Forward-Looking Statements

This Proxy Statement contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may appear throughout this Proxy Statement, including but not limited to the Compensation Discussion and Analysis, or the “CD&A.” These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties that may cause actual results to differ materially. We describe risks and uncertainties that could cause actual results and events to differ materially in our Forms 10-K and 10-Q filed with the Securities and Exchange Commission (“SEC”). We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise.

2023 Business Results

The Company’s flavored malt beverages, hard seltzers, beers, and hard ciders are primarily positioned in the market for High End beer occasions. The Company defines “High End” beers as including hard seltzer and flavored malt beverages, craft beers, domestic specialty beers, and most imported beer and hard cider that are called for by a High-End beer drinker occasion. High End beers and beer occasions are determined by higher price, quality, image, and taste, as compared with regular domestic beers. The Company’s business goal is to become the leading supplier in the High End and Beyond Beer categories by creating and offering high quality alcohol beverages. “Beyond Beer” includes flavored malt beverages, hard seltzers, hard cider, spirits RTDs, and other emerging beverages. With the support of a large, well-trained sales organization and world-class brewers, the Company strives to achieve this goal by offering consumer-responsive beverages, increasing brand availability and awareness through traditional media and digital advertising, point-of-sale, promotional programs, and drinker education and engagement.

During the Company’s fiscal period ended December 30, 2023 (“Fiscal Year 2023”), the market for hard seltzer products continued to experience declines after significant growth from 2016 through early 2021. The Fiscal Year 2023 decline negatively impacted the Company’s volume of production and shipments. Fiscal Year 2023 included 52 weeks and is compared to the fiscal period ended December 31, 2022 (“Fiscal Year 2022”), which included 53 weeks.

	THE BOSTON BEER COMPANY, INC.		2024 Proxy Statement		7

Our business results for Fiscal Year 2023 were as follows:

Voting Matters and Board Recommendations

Board Nominees

CLASS A DIRECTOR NOMINEES

Abbreviations: Audit=Audit Committee; Comp=Compensation Committee; NomGov=Nominating/Governance Committee

* Interim Lead Director as of April 1, 2024   ** Lead Director through March 31, 2024

www.bostonbeer.com		THE BOSTON BEER COMPANY, INC.		2024 Proxy Statement		8

In March 2023, then-Class B Director Michael Lynton informed the Company of his intention not to stand for reelection at the 2023 Annual Meeting. Accordingly, that role was vacant as of the May 2023 Annual Meeting of Stockholders, at which time the Board continued to fix the number of Directors at nine while searching for Mr. Lynton’s successor. On June 26, 2023, the Board, acting in accordance with its authority under the Company’s By-Laws, filled the vacancy by announcing the appointment of Ms. Swanson as a Class B Director effective as of July 1, 2023.

In February 2024, at the time of Mr. Burwick’s announcement that he intended to step down, the Board determined to: (1) nominate Ms. Swanson as a Class A Director and Mr. Spillane as a Class B Director at the 2024 Annual Meeting; (2) leave a Class B vacancy that will be filled upon the identification of an appropriate candidate; and (3) continue to fix the number of Directors at nine. At that time, it was also determined that Ms. Joyce would be appointed Interim Lead Director and Mr. Valette would be appointed as a member of the Compensation Committee, each appointment to be effective as of April 1, 2024. Mr. Spillane will not be independent as of April 1 and will step down from his committees.

A search is ongoing to fill the vacancy left by Mr. Burwick’s pending departure. Pursuant to our By-Laws, the full Board of Directors has the authority to fill the open seat if a new Director is identified after the 2024 Annual Meeting and before the 2025 Annual Meeting, with the new Director then subject to the approval of the Class B Stockholder at the 2025 Annual Meeting.

Named Executive Officers

For Fiscal Year 2023, Boston Beer’s “Named Executive Officers,” or “NEOs,” were President and Chief Executive Officer David A. Burwick, Treasurer and Chief Financial Officer Diego Reynoso, Chief Accounting Officer and Vice President of Finance Matthew D. Murphy, and our next three most-highly compensated Executive Officers, namely Chief Supply Chain Officer Philip A. Hodges, Chief Sales Officer John C. Geist, and Chief Marketing Officer Lesya Lysyj. Additionally, pursuant to 17 CFR § 229.402, former Treasurer and Chief Financial Officer Frank H. Smalla qualifies as an NEO for Fiscal Year 2023. Mr. Smalla stepped down from his position as Treasurer and Chief Financial Officer effective as of March 6, 2023, remaining with the Company in an advisory role through April 14, 2023.

Mr. Murphy served as the Company’s interim Chief Financial Officer from March 7, 2023 until September 4, 2023. Mr. Geist retired from his position of Chief Sales Officer effective December 31, 2023, and remains with the Company as a Senior Sales Advisor. He ceased being an Executive Officer of the Company after December 31, 2023.

Executive Compensation

Boston Beer’s executive compensation program seeks to attract, develop, engage, and reward highly talented executives with an overall compensation package that provides strong performers the opportunity to earn competitive compensation over the long term through a combination of base salary, cash incentives, and equity awards. The program focuses on “pay for performance” through cash bonuses linked to company performance targets and equity awards with both performance-based vesting tied to key metrics and time-based vesting linked to continued employment. We believe that executive compensation should be aligned with achieving the Company’s strategic goals and delivering strong Company performance, both in terms of growth and long-term stockholder value.

Boston Beer is dedicated to having effective corporate governance standards in place around our executive compensation program. Some highlights of those standards include:

	THE BOSTON BEER COMPANY, INC.		2024 Proxy Statement		9

2023 Compensation of President & CEO David A. Burwick

Mr. Burwick’s compensation in 2023 included a base salary, a performance-based cash bonus, and two annual equity grants awarded pursuant to the Company’s long-term equity program. The mix of his total compensation for 2023 is set forth below:

President & CEO David A. Burwick
2023 Total Compensation Mix

Each of the categories of Mr. Burwick’s compensation mix are described in detail in the CD&A section of this Proxy Statement under the heading “Compensation of David A. Burwick, President & Chief Executive Officer.” Included in that discussion are the establishment of Mr. Burwick’s base salary, his achievement on the 2023 Bonus Scale, and the grant of his annual equity awards, all of which were approved by the Compensation Committee and the full Board of Directors. The Compensation Committee believes that Mr. Burwick’s compensation package is structured in a way that provides him with appropriate incentives and rewards for superior performance and increasing stockholder value.

Mr. Burwick’s compensation was a topic of discussion with stockholders following our 2023 non-binding Say-on-Pay resolution, which received a favorable vote of 91.7% of the votes cast. Our stockholder outreach and engagement efforts prior to and following that result are discussed in detail under the heading “Stockholder Engagement” below.

www.bostonbeer.com		THE BOSTON BEER COMPANY, INC.		2024 Proxy Statement		10

Other Named Executive Officer 2023 Compensation Mix

The mix of 2023 potential compensation of our Named Executive Officers, other than Mr. Burwick, was also consistent with the goals of our executive compensation program. For example, as shown in the adjacent chart, variable compensation, in the form of equity awards and performance-based bonus potential, provided approximately 81% of total potential compensation, in the aggregate, of our other Named Executive Officers.

OTHER NEO TARGET COMPENSATION MIX IN 2023

The actual compensation paid to each of our Named Executive Officers in 2023 is discussed in the CD&A. Of the total compensation potential of our other Named Executive Officers for 2023, base salary constituted 4% to 37%, performance bonus potential based on 2023 performance constituted 2 to 23%, and equity compensation constituted 38% to 86%. For the purposes of these calculations, “other compensation” includes but is not limited to $600,000 in relocation assistance paid to Mr. Reynoso in connection with his recruitment and hiring and $645,500 in consulting fees paid to Mr. Hodges in 2023 prior to his hiring as a full-time employee in July 2023.

As discussed in more detail in the CD&A, Mr. Smalla received a base salary of $184,969 for service in 2023 through April 14, but he did not receive a cash bonus for 2023 performance.

	THE BOSTON BEER COMPANY, INC.		2024 Proxy Statement		11

Nominees for Board of Directors

The nominees for election to our Board of Directors at the Annual Meeting are identified below. They are being nominated as Class A or Class B Directors, as noted, to serve for a one-year term ending at the close of the 2024 Annual Meeting. Each has been nominated in accordance with our Articles of Organization, By-Laws, and Corporate Governance Guidelines. As discussed in more detail below, each nominee has extensive business and senior management experience, and together they collectively represent a group of individuals with diverse skills and experience in the areas that we consider to be critical to our business, including the alcohol beverage industry, marketing and brand development, operations and supply chain management, finance, sales, corporate governance, human capital, entrepreneurship, and general enterprise management.

When Mr. Burwick steps down from the Board and Mr. Spillane succeeds him as CEO, the composition of the Board will not meet the independence requirements of the New York Stock Exchange (“NYSE”). At that time, only four of our incumbent members of the Board - Ms. Joyce, Mr. Nemeth, Ms. Swanson and Mr. Valette - will have no material relationship with Boston Beer, either directly or indirectly as a partner, stockholder, or officer of an organization that has a material relationship with the Company. This non-compliance will continue through the election of the eight Directors standing for reelection, who are named in this Proxy Statement. As mentioned above, the Board has determined to continue to set the number of Directors on the Board at nine, leaving a Class B vacancy to be filled upon the identification of an appropriate candidate. It is anticipated that the candidate so identified will be independent and that the Board will meet the NYSE’s independence requirements once the candidate is appointed to fill the vacancy.

www.bostonbeer.com		THE BOSTON BEER COMPANY, INC.		2024 Proxy Statement		12

Nominees for Class A Director

We recommend that the Class A Stockholders vote “FOR ALL” nominees.

	THE BOSTON BEER COMPANY, INC.		2024 Proxy Statement		13

www.bostonbeer.com		THE BOSTON BEER COMPANY, INC.		2024 Proxy Statement		14

Nominees for Class B Director

	THE BOSTON BEER COMPANY, INC.		2024 Proxy Statement		15

www.bostonbeer.com		THE BOSTON BEER COMPANY, INC.		2024 Proxy Statement		16

	THE BOSTON BEER COMPANY, INC.		2024 Proxy Statement		17

Corporate Governance – Our Board of Directors

Board Governance

We are committed to having effective corporate governance and the highest ethical standards, because we believe that these values support our long-term performance. Our Articles of Organization, By-Laws, Corporate Governance Guidelines, the charters of the Board’s committees, and our Code of Business Conduct and Ethics provide the framework of our corporate governance standards. These documents are available on the Governance Documents tab of the Investor Relations section of our website, investors.bostonbeer.com, and are also available in print by request. Requests should be directed to the attention of Investor Relations, The Boston Beer Company, Inc., One Design Center Place, Suite 850, Boston, Massachusetts 02210.

Director Independence

As noted earlier, while, as of the mailing of this Proxy Statement, five of our current nine Directors are independent. Once Mr. Burwick steps down from the Board on March 31 and is succeeded as CEO by Mr. Spillane on April 1, only four of our eight Directors will be independent. If all of the Director nominees standing for reelection are reelected, the Board will remain one independent Director short of meeting the majority independence requirement until the ongoing Director search is completed and the Class B Director vacancy is filled.

Only independent Directors may serve as members of our Audit, Compensation, and Nominating/Governance Committees or as Lead Director.

Board Leadership Structure

Since 2001, Boston Beer has separated the roles of CEO and Chairman. We believe that this strengthens the Company by allowing the CEO to focus on the day-to-day management of the business and the Chairman to focus on issues of product quality and innovation, overall brand strategy, and supply chain operations. The Chairman continues to be active on a daily basis in our business, but with more focus in critical areas of the business and outreach, including participation in industry trade associations. Both the Chairman and the CEO participate fully in deliberations of the Board of Directors.

In May 2013, the non-employee members of the Board of Directors voted to establish the position of Lead Director and adopted a charter for the position. The role of the Lead Director is to serve in a leadership capacity to coordinate the activities of the other Non-Employee Directors, including but not limited to: (i) presiding at meetings of the Board in the absence of, or upon the request of, the Chairman; (ii) presiding over all executive sessions of the Board at Board meetings; (iii) reviewing Board agendas and recommending matters for the Board to consider; (iv) serving as a liaison between Directors and the Chairman and CEO without inhibiting direct communications among the Chairman, CEO, and other Directors; and (v) advising the Board concerning the retention of advisors and consultants who report directly to the Board. As noted earlier, Ms. Joyce has been appointed interim Lead Director to serve once Mr. Spillane’s tenure as President and CEO begins.

Executive Sessions of the Board

The Directors meet in executive sessions as part of each regularly scheduled Board meeting. A portion of each executive session includes the CEO, the Chairman, Mr. Calagione, and the Company’s Chief Legal Officer & General Counsel, but not other members of management. Other portions of each executive session may include all Directors other than the CEO or only the independent Directors. The Lead Director leads these sessions and reports back to the Chairman and the CEO regarding these executive session discussions. Since 2021, the Chair of the Nominating/Governance Committee has joined the Lead Director in reporting back to the Chairman and the CEO. The independent Directors met formally in executive sessions four times during Fiscal Year 2023.

www.bostonbeer.com		THE BOSTON BEER COMPANY, INC.		2024 Proxy Statement		18

Board Risk Oversight

The Board as a whole has ultimate responsibility for risk oversight. It exercises this oversight function through its standing committees, each of which has primary risk oversight accountability with respect to all matters within the scope of its responsibilities, as set forth in its charter. As further described below under the headings “Audit Committee”, “Compensation Committee”, and “Nominating/Governance Committee”, the Audit Committee and management regularly discuss Boston Beer’s risk assessment and risk management programs and processes, the Compensation Committee reviews the risks associated with our compensation practices, and the Nominating/Governance Committee reviews risks associated with our governance practices.

Board Meetings and Attendance

We believe that all members of the Board of Directors should attend and actively participate in meetings of the Board and of its committees. Directors are also strongly encouraged to attend the annual meetings of stockholders.

During Fiscal Year 2023, there were five regular meetings of the Board of Directors. Each Director attended at least 75% of the aggregate of the meetings of the Board of Directors and the meetings of the committees on which they served. All Directors attended the 2023 Annual Meeting of Stockholders.

Communications with the Board

Stockholders and other interested parties may communicate with the Board of Directors or any individual Director by submitting an email to the Company’s Board at bod@bostonbeer.com. Communications that are intended specifically for the independent Directors should be sent to the email address above to the attention of the Lead Director.

Board Committees

Committee Structure

There are three standing committees of the Board of Directors: the Audit Committee, the Compensation Committee, and the Nominating/ Governance Committee. The membership of these committees is limited to independent Directors. Membership of the committees as of the mailing of this Proxy Statement is outlined in the below chart:

Director		Audit		Compensation		Nom/Gov
Meghan V. Joyce						Chair
Julio N. Nemeth				Chair
Michael Spillane
Cynthia L. Swanson
Jean-Michel Valette		Chair

As noted above, in connection with Mr. Spillane’s appointment as CEO, he will no longer be independent as of April 1, 2024 and will accordingly step down from his committees at that time. Effective as of that date, Mr. Valette has been appointed as a member of the Compensation Committee. Committee assignments to take effect immediately following the 2024 Annual Meeting of Stockholders will be determined by the Nominating/Governance Committee at that time. Mr. Burwick, Mr. Calagione, Ms. Fisher, and Mr. Koch are not independent Directors and therefore are not eligible to serve on any of the Board’s committees.

Each of the committees operates under a written charter adopted by the Board, reviews its charter annually, and makes recommendations for revisions to the Board as appropriate. Additionally, each year the Nominating/Governance Committee formally reviews its performance as well as the adequacy of our Corporate Governance Guidelines, recommending any necessary changes to the full Board for approval. The Nominating/ Governance Committee also oversees the annual self-evaluation process for the full Board and each of the standing committees. Copies of the Corporate Governance Guidelines and respective charters, as amended and currently in effect, are available on the Governance Documents tab of the Investor Relations section of our website, investors.bostonbeer.com. The function of each committee is described below.

	THE BOSTON BEER COMPANY, INC.		2024 Proxy Statement		19

Audit Committee

In accordance with its charter, the Audit Committee assists the Board in fulfilling its responsibility to oversee management’s conduct of Boston Beer’s financial reporting process, including overseeing the financial reports and other financial information provided by the Company’s internal accounting and financial control systems and the annual independent audit of the Company’s financial statements. The Audit Committee also appoints, evaluates, and determines the compensation of the Company’s independent registered public accounting firm; reviews and approves the scope of the annual audits of the Company’s financial statements and its internal controls over financial reporting; pre-approves all other audit and non-audit services provided to the Company by the independent auditors; reviews the Company’s disclosure controls and procedures; and reviews other enterprise risks that may have a significant impact on the Company. Each year, the Audit Committee issues an annual report for inclusion in the Proxy Statement in cooperation with the Corporate Secretary.

The Audit Committee oversees the Company’s approach to operational, governance, and other risks that could adversely affect Boston Beer’s business such as business continuity and cybersecurity. To fulfill these oversight responsibilities, at each of its regular meetings, the Audit Committee reviews and discusses potential material risks to the Company with Boston Beer’s Director of Risk Management & Internal Audit and with representatives of the Company’s independent registered public accounting firm. During those meetings, the Audit Committee also asks for and receives regular updates on steps taken to address those risks. Areas of focus in 2023 included consumer and coworker engagement, labor, litigation, initiative prioritization, cybersecurity, and business continuity. The Audit Committee endeavors to report any risks that it believes could have a material adverse impact on the Company to the full Board.

The Audit Committee also reviews and approves Rule 10b5-1 Plans related to the Company’s repurchase of its shares of Class A Common Stock (“Class A Shares”). In the event that an Audit Committee member has an individual Rule 10b5-1 Plan in place or the intent to sell Boston Beer stock during a corresponding time period, that member recuses themselves from discussions regarding the pricing parameters under the proposed Company 10b5-1 Plan.

The Board has determined that all three current members of the Audit Committee - Ms. Joyce, Ms. Swanson, and Mr. Valette - are “audit committee financial experts” as defined under SEC rules. The Audit Committee had four regular meetings in 2023. The Chairman, CEO, CFO, Chief Accounting Officer, and Chief Legal Officer & General Counsel attended each of the meetings but recused themselves when the Audit Committee met in executive sessions with the Director of Risk Management & Internal Audit or with representatives of the Company’s independent registered public accounting firm.

The Audit Committee Report is included in the Audit Information section of this Proxy Statement.

Compensation Committee

The Compensation Committee’s responsibility is to carry out the Board’s oversight of the compensation of our Directors and Executive Officers by evaluating and approving the Company’s compensation programs and policies for those positions. The Compensation Committee provides general oversight of our compensation structure, including the Company’s equity compensation plans; reviews and makes recommendations to the Board concerning policies or guidelines with respect to compensatory arrangements involving Directors and Executive Officers and their respective participation in the Company’s equity plans; reviews and approves Company goals and objectives relevant to the compensation of the Chairman, CEO, and other Executive Officers; evaluates performance against those goals; approves cash bonuses and sets salaries for the Chairman, CEO, and other Executive Officers; and determines the total compensation level and mix for the Chairman, CEO, and other Executive Officers.

In cooperation with our independent Directors, members of the Compensation Committee perform regular evaluations of the performance of the Chairman and the CEO, including obtaining feedback from other Executive Officers and a select group of senior managers.

The Compensation Committee also considers areas of risk that may arise from Boston Beer’s compensation practices, not only relating to Executive Officer compensation, but with respect to the Company’s overall compensation practices. In carrying out its responsibilities, the Compensation Committee reports to the full Board on a regular basis. In cooperation with the Corporate Secretary, the Compensation Committee also issues an annual report and approves the CD&A for inclusion in the Company’s proxy statement.

During Fiscal Year 2023, there were three regular meetings of the Compensation Committee. In addition to the Committee members, the Chairman, CEO, Chief People Officer, Chief Legal Officer & General Counsel, and Director of Total Rewards attended each of these meetings.

In recent years, the Compensation Committee has retained FW Cook, a nationally recognized executive compensation consulting firm, to provide competitive compensation information and analysis for our Executive Officers as compared to other similarly sized companies. As part of this retention, FW Cook shares benchmarking data regarding executive officer compensation.

The Compensation Committee is also responsible for providing guidance to the full Board of Directors and management on topics such as people and culture, development and training, succession planning, coworker engagement, and diversity, equity, and inclusion.

www.bostonbeer.com		THE BOSTON BEER COMPANY, INC.		2024 Proxy Statement		20

Nominating/Governance Committee

The Nominating/Governance Committee assists the Board by recommending nominees for election as Directors and nominees for each Board committee, evaluating the Board’s leadership structure, developing and recommending to the Board a set of corporate governance principles, overseeing an annual evaluation of the Board, overseeing the Company’s ongoing education program for Directors, and planning for Board succession.

The Committee, acting independently, but also in concert with Mr. Koch, who holds the voting rights to all shares of Class B Common Stock (“Class B Shares”), which entitle him to elect a majority of Board members under our By-Laws, regularly assesses the size and composition of the Board, including the experience, qualifications, attributes, and skills represented by current Board members and those that could enhance the overall breadth and strength of the Board. In order to help ensure the adequacy of our corporate governance policies, the Committee also reviews Director independence and any potential conflicts of interest; examines and discusses the analyses of Boston Beer’s corporate governance standards by proxy advisory firms; considers votes cast by stockholders; reviews communications with stockholders; and makes recommendations to management and/or the Board for governance improvements.

The Committee is also responsible for providing guidance to management on the Company’s social responsibility and environmental sustainability efforts, and helping to ensure that the full Board is made aware of and is properly addressing the environmental, social, and governance (“ESG”) issues that should influence the Company’s implementation of its ESG strategy.

During Fiscal Year 2023, there were four regular meetings of the Nominating/Governance Committee. In addition to the Committee members, the Chairman, CEO, Chief Legal Officer & General Counsel, and Corporate Secretary attended each of these meetings.

Consideration of Nominees for Director

The Nominating/Governance Committee regularly reviews the characteristics of the then-current Board and seeks to identify any perceived weakness or imbalance. In doing so, the Committee takes into consideration the results of skills gap analyses and the annual self-assessments performed by the Board and each of the standing committees and seeks input from all Directors on opportunities to strengthen the Board. The Committee then identifies the qualifications that a nominee for election as a Director should bring to the Board, including the diverse skill-sets, perspectives, and experiences that its members believe should be reflected on the Board as a whole. The Nominating/Governance Committee also confers with Mr. Koch as the holder of all voting rights to the Class B Shares.

Candidates may come to the attention of the Nominating/Governance Committee through a number of sources, including current Board members, professional search firms, stockholders, or other persons. Candidates are evaluated by the Nominating/Governance Committee and may be considered at any point during the year.

The Nominating/Governance Committee has discussed the topic of term limits and concluded that establishing formal term limits for Directors is not in the best interests of the Company at this time. The Committee has recently noted that half of the current Directors have served for five or fewer years, reflecting a healthy level of turnover. The Committee believes that any additional benefit of bringing “fresh eyes” to the Board would create a potential disadvantage of losing valuable contributions by Directors who have developed expansive knowledge of the Company and its operations, which the Committee believes has historically resulted in a higher level of overall Board effectiveness. The Nominating/Governance Committee uses the Board’s annual self-evaluation process to ensure that the Board is properly serving the Company.

The Nominating/Governance Committee considers diversity to be a critical factor in selecting Director nominees and remains committed to providing equal opportunities for all Directors, nominees, and qualified candidates regardless of race, color, religion, creed, gender, gender identity, sexual orientation, marital status, national origin, ancestry, age, disability, pregnancy, military service status or any other characteristic protected by state or federal law or local ordinance. The Nominating/Governance Committee views diversity broadly, taking gender, ethnicity, experience, skills, judgment, differences of viewpoint, location, education, and professional and industry experience into account, all in the context of the perceived needs of the Board at the relevant time. The Board believes that a diversity of perspectives results in more thoughtful deliberations. Additionally, the Board believes that it is important that the composition of the Board, the Company’s Executive Leadership Team (“ELT”), and the Company’s coworker base represent the diversity of the Company’s current and potential consumer base in the areas where we market and sell our products.

Since April 2018, the Nominating/Governance Committee has identified and recommended nominees to fill five Director vacancies. During that time, the Company and the Committee have urged our professional search firm to focus on bringing forth a diverse set of candidates to fill those vacancies. As of the mailing of this Proxy Statement, three of the nine members of the Board of Directors are female, and one of nine members self-identify as part of an underrepresented minority group.

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Stockholder Nominees

The policy of the Nominating/Governance Committee is to consider properly submitted stockholder nominations for candidates for membership on the Board, as described in the above section. The same process is used for evaluating a director candidate submitted by a stockholder as is used in the case of any other potential nominee. Any stockholder nominations proposed for consideration by the Nominating/Governance Committee should include the nominee’s name and qualifications for Board membership and should be addressed to:

Chair, Nominating/Governance Committee
c/o Corporate Secretary
The Boston Beer Company, Inc.
One Design Center Place, Suite 850
Boston, Massachusetts 02210

If Boston Beer receives a communication from a stockholder nominating a candidate that is not submitted as described above, it will forward such communication to the Chair of the Nominating/Governance Committee.

Stockholder Engagement

We believe it is crucial to engage actively with and receive feedback from our non-affiliated stockholders, particularly as it relates to matters of corporate governance, executive compensation, social responsibility, and other topics of importance to them. In recent years, we have reached out to our top stockholders to attempt to receive this type of feedback.

Since May 2018, we have reached out to our top institutional stockholders in April and October each year. Following that outreach, we hold in-person, telephonic, or video meetings with representatives from these stockholders. On the Boston Beer side, we generally make available for such meetings a Director, an Executive Officer, our Corporate Secretary, and a relevant subject matter expert on the topic of ESG. Topics of discussion range broadly, but often largely focus on executive compensation and ESG issues. Material non-public information such as undisclosed company performance is not discussed. Summaries of these discussions are shared with our Nominating/Governance Committee and the full Board of Directors.

In May 2023, the Company continued its stockholder outreach, reaching out to our top fifteen institutional stockholders, who then held approximately 61.7% of the Company’s outstanding Class A Shares. In October 2023, we again reached out to our top fifteen institutional stockholders, who then held approximately 55.8% of the Company’s outstanding Class A Shares. Over the course of 2023, we held virtual meetings with and received written feedback from several of these institutions, covering topics such as executive compensation, governance, diversity, human capital, and ESG. The results were reported to the Nominating/ Governance Committee and the full Board. Feedback topics and discussion points included:

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At the 2024 Annual Meeting, we will hold an advisory Say-on-Pay vote on the compensation of our Named Executive Officers, as we have done on an annual basis since 2011. The Compensation Committee will continue to consider the results of these advisory votes, as well as the valued feedback of stockholders, in evaluating our executive compensation and other policies.

Board Review of Related Party Transactions

Under our Code of Business Conduct and Ethics, our Directors, Executive Officers, and other coworkers are required to report any proposed related party transactions to our General Counsel’s Office, who will bring those concerns to the attention of the Audit Committee.

In 2017, the Board of Directors adopted a written Related Party Transactions Policy on the recommendation of the Audit Committee. The policy is intended to enable the Audit Committee to consider the approval and reporting of transactions between the Company and any of its Directors, Director Nominees, Executive Officers, or 5% Stockholders, or certain entities or persons related to them (each, a “Related Party”). The policy requires Directors, Director Nominees, and Executive Officers to report any potential material related party transaction between the Company on one hand and a Related Party on the other hand to the Company’s General Counsel, who will in turn refer the transaction to the Audit Committee for review. In considering whether to approve the transaction, the Audit Committee will weigh a number of factors, including but not limited to: (i) whether the terms of the transaction are fair to the Company and would be acceptable if the same transaction did not involve a Related Party; (ii) the nature of alternative transactions; (iii) Director independence; (iv) timely compliance with the approval process; (v) the potential for conflicts of interest; and (vi) the size and ongoing nature of the proposed transaction.

Since January 1, 2023, we have not entered into any material transaction with any Related Parties, nor do we currently have any proposed transactions in which Boston Beer is or was a participant and in which any such Related Party had or will have a direct or indirect material interest. However, as outlined below, in prior years we have entered into material agreements with Related Parties, some of which remained active agreements in 2023.

Mr. Calagione’s wife, Mariah Calagione (“Ms. Calagione”) is a coworker and at-will employee of the Company. In accordance with her employment agreement dated July 3, 2019, Ms. Calagione received total compensation of $297,740 in 2023, which included $229,351 earned in base salary and $55,000 in bonus for services provided in 2023, which bonus was paid in March 2024. She did not receive any equity awards in 2023 and was eligible for the same benefits as other coworkers.

Mr. and Ms. Calagione own Red Wagon LLC, which owns the land on which two Company-owned retail establishments in Rehoboth Beach, Delaware are located. The Company is party to two leases with Red Wagon LLC for these premises. Both leases commenced on July 1, 2019 with an expiration date of June 30, 2029. The combined monthly rent for the two leases is $29,043. The total amount paid by the Company to Red Wagon LLC in 2023 under these lease agreements was $348,516.

Mr. and Ms. Calagione also own Super Suite, LLC, which owns property and a cottage in Lewes, Delaware, near the Company-owned Dogfish Inn. The cottage is rented out to the public in a similar fashion as a hotel suite. The Company is party to a property management services agreement with Super Suite, LLC, under which the Dogfish Inn manages reservations and cleaning, and coordinates maintenance of the cottage. The agreement commenced on June 11, 2018 and runs for a term of one year, automatically renewable for subsequent one-year terms. There is no set fee for the services, but the Company retains 40% of the revenue from the rental of the cottage and passes 60% of the revenue, less expenses paid, to Super Suite, LLC. The total amount paid by the Company to Super Suite, LLC in 2023 was approximately $42,000.

All related party transactions were disclosed to, reviewed by, and approved by the Company’s Audit Committee and Board of Directors prior to the completion of the Company’s merger with Dogfish Head. The Board believes that payments under each of these agreements represent fair market value for the respective services or property received, and that for each transaction the financial and other terms are comparable to what the Company would have obtained in a negotiated arm’s-length transaction with an unrelated third party.

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Director Compensation

Compensation Summary

As reported in a Form 8-K filed by the Company on February 10, 2023, at its February 9, 2023 meeting and acting on the recommendation of the Compensation Committee, the Board adopted a new compensation schedule for Non-Employee Directors, effective as of the Company’s 2023 Annual Meeting of Stockholders. A summary of the elements of compensation for Non-Employee Directors is set forth below:

Mid-Year Appointment. If a Non-Employee Director is elected or appointed to the Board between the Company’s annual meetings of stockholders, the number of option shares and RSUs granted pursuant to the annual awards and the value of the annual retainers shall be pro-rated.

In 2023, all option awards and RSUs to Non-Employee Directors were granted under our Equity Plan for Non-Employee Directors, or the “Director Equity Plan.” Under the Director Equity Plan, options carry an exercise price equal to the closing price on the last trading day prior to the grant date, are immediately fully vested, and expire ten (10) years after the date of grant or three (3) years after the grantee ceases to be a Director of the Company, whichever occurs sooner. The number of Class A Shares granted under each option is computed using the trinomial option-pricing model and the closing price on the last trading day prior to the grant date as the fair market value of the underlying shares. RSUs fully vest one-year from the grant date, contingent on continued service on the Board at the end of that board year. The number of RSUs granted is calculated based on the closing price on the last trading day prior to the grant date as the fair market value of the underlying shares.

The number of Class A Shares registered under the Director Equity Plan is 550,000 shares, with 54,821 remaining shares available for issuance as of the end of the 2023 Fiscal Year.

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Director Compensation for Fiscal Year 2023

The following table sets forth certain information concerning the 2023 compensation of our Non-Employee Directors.

The following table sets forth certain information concerning the 2023 compensation of our employee Directors, except for Mr. Burwick. Information regarding the 2023 compensation of Mr. Burwick may be found under the CD&A and Executive Compensation sections of this Proxy Statement.

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Executive Officers

Information about our Executive Officers as of the mailing of this Proxy Statement is set forth below. Our Executive Officers are elected annually by the Board of Directors, or upon joining Boston Beer at other times during the year and hold office until their successors are elected and qualified or until their earlier resignation or removal. As noted above, Mr. Geist retired from the position of Chief Sales Officer effective December 31, 2023, and remains with the Company in a senior advisory role. Mr. Spillane will succeed Mr. Burwick as President and Chief Executive Officer as of April 1, 2024; his biographical information is included in this Proxy Statement above under the heading “Nominees for Class B Director.”

C. James Koch, 74, founded Boston Beer in 1984 and currently serves as our Chairman. Until January 2001, Mr. Koch also served as the Company’s Chief Executive Officer. Prior to starting Boston Beer, he had worked as a consultant for an international consulting firm with a focus on manufacturing. He was appointed to the Board of Directors of Beyond Meat, Inc. in May 2023. He sits on Beyond Meat’s Risk Committee.

David A. Burwick, 62, has served on Boston Beer’s Board of Directors since May 2005 and was appointed President and Chief Executive Officer in April 2018. As previously announced, Mr. Burwick will step down as President and Chief Executive Officer and from the Board on March 31, 2024. Prior to his appointment as Boston Beer’s President and Chief Executive Officer, he served as President and Chief Executive Officer of Peet’s Coffee & Tea, Inc., a specialty coffee and tea company based in Emeryville, California, since December 2012. From April 2010 to December 2012, Mr. Burwick served as President, North America of WW International, Inc., formerly Weight Watchers International, Inc., a leading provider of weight management services based in New York City. Prior to that, Mr. Burwick held numerous positions with PepsiCo, Inc., headquartered in Purchase, New York, including Chief Marketing Officer, PepsiCo Americas Beverages from August 2008 to August 2009; Executive Vice President, Marketing, Sales and R&D, PepsiCo International from April 2008 to July 2008; President, Pepsi-QTG Canada from January 2006 to March 2008; Chief Marketing Officer, Pepsi-Cola North America from June 2002 to December 2005; and various marketing roles from 1989 to 2002. In September 2021, Mr. Burwick joined the Board of Directors of Deckers Outdoor Corporation, a publicly-held footwear designer and distributor based in Goleta, California. He currently serves on Decker’s Talent & Compensation Committee.

Samuel A. Calagione, III, 54, is Founder and Brewer of Dogfish Head Brewery with overall responsibility for managing the Dogfish Head brand and providing insight into all of the Company’s brands. He founded Dogfish Head with his wife Mariah Calagione in June 1995 and served as CEO until the merger with Boston Beer in July 2019. He joined the Company’s Board of Directors in October 2020. His innovative style has earned him a James Beard Award for Outstanding Wine, Spirits, or Beer Professional and a reputation as one of the country’s most adventurous brewers; he has been featured in The Wall Street Journal, USA Today, People, Forbes, Bon Appetit, and many other magazines and newspapers. He is also the author of five books, including Brewing Up a Business (2011), Off-Centered Leadership (2016), and The Dogfish Head Book: 25 Off-Centered Years (2021).

Michael R. Crowley, 55, was appointed Chief Sales Officer of Boston Beer in January 2024. He has worked in senior sales roles with Boston Beer since 1996. Most recently, Mr. Crowley served in the role of Atlantic Division Senior Sales Director from 2014 to 2023. Prior to that, he worked as Senior National Account Manager from 2011 to 2014 and as Regional Sales Manager (New York and New Jersey) from 1996 to 2011.

Annette N. Fritsch, 46, was appointed Vice President of Product Design, Research and Development of Boston Beer in July 2022. She joined the Company in 2010 and has held various positions during that time, including Sensory Manager from 2010 to 2011, Senior Manager of Sensory and Innovation from 2011 to 2014; Director of New Product Development and Innovation from 2014 to 2019; and Senior Director of Product Development from 2019 to 2022. Prior to her time at Boston Beer, she worked in sensory and product development roles with Fosters Wine Estates from 2008 to 2009, Oregon State University from 2004 to 2008, and Givaudan Flavors from 2001 to 2004.

Tara L. Heath, 49, was appointed Chief Legal Officer & General Counsel of Boston Beer in May 2022. She joined the Company in 1997 and has held various positions during that time, including Vice President, Legal & Deputy General Counsel from 2016 to 2022; Senior Corporate Counsel, Director of Regulatory Affairs from 2013 to 2016; and Senior Manager & Attorney for Regulatory Affairs from 2009 to 2013.

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Philp A. Hodges, 57, joined the Company as its Chief Supply Chain Officer in May 2023, after having served as an advisor for the Company since May 2022. He has over 30 years of senior operations experience in consumer-packaged goods, most recently serving as the Executive Vice President of Group Supply Chain at the Carlsberg Group, an international brewing company based in Zurich, Switzerland, from 2017 to 2022. Before that, Mr. Hodges served as Group Director and Chief Supply Chain Officer for SABMiller, another international brewing company with his office in London, United Kingdom, from 2015 to 2016. From 2011 to 2015, he served as Senior Vice President of Integrated Supply Chain Europe for Mondelēz International, a multinational beverage and snack food company, with his office in Zurich, Switzerland. Prior to that, Mr. Hodges held a variety of senior operations roles with Kraft Foods Group from 1991 to 2011.

Lesya Lysyj, 61, joined the Company as Chief Marketing Officer in April 2019. Ms. Lysyj has over 30 years of marketing experience in the food and beverage industry. Prior to joining Boston Beer, she served as President U.S. (Sales and Marketing) for Welch’s Foods, based in Concord, Massachusetts from September 2017 to April 2019. From 2013 to 2015, she served as President North America of Weight Watchers International. She was Chief Marketing Officer for Heineken USA, headquartered in New York City, from 2011 to 2013. Prior to that, she held a number of positions with Kraft Foods from 1990 to 2011, including positions as Vice President Marketing, Confectionary and Executive Vice President of Marketing, Cadbury.

Carolyn L. O’Boyle, 45, joined Boston Beer as Chief People Officer in March 2020. She has extensive experience in talent strategy and operations, including expertise in recruiting, total rewards, operational transformation, immigration, people analytics, business partners, and shared services. Prior to joining Boston Beer, she was a Managing Director at Deloitte Services LP in Boston, Massachusetts from August 2013 to February 2020, serving as the National Managing Director for Talent Operations and Chief Operating Officer for Talent. Prior to that, she served in various senior roles at Deloitte from September 2005 to August 2013, and as an Operations Manager at Diageo North America, a wine and spirits company based in Norwalk, Connecticut, in 2004.

Matthew D. Murphy, 55, is Chief Accounting Officer and Vice President of Finance of Boston Beer. From April 2023 to September 2023, he also served as the Company’s Interim Chief Financial Officer. He was appointed Chief Accounting Officer in August 2015 and previously held the position of Corporate Controller of Boston Beer since September 2006. Prior to joining Boston Beer, he was Chief Financial Officer of Opodo, a leading European online travel agency, from 2004 to 2006.

Diego Reynoso, 48, joined Boston Beer as Chief Financial Officer and Treasurer in September 2023. He has over 25 years of experience in finance and operations in the alcoholic beverage and food industry. Prior to joining Boston Beer, Mr. Reynoso served as the Chief Financial Officer of the Prepared Foods division of Tyson Foods, a multinational food manufacturer, based out of its Chicago office, from 2021 to 2023. From 2017 to 2021, he served as Senior Vice President and Chief Financial Officer of the $5 billion beer division of Constellation Brands, an international alcoholic beverage company, also based out of its Chicago office. Prior to that, Mr. Reynoso held various senior financial and operational roles at Beam Suntory Inc., a global spirits manufacturer, from 2005 to 2017, including as CFO Global Operations and Group Treasury and Tax from 2016 to 2017, North American Chief Financial Officer & General Manager International Markets from 2014 to 2016, and Chief Operating Officer and Chief Financial Officer North America from 2013 to 2014. Earlier in his career, he also held roles at Allied-Domecq, Danone, and Procter & Gamble. He was appointed to the Board of Directors of SunOpta Inc., a natural food and mineral company headquartered in Eden Prairie, Minnesota, in March 2023 and currently serves as a member of SunOpta’s Audit Committee and Corporate Governance Committee.

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Compensation Discussion and Analysis

In this section of the Proxy Statement, which we sometimes refer to as the CD&A, we will describe the important components of our executive compensation program for our Named Executive Officers. In 2023, our Named Executive Officers were:

Additionally, pursuant to SEC regulations, former Treasurer and Chief Financial Officer Frank H. Smalla is included herein as an NEO for Fiscal Year 2023. Mr. Smalla stepped down from his position as Treasurer and Chief Financial Officer effective as of March 6, 2023, remaining with the Company in an advisory role through April 14, 2023.

Mr. Murphy served as the Company’s interim Chief Financial Officer from March 7, 2023 until September 4, 2023.

In addition to providing an overview of our executive compensation program, this section also explains how the Compensation Committee determines the specific compensation policies and decisions involving our Named Executive Officers.

Role of the Compensation Committee

The Compensation Committee has overall responsibility for evaluating and approving Boston Beer’s compensation programs and policies relating to Directors and Executive Officers. This includes reviewing the competitiveness of executive compensation programs, evaluating the performance of our Executive Officers, approving their annual compensation, and recommending approval of equity awards to the full Board. The Committee reviews and approves corporate goals and objectives relevant to the compensation of our Chairman, CEO, and other Executive Officers; evaluates the achievement of those goals, taking into consideration the recommendations of the CEO; and sets compensation levels based on this evaluation. The Committee also reviews and approves, on an advisory basis, the overall bonus structure and scale for all other coworkers.

Compensation Philosophy and Objectives

Boston Beer’s executive compensation program is designed to attract, develop, engage, and retain highly talented executives, with a focus on pay for performance through bonuses linked to Company and individual performance and equity awards with performance-based vesting linked to Company performance and time-based vesting linked to retention. Overall, Boston Beer believes it should provide competitive pay to its Executive Officers and align compensation with the achievement of the Company’s goals and delivering strong Company performance, in terms of both growth and long-term stockholder value. These compensation packages are designed to:

In keeping with these objectives, the structure of our executive compensation program is described in the section below.

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Response to Recent Advisory Say-on-Pay Votes

In establishing the Company’s compensation practices for 2023, the Board and the Compensation Committee considered the results of recent advisory Say-on-Pay votes as well as our discussions with stockholders which are discussed in detail under the heading “Stockholder Engagement” above. At our 2023 Annual Meeting of Stockholders, approximately 91.7% of the votes cast on our Say-on-Pay proposal were cast in support of the compensation of our NEOs.

Components of Executive Compensation and Compensation Mix

In 2023, the total potential compensation mix of our Named Executive Officers balanced: (1) competitive base salaries; (2) cash incentive bonuses contingent primarily on Company performance; (3) option awards generally contingent solely on multi-year Company performance; and (4) restricted stock unit awards generally contingent on continued employment. These pillars of our executive compensation program are described in more detail below. For other Executive Officers and senior managers of the Company, the proportion of compensation provided by equity and other variable performance-based compensation increases with the individual’s level of responsibility and ability to have an impact on the Company’s business.

Base Salary

Base salaries are determined by a variety of factors, including the executive’s scope of responsibilities, experience, performance, and a comparison of salaries paid to peers within the Company and to those with similar roles at other companies of similar size, scale, and complexity. Base salaries are set at levels that allow us to attract and retain superior leaders and that will enable us to deliver on our business goals. Salaries are reviewed annually and may be adjusted after considering the above factors.

The Compensation Committee determines the base salaries of the Chairman and the CEO, considering individual and Company performance, individual responsibilities, and market data regarding peer group compensation. The Chairman makes a recommendation to the Compensation Committee for the base salary of the CEO. The CEO, in turn, makes recommendations to the Compensation Committee for base salaries of each Executive Officer, other than the Chairman and the CEO. When setting the base salaries of each of these Executive Officers, the Compensation Committee, while considering the recommendations of the CEO and the Chairman, makes the final determination based on the factors listed above and its assessment of each Executive Officer’s performance during the previous year.

The Compensation Committee met on February 6, 2023 and reviewed the proposed 2023 compensation packages of our Executive Officers. During the meeting, the Committee approved the following 2023 base salaries for our Named Executive Officers: $860,503 for Mr. Burwick, a 3% increase from his 2022 base salary; $608,650 for Mr. Smalla, a 2% increase from his 2022 base salary; $379,887 for Mr. Murphy, a 3% increase from his 2022 base salary; $608,650 for Mr. Geist, a 2% increase from his 2022 base salary; and $529,045 for Ms. Lysyj, a 2% increase from her 2022 base salary.

As disclosed in Form 8-Ks filed on March 7, 2023 and May 16, 2023, the Board appointed Mr. Murphy to serve as interim Treasurer and CFO until the Company was able to appoint a permanent successor. On May 12, 2023, Mr. Murphy and the Company entered into an Offer Letter outlining the details of Mr. Murphy’s compensation in this new role. A copy of the Offer Letter was attached as Exhibit 10.1 to the May 16, 2023 Form 8-K. The terms of the Offer Letter were approved by the Compensation Committee on May 3, 2023, and the equity portion of the offer was approved by the full Board of Directors on May 10, 2023. Mr. Murphy’s base salary remained unchanged from his previous base salary.

As disclosed in a Form 8-K filed on May 22, 2023, the Company announced that it had hired Mr. Hodges as its Chief Supply Chain Officer pursuant to an Offer Letter dated May 16, 2023. Mr. Hodges’ Offer Letter, attached as Exhibit 10.1 to the May 22, 2023 Form 8-K, was contingent on subsequent approval by the Compensation Committee and the Board of Directors. The non-equity terms of the Offer Letter were approved by the Compensation Committee on May 18, 2023. The equity portion of the Offer Letter was approved by the full Board of Directors on May 18, 2023. As outlined in the Offer Letter, Mr. Hodges’ annual base salary in 2023 was $615,000.

As disclosed in a Form 8-K filed on July 24, 2023, the Company announced that it had hired Mr. Reynoso as its Chief Financial Officer and Treasurer pursuant to an Offer Letter dated July 21, 2023. The terms of Mr. Reynoso’s Offer Letter, attached as Exhibit 10.1 to the July 24, 2023 Form 8-K, were approved by the Compensation Committee on June 23, 2023 and the full Board of Directors on June 24, 2023. As outlined in the Offer Letter, Mr. Reynoso’s annual base salary in 2023 was $600,000.

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Cash Incentive Bonuses

Bonuses payable to our Executive Officers are based primarily on Company performance against certain “Company Goals” in accordance with a “Bonus Scale,” subject to limited adjustment by the Compensation Committee, in its discretion, as noted below. In recent years, the Company Goals have consisted of pre-established depletions growth, Earnings Before Interest & Tax (“EBIT”), and resource efficiency (focused operating expense cost savings) targets. For the purposes of the Bonus Scale, EBIT is equivalent to Operating Income on the Income Statement in the Company’s Annual Report on Form 10-K for Fiscal Year 2023, excluding the $16.4 million non-cash impairment recorded primarily for the Dogfish Head brand in September 2023.

As reported in a Form 8-K filed by the Company on February 10, 2023, at its meeting on February 6, 2023, the Compensation Committee approved: (1) company-wide goals for Fiscal Year 2023 (the “2023 Company Goals”); (2) the 2023 bonus target for each Executive Officer, as a percentage of their base salary (“2023 Bonus Target”); and (3) a bonus funding scale ranging from 0% to 250% (the “2023 Bonus Scale”) for determining bonus payouts as a percentage of each Executive Officer’s respective 2023 Bonus Target, based on the Committee’s determination of the Company’s ultimate achievement of the 2023 Company Goals.

The target parameters of the 2023 Company Goals were based on the Company’s 2023 Financial Plan. The 2023 Company Goals consisted of achieving: (1) certain depletions targets over 2022 on a like-for-like 52-week comparable basis (“2023 Depletions Growth”), which were weighted as 50% of the goals; (2) certain EBIT targets, which were weighted as 30% of the goals; and (3) the generation of certain resource efficiency (focused operating expense cost savings) targets, which were weighted as 20% of the goals.

The 2023 Bonus Target approved on February 6, 2023 for each NEO was as follows:

In other words, for example, if the Company achieved 100% on the 2023 Bonus Scale, Mr. Burwick would be eligible for a cash bonus of 120% of his base salary, subject to adjustment by the Compensation Committee as described in more detail below.

Mr. Murphy’s 2023 Bonus Target was increased to 50% of his base salary in connection with his March 2023 appointment as Interim CFO. The increase was approved by the Compensation Committee on May 3, 2023, outlined in his May 12, 2023 Offer Letter, and disclosed in a Form 8-K dated May 16, 2023.

Mr. Hodges’ 2023 Bonus Target was set at 60% of his base salary in his May 16, 2023 Offer Letter, which was approved by the Compensation Committee on May 18, 2023 and disclosed in a Form 8-K dated May 22, 2023.

Mr. Reynoso’s 2023 Bonus Target was set at 60% of his base salary in his July 21, 2023 Offer Letter, which was approved by the Compensation Committee on June 23, 2023 and disclosed in a Form 8-K dated July 24, 2023.

As reported in the February 10, 2023 Form 8-K, the bonus of each Executive Officer for Fiscal Year 2023 was to be determined by the Compensation Committee before March 1, 2024, based on  a three-step process, which process was finalized on February 16, 2024.

The 2023 Bonus Scale, as detailed in the chart below, was a sliding scale of target points for each of the depletions, EBIT, and resource efficiency goals. For example, the potential payouts for achievement relative to the 2023 Depletions Growth target would have been: 0% of target if 2023 Depletions Growth was -8% or less; 100% of target if 2023 Depletions Growth was -3.5%; or 250% of target if 2023 Depletions Growth was 3.5% or greater. For the EBIT target, potential payouts would have been, for example: 0% of target if the Company’s 2023 EBIT was $102 million or less; 100% of target if 2023 EBIT was $128 million; or 250% of target if 2023 EBIT was $175 million or higher. For the resource efficiency target, potential payouts would have been, for example: 0% of target if the Company recognized $52 million or less in resource efficiencies; 100% of target if the Company recognized $72 million in resource efficiencies; or 250% of target if the Company recognized $100 million or more in resource efficiencies.

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As reported in a Form 8-K filed on February 22, 2024, on February  16, 2024, the Compensation Committee reviewed the Company’s performance against the 2023 Bonus Scale and determined that: (1) the Company achieved $81.5 million in resource efficiencies (focused cost savings), exceeding the resource efficiencies target; (2) the Company’s 2023 EBIT was approximately $119.6 million, partially achieving the EBIT target; and (3) Company depletions decreased approximately 4.5% in Fiscal Year 2023 on a like-for-like 52-week comparable basis, partially achieving the depletions target. Accordingly, the Committee determined that the Company had achieved 95% on the Bonus Scale and determined to fund the bonus pool at 100%. The Company’s formulaic achievement of the 2023 targets was as follows:

The Committee accordingly approved 2023 cash bonuses for our Executive Officers, including the following bonuses for our Named Executive Officers: $1,032,605 to Mr. Burwick, $111,000 for Mr. Reynoso, $189,850 for Mr. Murphy, $214,500 for Mr. Hodges, $432,000 for Mr. Geist, and $332,500 for Ms. Lysyj. These bonuses were paid in March 2024. Mr. Smalla stepped down from his position with the Company in April 2023 and therefore was not eligible for a 2023 bonus.

Long-Term Equity Awards

Long-Term Equity Awards (“LTE Awards”) are designed to provide Executive Officers and other select coworkers a reward for delivering long-term stockholder value and to align the interests of our key coworkers with the interests of our stockholders. LTE Awards are also an effective tool for attracting and retaining executives and other key coworkers. Our LTE Awards program is governed by our Employee Equity Incentive Plan, or “EEIP,” which was last amended on December 20, 2018. A copy of the EEIP was attached as Exhibit 10.1 to a Form 8-K filed on December 22, 2018. The primary components of our LTE Awards program – stock option awards, restricted stock units, and investment shares – are described in detail below.

As noted in a Form 8-K filed by the Company on February 22, 2024, the Compensation Committee made limited changes to the structure of the LTE Awards granted to the Company’s Executive Officers on a going forward basis. The below narrative describes the LTE Award structure in place in Fiscal Year 2023.

Stock Option Awards

Under our EEIP, certain coworkers are eligible to receive stock option awards. While generally granted on an annual basis in March, all option grants are discretionary and may be awarded by the Board upon the recommendation of the Compensation Committee at any time. For example, options may be granted at other times during the year under certain circumstances, such as the hiring of a new Executive Officer, as part of a performance review, in connection with a promotion or mid-year compensation adjustment, or to address potential retention issues. Such option awards may have vesting and performance criteria that differ from our annual stock option award grants.

The Compensation Committee believes that stock option awards align our Executive Officers’ interests with the interests of our stockholders, as they provide significant equity compensation only if the value of the Company’s stock increases. In addition, through the use of performance-based vesting, the Committee endeavors to assure that receipt of significant equity-based compensation requires that the Company’s performance exceeds appropriate benchmarks. Through the use of vesting over a number of years, the Committee endeavors to create an incentive for retention. The Compensation Committee has also granted time-based vesting options in the past to certain Executive Officers to encourage retention or to provide appropriate incentives to attract new executives. The Compensation Committee reviews any

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employment offers made to new Executive Officers that contain equity grants; any such grant is conditioned on the approval of the Compensation Committee and the full Board of Directors. In assessing these offers, the Compensation Committee evaluates historical compensation for the individual, the value of the role, and compensation for peers within the Company or comparable roles within the Company’s peer group, to the extent such data is available to the Committee.

At its meeting on February 9, 2023, the Board of Directors approved, upon the recommendation of the Compensation Committee, grants of performance-based stock option awards to eight Executive Officers, to be effective in March 2023, for a total of 24,769 shares. All of the awards were issued on March 1, 2023. The March 2023 option grants included the following awards to our Named Executive Officers: 12,430 option shares to Mr. Burwick, valued at $2,000,007 on the grant date; 3,084 option shares to Mr. Smalla, valued at $500,058 on the grant date; 771 option shares to Mr. Murphy, valued at $125,015 on the grant date; 3,084 option shares to Mr. Geist, valued at $500,058 on the grant date; and 1,697 option shares to Ms. Lysyj, valued at $275,162 on the grant date. Mr. Smalla forfeited these option awards following his departure from the Company in April 2023.

Each of the March 2023 option awards has an exercise price of $323.80 per share, which was the closing price of Class A Shares on the last business day before the grant. The extent to which these option awards may become exercisable is dependent upon the Company achieving certain compounded annual growth rate targets based on net revenue growth in Fiscal Year 2024 over Fiscal Year 2022. The determination of the vesting of these stock option awards will be made by the Compensation Committee before March 1, 2025. If the compounded annual growth rate of the Company’s net revenue in Fiscal Year 2024 over Fiscal Year 2022 is equal to or greater than -2.0%, the options will vest as to one-third of the underlying shares on March 1, 2025, one-third on March 1, 2026, and one-third on March 1, 2027, contingent on continued employment on the applicable vesting dates and subject to accelerated vesting upon the occurrence of certain specified events. If the compounded annual growth rate of the Company’s net revenue in Fiscal Year 2024 over Fiscal Year 2022 is equal to or greater than -5.5% but less than -2.0%, the options will vest as to one-sixth of the underlying shares on March 1, 2025, one-sixth on March 1, 2026, and one-sixth on March 1, 2027, contingent on continued employment on the applicable vesting dates and subject to accelerated vesting upon the occurrence of certain specified events. The options will lapse to the extent that the compounded annual growth rate is less than -5.5%.

Additionally, on May 15, 2023, the Company granted a time-based option award to Mr. Murphy in connection with his appointment to Interim Chief Financial Officer. The award, which was approved by the Compensation Committee on May 3, 2023 and the full Board on May 10, 2023, has an exercise price of $308.14 per share, which was the closing price of Class A Shares on the last business day before the grant. The award is for 3,944 option shares, which were valued at $600,090 on the grant date, and is contingent upon Mr. Murphy’s continued employment with the Company, with 25% of the shares vesting on March 1 in each of the years 2024 through 2027.

The Company also granted Mr. Hodges a time-based option award and a performance-based option award on May 24, 2023 in connection with his recruitment and hiring as Chief Supply Chain Officer. The awards were approved by the Compensation Committee and the full Board on May 18, 2023. The time-based option was valued at $2,000,114 on the grant date and is for 13,276 option shares with an exercise price of $330.68 per share. The time-based option will vest as to 25% of the shares on March 1, 2024, 25% of the shares on March 1, 2025, and 25% of the shares on March 1, 2026, contingent upon Mr. Hodges’ continued active employment by the Company through the close of business on the business day preceding each of the applicable vesting dates. The remaining 25% will vest on March 1, 2027, contingent on his continued employment by the Company through December 31, 2026. The performance-based option was valued at $1,000,003 on the grant date and is for 6,348 option shares with an exercise price of $330.68 per share. The vesting of the performance-based option is contingent upon the Company’s achievement of certain pre-established criteria related to adjusted gross margin and the engagement levels of the Company’s supply chain coworkers, referred to as “Net Promoter Score.” The performance criteria and the related vesting schedules are outlined in detail in Mr. Hodges’ Offer Letter, which was attached as Exhibit 10.1 to a Form 8-K filed on May 22, 2023.

Under the terms of his offer letter, Mr. Hodges is not currently eligible to receive additional equity awards from the Company in the future due to these one-time special long-term equity awards granted to him in connection with his recruitment and hiring.

On October 31, 2023, the Company granted Mr. Reynoso a time-based option award in connection with his recruitment and hiring as Chief Financial Officer and Treasurer. The terms of the award had been previously approved by the Compensation Committee on June 23, 2023 and the full Board on June 24, 2023. The option was valued at $1,500,110 on the grant date and is for 9,717 option shares with an exercise price of $333.50 per share. The option will vest as to 25% of the shares on March 1 in each of the years 2024 through 2027, contingent upon Mr. Reynoso’s continued employment by the Company on the applicable vesting dates.

Each of the option awards granted to the Company’s Executive Officers in Fiscal Year 2023 includes a double-trigger Change in Control clause which provides that the option shall become immediately exercisable in the event that a Change in Control results in the termination of the employment of the optionee without cause or good reason within 12 months of the Change in Control. For the purposes of the Company’s equity grants, the term “Change in Control” means if Chairman C. James Koch and/or members of his family cease to control a majority of the Company’s Class B Shares.

Restricted Stock Units

Restricted stock units or “RSUs” are granted by the Board of Directors upon the recommendation of the Compensation Committee. In making its recommendations, the Committee considers recommendations from the CEO. RSUs are generally granted on an annual basis on March 1, valued at the fair market value as of the award date. These shares of restricted stock

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generally vest over a four-year period, at the rate of 25% per year. On occasion, RSU grants are made at other times during the year, such as upon the hiring of a new executive or senior manager.

Boston Beer believes that RSUs serve as an important retention tool because: (1) for most coworkers, RSUs are easier to understand and value than stock option awards; (2) RSUs have value even if the share price decreases after the date of the award; and (3) RSUs encourage coworkers to think and act like owners of the Company. That said, the Company believes in striking a proper balance between performance-based awards and time-based awards for its Executive Officers.

On March 1, 2023, the Board of Directors, upon the recommendation of the Compensation Committee, granted an aggregate of 12,359 RSUs to eight Executive Officers. These RSU awards included the following awards to our NEOs: 6,177 shares to Mr. Burwick, valued at $2,000,113 on the grant date; 1,545 shares to Mr. Smalla, valued at $500,271 on the grant date; 387 shares to Mr. Murphy, valued at $125,311 on the grant date; 1,545 shares to Mr. Geist, valued at $500,271 on the grant date; and 850 shares to Ms. Lysyj, valued at $275,230 on the grant date. Mr. Smalla forfeited these RSUs following his departure from the Company in April 2023.

Each of the RSUs granted to the Company’s Executive Officers in March 2023 included a double-trigger Change in Control clause. All shares vest 25% per year over a four-year period, contingent on continued employment on the applicable vesting dates.

The Company granted Mr. Hodges a time-based RSU and a performance-based RSU on May 24, 2023 in connection with his recruitment and hiring as Chief Supply Chain Officer. The awards were approved by the Compensation Committee and the full Board on May 18, 2023. The time-based RSU was valued at $2,000,283 on the grant date and is for 6,094 shares. The time-based RSUs will vest as to 25% of the shares on March 1, 2024, 25% of the shares on March 1, 2025, and 25% of the shares on March 1, 2026, contingent upon Mr. Hodges’ continued active employment by the Company through the close of business on the business day preceding each of the applicable vesting dates. The remaining 25% will vest on March 1, 2027, contingent on his continued employment by the Company through December 31, 2026. The performance-based RSU was valued at $2,999,352 on the grant date and is for 9,073 shares. The vesting of these RSUs is contingent upon the Company’s achievement of certain pre-established criteria related to adjusted gross margin and the engagement levels of the Company’s supply chain coworkers, referred to as “Net Promoter Score.” The performance criteria and the related vesting schedules are outlined in detail in Mr. Hodges’ Offer Letter, which was attached as Exhibit 10.1 to a Form 8-K filed on May 22, 2023.

The Company granted Mr. Reynoso a time-based RSU on October 31, 2023 in connection with his recruitment and hiring as Chief Financial Officer. The terms of the award were approved by the Compensation Committee on June 23, 2023 and the full Board on June 24, 2023. The RSU was valued at $1,500,083 on the grant date and is for 4,498 shares. The RSUs will vest as to 25% of the shares on March 1 in each of the years 2024 through 2027, contingent upon Mr. Reynoso’s continued active employment by the Company on the applicable vesting dates.

Investment Shares

Eligible Boston Beer coworkers, including Executive Officers other than the Chairman and CEO, may also participate in the Company’s Investment Share Program, or the “ISP,” where our stock may be purchased at a discount based on tenure, encouraging equity ownership in the Company. Eligible Boston Beer coworkers, referred to in this Proxy Statement as “ISP Eligible Coworkers,” generally must have: (1) been employed by Boston Beer for at least one year; and (2) entered into an employment agreement with Boston Beer.

Under our Investment Share Program, ISP Eligible Coworkers may annually purchase such number of Class A Shares that have a value of no greater than 10% of their annual base salary and bonus received in the immediately preceding year, up to a maximum annual investment of $17,500 (“Investment Shares”). After two full years of service with the Company, Investment Shares may be purchased at a discount. The amount of the discount is tied to years of service; the maximum discount is 40% after four full years of service. ISP Eligible Coworkers have the opportunity to purchase Investment Shares on an annual basis on March 1 each year with the purchase price based on the fair market value of the shares as of the purchase date. Investment Shares vest at the rate of 20% per year over the five-year period commencing on the effective date of purchase, contingent on continued employment with the Company on the applicable vesting dates.

In 2023, Boston Beer coworkers purchased a total of 10,594 Investment Shares under the ISP, of which 169 shares were purchased by two Executive Officers. Of our NEOs, Mr. Murphy purchased 91 Investment Shares effective March 1, 2023.

Executive Benefits

In 2023, the Company’s Executive Officers were eligible for the same level and offering of benefits as are available to all coworkers, including payment of annual life insurance premiums, Company matching contributions under the Company’s 401(k) plan, car allowances where applicable, Company health savings contributions under the Company’s medical plan, wellness plan reimbursements, and other benefit programs. The Company provides no additional benefits to its Executive Officers. However, certain coworkers are eligible for the reimbursement of relocation, commuting, and living expenses (“Relocation Assistance”) upon hiring and for a limited period thereafter. Mr. Reynoso received $600,000 and Mr. Hodges received $9,016 in Relocation Assistance in 2023. Additionally, all coworkers are eligible for a financial advisor benefit; the benefit is available in tiers based on the complexity of the coworker’s advisory needs. Of our NEOs, Mr. Smalla, Mr. Murphy, and Ms. Lysyj took advantage of this benefit, valued at $2,829 for Mr. Smalla; $15,925 for Mr. Murphy; and $15,925 for Ms. Lysyj.

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How Executive Pay Levels Are Determined

As noted above, the Compensation Committee considers a number of factors in determining executive compensation, including but not limited to individual performance, responsibility level, role within the Company, tenure, a comparison of salaries paid to peers within the Company and to those with similar roles at other similarly sized companies, and data collected in interviewing and hiring external candidates for executive positions. It also reviews the historical compensation for each Officer, including salary, bonus, and equity grants.

Each year, the Compensation Committee, taking into consideration the recommendations of the CEO and the Chairman, determines the appropriate level of compensation for each Executive Officer. The Company emphasizes differentiation in executive compensation, focusing on high performers and individuals who significantly impact, or who have the potential to significantly impact, Boston Beer’s business.

Executive Compensation Analysis Timeline

While the Compensation Committee does not follow a strict calendar for establishing the parameters of executive compensation each year, it generally follows the following timeline. During and leading up to the October Compensation Committee meeting, the Committee, CEO, CFO, Chief People Officer, and the Director of Total Rewards review the Company’s peer group (if applicable), evaluate expected performance and vesting of outstanding equity grants, and review the projections for the then-current fiscal year bonus payouts.

Then, at its December meeting, the Committee reviews benchmarking data, has preliminary discussions about the following year’s LTE Award recommendations and bonus scale, and tentatively establishes an aggregate pool for the following year’s Executive Officer LTE Awards.

Next, in February, the Committee meets to review management’s report on Executive Officer performance and compensation; evaluates the status of the vesting criteria of any outstanding performance-based LTE Awards; reviews and approves the achievement of the previous year’s Executive Officer bonus targets; establishes the total compensation targets for Executive Officers for the then-current fiscal year; reviews and approves the bonus scale for the then-current fiscal year; and reviews and recommends approval of the LTE Awards to be awarded in the current fiscal year, including performance criteria. The full Board then approves those LTE awards.

LTE Awards are generally granted on March 1, bonuses are typically paid in early March, and merit increases are generally effective in March. Merit increases, bonus awards, equity awards, and other compensation changes may occur at other times during the year on occasion.

Compensation Assessments

The Compensation Committee has the authority to select, retain, and compensate outside executive compensation consultants and other experts as it determines is necessary to carry out its responsibilities. As one element in its assessment of the competitiveness of executive compensation packages established for Fiscal Year 2023, the Compensation Committee applied knowledge gained through an executive compensation competitive assessment prepared by Frederic W. Cook & Co., Inc., or FW Cook, a nationally recognized executive compensation consulting firm, presented in October 2021 (the “FW Cook Assessment”). At that time, the Compensation Committee assessed the independence of FW Cook and determined that FW Cook was independent and that no conflicts of interest existed. FW Cook reported directly to the Compensation Committee and did not provide services to, or on behalf of, any other part of our business. The Committee’s retention of FW Cook continued into 2023 and helped inform the Compensation Committee’s recommendations regarding 2023 executive compensation structure.

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FW Cook’s task was to analyze Boston Beer’s compensation programs and compensation strategies, confirm the appropriateness of the strategies, develop an updated peer group for use as a competitive frame of reference, and provide the Committee with external benchmarking information for Boston Beer’s Executive Officers. The Compensation Committee reviewed the peer group suggested by FW Cook, considering criteria such as financial similarity (primarily revenue and market capitalization), industry similarity, and number of employees. After discussion, the Committee approved the following companies as Boston Beer’s peer group:

Boston Beer Peer Group

Once this Peer Group was established, FW Cook used multiple data sources to assess Boston Beer’s executive compensation plan going forward, including, but not limited to, the compensation paid to the CEO and other named executive officers of the peer group companies, as derived from the most recent proxy statements filed by the peer group companies and third-party surveys. The information gained from the FW Cook Assessment helped the Compensation Committee better understand market practices and provided perspective for the Committee’s determinations regarding 2023 Executive Officer compensation packages. However, while competitive market practices are considered, the Committee continues to believe that individual and Company performance, the impact of an Executive Officer’s role and function within the Company, and the Executive Officer’s contribution to the Company’s growth are similarly important drivers of total compensation decisions.

The Compensation Committee reviewed the Peer Group again in October 2023. Following that discussion, the Committee determined not to make any changes to the Peer Group.

Additional Compensation Policies and Practices

Executive Compensation Recovery Policy

In December 2006, the Compensation Committee adopted an executive compensation recovery policy that applies to Executive Officers. Under this policy, the Company was permitted to seek recovery of incentive income that was based on achievement of quantitative performance targets, if an Executive Officer or the Corporate Controller engaged in intentional misconduct that resulted in an increase in their incentive income. Incentive income includes income related to annual bonuses and LTE Awards. The Company had not sought compensation recovery under this policy since its adoption.

Effective October 2, 2023, the Board of Directors amended the  Executive Compensation Recovery Policy and renamed it the Clawback Policy. Under the Clawback Policy, in the event the Company is required to prepare an accounting restatement, the Company will require the reasonably prompt recovery of any excess incentive compensation received by any Executive Officer, without regard to whether or not the Executive Officer committed any misconduct that led to the Restatement. A copy of the Clawback Policy was attached as Exhibit 97.1 to the Form 10-K filed on February 27, 2024. The Company has not been required to seek compensation recovery under the Clawback Policy.

Policies Prohibiting Hedging and Pledging Boston Beer Stock

Our Insider Trading Policy prohibits the Company’s Directors, Executive Officers, and certain other coworkers who are designated as Company “Insiders” from hedging or pledging Boston Beer Stock. As of the mailing of this Proxy Statement, there were approximately 215 Boston Beer coworkers identified as “Insiders” because they regularly have or may have access to material non-public information about the Company. Under this policy, the Company’s Directors, Executive Officers, and Insiders are also prohibited from engaging in any investment to reduce the risk of adverse price movements in Boston Beer stock and from offering Boston Beer stock to a lender as collateral for a loan. Trading of Boston Beer stock by Company Directors, Executive Officers, and Insiders is restricted under this policy to defined window periods following our quarterly earnings releases

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(except pursuant to an approved Rule 10b5-1 Plan). All Directors, Executive Officers, and Insiders are also prohibited by the Insider Trading Policy from engaging in certain trading practices involving Boston Beer stock which would suggest speculation in our securities, including short-term trading, short sales, transactions involving put or call options, and purchases on margin. For all other coworkers, such practices are strongly discouraged but not prohibited, subject to prior notice to the Company.

Additionally, in February 2013, the Board adopted a separate and complementary policy that bans hedging or pledging of Boston Beer stock by all Directors, Executive Officers, and Company Insiders. This policy is also incorporated into our Corporate Governance Guidelines and Nominating/Governance Committee Charter. On an annual basis, all Company Directors and Executive Officers are required to certify compliance with this policy, which specifically prohibits such persons from: (1) purchasing or selling financial instruments, such as prepaid variable forward contracts, equity swaps, collars, or exchange funds that are designed to hedge or offset any decrease in the market value of Boston Beer stock; (2) engaging in short sales of Boston Beer stock; or (3) holding Boston Beer stock in a margin account or entering into any transaction involving the pledge or other use of Boston Beer stock as collateral to secure indebtedness or other obligations. All other coworkers are discouraged but not prohibited by this policy from entering into hedging transactions and engaging in short sales related to Boston Beer stock. The Company knows of no violations of this policy since its adoption.

Stock Ownership and Retention Guidelines

To foster a culture of ownership and further align the long-term interests of the Directors with those of stockholders, in 2013, the Board of Directors, upon the recommendation of both the Compensation Committee and the Nominating/Governance Committee, adopted Director Stock Ownership and Retention Guidelines. The Board amended the Guidelines on February 9, 2023, following a recommendation by the Compensation Committee. As amended, the Guidelines:

The Company reviewed the progress made on the equity ownership guidelines in February 2024 and determined that five Directors had achieved their respective Target Ownership, while four Directors had yet to achieve their respective Target Ownership.

Tax Deductibility under Section 162(m)

In evaluating compensation programs applicable to our Named Executive Officers (including the Company’s annual and long-term incentive plans), the Compensation Committee considers the potential impact on the Company of Section 162(m) of the Internal Revenue Code, which places a limit of $1 million per year on the amount of compensation paid to certain of our executive officers that is deductible by the Company for income tax purposes. The Compensation Committee will continue to maintain maximum flexibility in the design of the Company’s compensation programs and continues to reserve the discretion to exceed the limitation on deductibility under Section 162(m) to ensure that our NEOs are compensated in a manner that we believe to be consistent with our best interests and those of our stockholders.

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Fiscal Year 2023 Named Executive Officer Compensation

Compensation of David A. Burwick, President & Chief Executive Officer

Mr. Burwick’s compensation in 2023 included a base salary, a performance-based cash bonus, and two annual equity grants awarded pursuant to the Company’s long-term equity program. The mix of his total compensation for 2023 is set forth below:

President & CEO David A. Burwick
2023 Total Compensation Mix

Each of the categories of Mr. Burwick’s compensation mix were approved by the Compensation Committee and the full Board of Directors. His compensation structure in 2023 was also consistent with the compensation structure of our other Named Executive Officers. The Compensation Committee also believes that Mr. Burwick’s compensation package is structured in a way that provides him with appropriate incentives and rewards for superior performance and increasing stockholder value.

Mr. Burwick’s compensation was a topic of discussion with stockholders following our 2023 non-binding Say-on-Pay resolution, which received a favorable vote of 91.7% of the votes cast. Our stockholder outreach and engagement efforts prior to and following that result are discussed in detail under the heading “Stockholder Engagement” above.

The Summary Compensation Table included in this Proxy Statement sets forth all compensation received by Mr. Burwick for Fiscal Year 2023. There is no Company-sponsored retirement program for Mr. Burwick other than the Company’s 401(k) plan, and he receives no benefits or perquisites from Boston Beer other than the benefits generally available to our coworkers. Mr. Burwick does not have a severance or change in control arrangement, other than the Change in Control provisions in his LTE Awards, which are described in detail under the heading “Employment Contracts, Termination of Employment, and Change in Control Agreements.”

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Compensation of Named Executive Officers Other than the CEO

As described in more detail under the heading “Components of Executive Compensation and Determination of Compensation Mix”, the primary components of the compensation of our Named Executive Officers in 2023, other than Mr. Burwick, were as follows.

Base Salary: The following table shows the 2023 base salary, the corresponding percentage increase above the 2022 base salary level, and the actual salary earned in 2023 of our other Named Executive Officers.

In February 2023, the Compensation Committee considered recommendations made by the CEO for salary adjustments and concluded that the recommended base salary for Mr. Smalla, Mr. Muphy, Mr. Geist, and Ms. Lysyj, as adjusted, was within the appropriate range for their experience and job responsibilities. The merit increases were effective on March 6, 2023, the same effective date as other coworkers. As described in detail under the heading “Base Salary” above, the Compensation Committee approved the base salaries of Mr. Reynoso and Mr. Hodges in connection with their recruitment and hiring.

Bonus: For Fiscal Year 2023, the overall cash incentive target bonus potential of our other Named Executive Officers was: (1) 75% of base salary for Mr. Smalla and Mr. Geist; (2) 60% of base salary for Mr. Reynoso, Mr. Hodges, and Ms. Lysyj; and (3) 50% of base salary for Mr. Murphy.

Achievement of these bonuses for 2023 was based on Company performance against the Company Goals. As described in the “Cash Incentive Bonuses” section, in February 2024 the Compensation Committee funded the bons pool at 100% after determining that the Company achieved 95% on the Bonus Scale, based on exceeding the resource efficiency targets and partially achieving the depletions and EBIT targets. As a result, the Committee approved bonus payments to our other NEOs as follows:

Mr. Reynoso’s and Mr. Hodges’ bonuses were pro-rated based on their respective start dates.

Equity Awards: In March 2023, the Company granted annual performance-based stock option awards and RSUs to Mr. Smalla, Mr. Murphy, Mr. Geist, and Ms. Lysyj, which awards had been approved by the Compensation Committee and the Board of Directors in February 2023. The number of shares awarded and the value of the awards as of the grant date are shown in the below chart.

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All of the annual performance-based awards were issued on March 1, 2023. As described in more detail under the heading “Stock Option Awards,” the option shares have an exercise price of $323.80 and are contingent upon achieving certain net revenue growth targets in Fiscal Year 2024 over Fiscal Year 2022. As described in more detail under the heading “Restricted Stock Units,” the RSUs will vest 25% per year over a four-year period, contingent on continued employment on the applicable vesting dates. Mr. Smalla forfeited these awards following his departure from the Company in April 2023.

The Company also granted additional LTE Awards to Mr. Murphy, Mr. Reynoso, and Mr. Hodges in 2023. Mr. Murphy’s award was granted in connection with his appointment as Interim Chief Financial Officer and Mr. Reynoso’s and Mr. Hodges’ awards were granted in connection with their recruitment and hiring. These awards are described in detail under the headings “Stock Option Awards” and “Restricted Stock Units” above. The number of shares awarded and the value of the awards as of the grant date are shown in the below chart.

Under the terms of his offer letter, Mr. Hodges is not currently eligible to receive additional equity awards from the Company in the future due to these one-time special long-term equity awards granted to him in connection with his recruitment and hiring.

Consulting Fees to Mr. Hodges: As reported in a Form 8-K filed by the Company on May 16, 2023, Mr. Hodges served as a senior supply chain management advisor for the Company from March 2022 until his hiring as Chief Supply Chain Officer on May 22, 2023. In 2023, prior to his full-time hiring, the Company paid $645,500 in consulting fees to Mr. Hodges.

Compensation Committee Report

The information contained in this report is not soliciting material, is not deemed filed with the SEC, and is not to be incorporated by reference in any filing of the Company under The Securities Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation of this proxy statement by reference.

The Compensation Committee has reviewed and discussed with management the foregoing Compensation Discussion and Analysis. Based on that review and those discussions, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s Proxy Statement for the Annual Meeting of Stockholders to be held on May 7, 2024 and incorporated by reference in the Company’s Annual Report on Form 10-K for Fiscal Year 2023.

Julio N. Nemeth, Chair
Michael Spillane
Cynthia A. Swanson

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee is, or during Fiscal Year 2023 was, an officer or employee of Boston Beer or any of its subsidiaries, and no Compensation Committee member has any interlocking relationship with the Company which is required to be reported under applicable rules and regulations of the SEC.

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Executive Compensation

Summary Compensation Table

The following table summarizes the compensation of our 2023 NEOs for Fiscal Year 2023, Fiscal Year 2022, and Fiscal Year 2021.

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Except as noted in the “All Other Compensation” column, we have not paid or provided any perquisites to any of our Executive Officers, either individually or in the aggregate, in excess of $10,000. Investment Shares of the Company’s Class A Common Stock purchased by Executive Officers at a discount under the ISP are not included in the Summary Compensation Table. The Chairman and the CEO are not eligible for the ISP. Executive Officers other than the Chairman and the CEO receive the same opportunity under the ISP as other ISP Eligible Employees. On December 30, 2023, Mr. Murphy held unvested Investment Shares.

Grants of Plan-Based Awards in Fiscal Year 2023

The following table describes the potential range of annual cash incentive awards and potential payouts under equity incentive awards for Fiscal Year 2023 performance, the actual stock option awards granted during Fiscal Year 2023, the actual RSUs granted during Fiscal Year 2023, and the grant date fair value of the equity awards.