DEF 14A of Boston Beer Co Inc, Mar 28, 2024

DEF 14A of Boston Beer Co Inc

Filed Mar 28, 2024 · FY20230001308179-24-000337

Open on EDGAR

  1. Founder, Brewer, and Chairman of the Board

    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

  2. Board Nominees

    Board Nominees CLASS A DIRECTOR NOMINEES

  3. Board Nominees

    | Name | Age | Director Since | Principal Occupation | Current Committee Assignments | | Meghan V. Joyce* | 39 | 2019 | Co-Founder and CEO of Duckbill Technologies, Inc. | NomGov (Chair), Audit | | Cynthia L. Swanson | 62 | 2023 | (Retired) Chief Financial Officer (Europe and Sub Sahara Africa) of PepsiCo | Audit, Comp | | Jean-Michel Valette | 63 | 2003 | Independent advisor for select branded consumer companies | Audit (chair), NomGov | | CLASS B DIRECTOR NOMINEES | | | | | | Name | Age | Director Since | Principal Occupation | Current Committee Assignments | | Michael Spillane** | 64 | 2016 | President and CEO of Boston Beer as of April 1, 2024 | Comp, NomGov | | Samuel A. Calagione, III | 54 | 2020 | Founder and Brewer of Dogfish Head Brewery | - | | Cynthia A. Fisher | 63 | 2012 | Founder and Chairman of PatientRightsAdvocate.org | - | | C. James Koch | 74 | 1995 | Founder and Chairman of Boston Beer | - | | Julio N. Nemeth | 63 | 2020 | (Retired) Chief Product Supply Officer of Procter & Gamble | Comp (Chair), NomGov |

  4. Board 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

  5. Board Nominees

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

  6. Board Nominees

    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.

  7. Nominees for Class A Director

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

  8. Nominees for Class A Director

    | MEGHAN V. JOYCE Age: 39 Director since: 2019 INDEPENDENT CLASS A DIRECTOR NOMINEE Ms. Joyce is the Co-Founder and Chief Executive Officer of Duckbill Technologies, Inc., a pre-seed venture-backed tech startup company based in Boston, a position she has held since April 2022. Prior to this role, she was the Chief Operating Officer and EVP of Platform for Oscar Health (NYSE: OSCR), a technology-focused health insurance company based in New York, New York, a position she held from September 2019 until April 2022. In this role, she oversaw Oscar’s operations, technology, marketing, and clinical operations, as well as its technology and services solutions. She has continued to serve as a Senior Advisor for Oscar since April 2022. Prior to her position at Oscar, she worked for Uber Technologies, Inc., a tech company headquartered in San Francisco, from 2013 to 2019. From 2017 to 2019, she served as Regional General Manager for Uber US & Canada Cities, responsible for business outcomes and rider and driver experience in communities across the US & Canada. Ms. Joyce served as Uber’s East Coast General Manager from 2015 to 2017 and Boston General Manager from 2013 to 2015. Prior to that, she served as a Senior Policy Advisor for the United States Department of the Treasury in Washington, D.C. from 2011 to 2012. Ms. Joyce previously worked as an investor for Bain Capital and a consultant for Bain & Company. In August 2021, Ms. Joyce was appointed to the Board of Directors of Guardant Health, Inc., an oncology-focused health company based in Palo Alto, California. She serves on Guardant’s Audit Committee and Compensation Committee. Committees: Nominating/Governance Committee (Chair), Audit Committee Other Public Company Directorships: Guardant Health, Inc. Specific qualifications and experience of particular relevance to Boston Beer Ms. Joyce has extensive experience in business strategy, managing growth, financial modeling, modern consumer recruitment and engagement, digital marketing and implementation of new technologies, and management and retention of diverse employee groups. She was appointed Chair of our Nominating/Governance Committee in May 2020, after having served on the committee since May 2019. She has served on the Audit Committee since May 2019 and served on the Compensation Committee from May 2019 to May 2020. | CYNTHIA L. SWANSON Age: 62 Director since: 2023 INDEPENDENT CLASS A DIRECTOR NOMINEE Ms. Swanson was appointed to Boston Beer’s Board of Directors in July 2023. She has over thirty years of senior financial management experience in the beverage industry. From 1991 to 2020, Ms. Swanson served in several senior roles with PepsiCo, a multinational food, snack, and beverage company headquartered in Purchase, New York. Most recently she served as Chief Financial Officer of PepsiCo Europe and Sub Sahara Africa from January 2017 to March 2020, a role that was based in Geneva, Switzerland. Prior to that, she served as Chief Financial Officer of PepsiCo Americas Beverages from September 2005 to December 2016; Senior Vice President of PepsiCo Global Mergers, Acquisitions & Merger Integration from 2002 to 2005; Chief Financial Officer Frito-Lay International Latin America, Asia Pacific & Australia Division from 2000 to 2002; and Vice President and Chief Financial Officer of Pepsi-Cola International Central Europe Region from 1993 to 1999. From 2013 to 2016, Ms. Swanson served on the Board of Directors of Women In Need, Inc., a non-profit organization aiming to break the cycle of homelessness for women and their children in New York, New York. Committees: Audit Committee, Compensation Committee Other Public Company Directorships: None Specific qualifications and experience of particular relevance to Boston Beer Ms. Swanson has extensive experience leading beverage and consumer packaged goods organizations. Her significant financial experience in the beverage industry helps shape our overall financial and operational strategies. She was appointed to our Audit Committee and our Compensation Committee in July 2023. |

  9. Nominees for Class A Director

    | THE BOSTON BEER COMPANY, INC. | | 2024 Proxy Statement | 13 |

  10. Nominees for Class A Director

    | JEAN-MICHEL VALETTE Age: 63 Director since: 2003 INDEPENDENT CLASS A DIRECTOR NOMINEE Mr. Valette currently serves as an independent advisor to select branded consumer companies. He has been on Boston Beer’s Board of Directors since May 2003 and served as the Board’s Lead Director from May 2013 to May 2023. He is a Director and Audit Committee Chair of Intertek Group plc, a publicly traded global quality assurance and testing company active across a broad range of sectors and geographies, based in London, England. He also serves as a director of several private companies, including as Chairman of Huneeus Vintners and Drip Drop Hydration, Inc. He served as a Director of Sleep Number Corporation, a publicly traded sleep technology company based in Minneapolis, Minnesota from 1994 to 2023, including as chairman from 2010 until 2022. Until November 2012, he was Chairman of the Board and a member of the Audit and Nominating/Governance Committees of Peet’s Coffee & Tea Inc., a California-based specialty coffee company. Peet’s went private in 2012; from that timed until April 2022, Mr. Valette served as a Director and Chairman of its Audit and Valuation Committees. Peet’s parent company, JDE Peet’s N.V., went public in May 2020; Mr. Valette does not serve on that Board. Until October 2006, he was Chairman of Robert Mondavi Winery, a California wine company. Prior to assuming that position, he had served as President and Managing Director of Robert Mondavi Winery from October 2004 to January 2005. Committees: Audit Committee (Chair), Nominating/Governance Committee Other Public Company Directorships: Intertek Group plc Specific qualifications and experience of particular relevance to Boston Beer Mr. Valette has more than thirty years of experience in management, public company corporate governance, strategic planning, and finance, with extensive experience in the alcohol beverage industry. Mr. Valette has served on our Nominating/Governance Committee since May 2004. He has also served as a member of our Audit Committee since May 2003, and the Committee’s Chair since January 2019. He served on our Compensation Committee from May 2018 to May 2020. |

  11. Nominees for Class A Director

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

  12. Nominees for Class B Director

    Nominees for Class B Director

  13. Nominees for Class B Director

    | SAMUEL A. CALAGIONE, III Age: 54 Director since: 2020 CLASS B DIRECTOR NOMINEE Mr. Calagione 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: 26 Off-Centered Years (2021). Committees: None Other Public Company Directorships: None Specific qualifications and experience of particular relevance to Boston Beer During his twenty-eight years at the helm of Dogfish Head, he grew the company from a small brewpub in Rehoboth, Delaware to an award-winning, nationally recognized brand and destination. Mr. Calagione’s skills in brewing, innovation, marketing, consumer engagement, media relations, management, distributor relations, and entrepreneurship are an invaluable asset to Boston Beer’s leadership team and the Board. | CYNTHIA A. FISHER Age: 63 Director since: 2012 CLASS B DIRECTOR NOMINEE Ms. Fisher is an independent investor, entrepreneur, and advisor. She is Founder and Chairman of PatientRightsAdvocate.org, a nonprofit, non-partisan organization based in Newton, Massachusetts. The organization seeks systemwide healthcare price transparency to empower American consumers and employers to know actual quality and prices of care and coverage upfront and create a functional marketplace in healthcare to lower costs, improve quality, and broaden affordable access through competition and choice. Ms. Fisher also serves on the Board of Directors of Easterly Government Properties, Inc. (NYSE: DEA), a publicly held real estate investment trust based in Washington, D.C., where she is a member of the Audit Committee, Compensation Committee, and Nominating & Corporate Governance Committee. She also founded WaterRev, LLC, an investment company located in Newton, Massachusetts, focused on innovative technology companies that enable sustainable practices of water use. In 1992, Ms. Fisher founded ViaCord, Inc., a cord blood stem cell banking company, and served as its Founder, Chairman, and CEO from 1993 to 2000. In 2000, she co-founded ViaCell, Inc., a cellular medicines company, and served as President and on the Board of Directors. ViaCell, the successor to ViaCord, went public in 2005 and was subsequently sold to PerkinElmer in 2007. Ms. Fisher co-founded and is Chairman of Fitmoney.org, which provides curriculum for K-12 financial literacy. She serves on the board of the National Park Foundation and previously served on the Board of Directors of Water.org. Ms. Fisher is the spouse of C. James Koch, Boston Beer’s Founder and Chairman. Committees: None Other Public Company Directorships: Easterly Government Properties, Inc. Specific qualifications and experience of particular relevance to Boston Beer She brings significant entrepreneurial experience, as well as insight in business strategy, operations, and consumer marketing to the Board’s overall business perspective. |

  14. Nominees for Class B Director

    | THE BOSTON BEER COMPANY, INC. | | 2024 Proxy Statement | 15 |

  15. Nominees for Class B Director

    | C. JAMES KOCH Age: 74 Director since: 1995 CLASS B DIRECTOR NOMINEE Jim Koch founded Boston Beer in 1984 and currently serves as its 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, a publicly-traded producer of plant-based meat substitutes based in Los Angeles, California, in May 2023. He sits on Beyond Meat’s Risk Committee. Committees: None Other Public Company Directorships: Beyond Meat, Inc. Specific qualifications and experience of particular relevance to Boston Beer His forty years at the helm of Boston Beer, during which it has grown from a small start-up company to its current position as a leading craft brewer, are a testament to his skill in brewing, strategy, brand development, and industry leadership. | JULIO N. NEMETH Age: 63 Director since: 2020 INDEPENDENT CLASS B DIRECTOR NOMINEE Mr. Nemeth was appointed to Boston Beer’s Board of Directors in January 2020. He has served on the Compensation Committee since that time. He was appointed Chair of the Compensation Committee and joined the Nominating/Governance Committee in May 2023. He served on our Audit Committee from 2020 to 2023. Mr. Nemeth previously served as Chief Product Supply Officer at Procter & Gamble, a consumer goods corporation headquartered in Cincinnati, OH (NYSE: PG), from 2019 until his retirement in June 2023. He also served as the Executive Sponsor of the Hispanic Leadership Team and the People with Disabilities Network at P&G. He held numerous senior roles with P&G since 1990, including President, Global Business Services from 2015 to 2019 and Senior Vice President, Product Supply, Global Operations from 2013 to 2014. Prior to his time at P&G, he served as a Project Engineer for Union Carbide Corporation in Brazil from 1987 to 1990 and as a Design Engineer for Fabirnor Argentina from 1984 to 1987. Committees: Compensation Committee (Chair), Nominating/ Governance Committee Other Public Company Directorships: None Specific qualifications and experience of particular relevance to Boston Beer Mr. Nemeth has more than forty years of operations, engineering, procurement, manufacturing, customer service, quality, distribution, innovation, and general management experience in the consumer goods industry, with significant experience in supply chain management. Prior to his retirement in 2023, he led P&G’s global product supply organization, which included 58,000 employees, over 100 manufacturing plants, and roughly 200 distribution centers around the world. |

  16. Nominees for Class B Director

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

  17. Nominees for Class B Director

    | MICHAEL SPILLANE Age: 64 Director since: 2016 CLASS B DIRECTOR NOMINEE Mr. Spillane has served on Boston Beer’s Board of Directors since 2016 and has been appointed President and Chief Executive Officer effective April 1, 2024. He previously served as President of Consumer Creation at Nike, Inc. (NYSE: NKE), a publicly traded manufacturer and marketer of athletic footwear, apparel, and equipment from 2020 until September 2023. Prior to that, Mr. Spillane held a variety of roles with Nike dating back to 2007, including President of Categories and Product from May 2017 to May 2020, President of Product and Merchandising from April 2016 to May 2017, Vice President and General Manager of Global Footwear from May 2015 to April 2016, and General Manager and Vice President, Greater China from May 2013 to May 2015. From 2011 to 2013, he held the position of Chief Executive Officer at Umbro International, a Nike subsidiary based in England. From 2009 to 2011, Mr. Spillane was the Chief Executive Officer of Converse, a Nike subsidiary based in Massachusetts. From 2007 to 2009, he held the position of President, North America, and Global Product at Nike. Prior to joining Nike, Mr. Spillane held senior management roles at various apparel and textile companies, including Malden Mills, Tommy Hilfiger USA, Jockey International, and Missbrenner, Inc. Other Public Company Directorships: None Specific qualifications and experience of particular relevance to Boston Beer Mr. Spillane has extensive experience in the marketing of consumer goods, including digital marketing, social media, consumer insight, planning, and merchandising. He also has significant senior corporate governance experience at consumer goods companies, both public and private. He has served on our Compensation Committee since May 2016, including as Chair from May 2016 to May 2023, and as a member of our Nominating/Governance Committee since May 2018. |

  18. Nominees for Class B Director

    | THE BOSTON BEER COMPANY, INC. | | 2024 Proxy Statement | 17 |

  19. Consideration of Nominees for Director

    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.

  20. Consideration of Nominees for Director

    | THE BOSTON BEER COMPANY, INC. | | 2024 Proxy Statement | 21 |

  21. Director Compensation

    Director Compensation

  22. Director Compensation for Fiscal Year 2023

    Director Compensation for Fiscal Year 2023 The following table sets forth certain information concerning the 2023 compensation of our Non-Employee Directors.

  23. Director Compensation for Fiscal Year 2023

    | Name | Fees Paid in Cash | Option Awards(1)(2) | RSU Awards(3) | Total | | Cynthia A. Fisher | $75,000 | $65,101 | $65,109 | $205,210 | | Meghan V. Joyce | $105,000 | $65,101 | $65,109 | $235,210 | | Julio N. Nemeth | $106,233 | $65,101 | $65,109 | $236,443 | | Michael Spillane | $115,000 | $65,101 | $65,109 | $245,210 | | Cynthia L. Swanson | $95,000 | $130,034 | $130,162 | $355,196 | | Jean-Michel Valette | $106,233 | $65,101 | $65,109 | $236,443 | | Michael M. Lynton(4) | $0 | $0 | $0 | $0 |

  24. Director Compensation for Fiscal Year 2023

    | (1) Reflects the dollar amount of the aggregate grant date fair value of awards granted during Fiscal Year 2023, as computed in accordance with Accounting Standards Codification 718, Compensation-Stock Compensation (“ASC 718”). The methods and assumptions used in valuing the stock option awards in accordance with ASC 718 are described in the audited financial statements for Fiscal Year 2023 included in Boston Beer’s Annual Report on Form 10-K filed with the SEC on February 27, 2024. | | (2) On May 17, 2023, upon election to the Board of Directors, each Non-Employee Director elected to the Board at that time was granted an option under the Director Equity Plan to purchase 417 Class A Shares at an exercise price of $319.16, the closing price on the last trading day before the grant date. On July 3, 2023, upon her appointment to the Board of Directors, Ms. Swanson was granted an option under the Director Equity Plan to purchase 856 Class A Shares at an exercise price of $308.44, the closing price on the last trading day before the grant date. All options are fully vested as of the grant date. As of the end of the 2023 Fiscal Year, the aggregate number of shares subject to unexercised stock options held by Non-Employee Directors is shown below: |

  25. Director Compensation for Fiscal Year 2023

    | Name | Number of Option Shares | | Cynthia A. Fisher | 8,287 | | Meghan V. Joyce | 3,917 | | Julio N. Nemeth | 2,847 | | Michael Spillane | 8,490 | | Cynthia L. Swanson | 856 | | Jean-Michel Valette | 4,612 |

  26. Director Compensation for Fiscal Year 2023

    | (3) On May 17, 2023, upon election to the Board of Directors, each Non-Employee Director elected to the Board at that time was granted 204 RSUs under the Director Equity Plan. On July 3, 2023, upon her appointment to the Board of Directors, Ms. Swanson was granted 422 RSUs. All grants were awarded pursuant to the Director Equity Plan. RSUs vest one year from the grant date contingent on continued service at the end of that board year. | | (4) Mr. Lynton served as a Director through the conclusion of the 2022-23 Boar Year, which ended at the close of the 2023 Annual Meeting of Stockholders. He did not stand for reelection at that time. Mr. Lynton did not receive any compensation in 2023 as his fees for the 2022-23 Board Year were paid in 2022. |

  27. Director Compensation for Fiscal Year 2023

    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.

  28. Director Compensation for Fiscal Year 2023

    | Name | Base Salary | 2023 Bonus Paid in 2024 | All Other Compensation(1) | Total | | Samuel A. Calagione, III | $464,470 | $464,470 | $14,117 | $943,057 | | C. James Koch | $464,470 | $464,470 | $14,117 | $943,057 |

  29. Director Compensation for Fiscal Year 2023

    | (1) Includes annual group life insurance premium, short-term and long-term disability, Company matching contributions under the Company’s 401(k) plan paid in the respective year, Company health savings contributions under the Company’s medical plan paid in the respective year. |

  30. Director Compensation for Fiscal Year 2023

    | THE BOSTON BEER COMPANY, INC. | | 2024 Proxy Statement | 25 |

  31. Compensation Philosophy and Objectives

    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:

  32. Compensation Philosophy and Objectives

    | • | provide executives with competitive cash and equity compensation with a significant portion of total compensation contingent on Company performance, thereby increasing stockholder value; | | • | provide higher compensation to high-value contributors and high performers in the most critical areas of the Company’s business; and | | • | encourage executives to act as owners with an equity stake in the Company, while reducing risk from its compensation practices that would be reasonably likely to have a material adverse effect on the Company, by basing variable compensation on a range of performance criteria that have a mix of short-term and long-term implications. |

  33. Cash Incentive Bonuses

    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:

  34. Cash Incentive Bonuses

    | • | Mr. Burwick: 120% of base salary, a 20% increase from his 2022 Bonus Target; | | • | Mr. Smalla: 75% of base salary, no change from 2022; | | • | Mr. Murphy: 40% of base salary, no change from 2022. | | • | Mr. Geist: 75% of base salary, no change from 2022; and | | • | Ms. Lysyj: 60% of base salary, no change from 2022. |

  35. Cash Incentive Bonuses

    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.

  36. Cash Incentive Bonuses

    | • | First, the Committee was tasked with determining the Company’s achievement of the 2023 Company Goals against the 2023 Bonus Scale (the “2023 Achievement”). | | • | Second, the Committee established an aggregate bonus pool for the Company’s Executive Officers, including the NEOs, by applying the 2023 Achievement against each Officer’s 2023 Bonus Target. | | • | Third, the Compensation Committee considered any potential adjustments to any of the Executive Officers’ final 2023 bonus payout based on the Committee’s assessment of each Executive Officer’s overall job performance, key competencies, and the achievement of relevant objectives and key results in 2023. The Committee retains the discretion to increase or decrease an Officer’s bonus payout by 10% from the baseline bonus funding if the Officer was deemed to have performed “successfully” in 2023, and by 30% if the Officer was deemed to have performed “exceptionally.” The Committee had also retained the discretion to decrease an Officer’s 2023 bonus payout to as low as $0 if the Officer was deemed to have performed “unsatisfactorily” in 2023. |

  37. Cash Incentive Bonuses

    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.

  38. Cash Incentive Bonuses

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  39. Cash Incentive Bonuses

    | 2023 Bonus Scale | | | | | | | | | | | | Resource Efficiencies (millions $) | $52 | $57 | $62 | $67 | $72 | $77 | $82 | $87 | $92 | $100 | | EBIT (millions $) | $102 | $109 | $117 | $122 | $128 | $135 | $145 | $155 | $165 | $175 | | Depletions Growth (Like for Like) % | -8% | -7% | -6.5% | -5.5% | -3.5% | -1.5% | -0.5% | -1% | 2% | 3.5% | | FUNDING % | 0% | 25% | 50% | 75% | 100% | 125% | 150% | 175% | 200% | 250% |

  40. Cash Incentive Bonuses

    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.

  41. Cash Incentive Bonuses

    | 2023 Formulaic Achievement | % Achievement on 2023 Bonus Scale | | $81.5 million in Resource Efficiencies (focused cost savings) | 148% | | $119.6 million in EBIT | 63% | | -4.5% Depletions Growth | 88% | | PAYOUT % | 95% |

  42. Long-Term Equity Awards

    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.

  43. Stock Option Awards

    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

  44. Stock Option Awards

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  45. Stock Option Awards

    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.

  46. Restricted Stock Units

    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

  47. Restricted Stock Units

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  48. Restricted Stock Units

    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.

  49. Compensation Assessments

    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:

  50. Boston Beer Peer Group

    Boston Beer Peer Group

  51. Boston Beer Peer Group

    | Acushnet Company | Crocs, Inc. | Lancaster Colony Corp. | | Beyond Meat, Inc. | Deckers Outdoor Corporation | National Beverage Corp. | | Brown-Forman Corporation | Flower Foods Inc. | Tilray Brands, Inc. | | Cabot Corporation | Hasbro, Inc. | Vector Group Ltd. | | Church & Dwight Co., Inc. | Hostess Brands Inc. | YETI Holdings, Inc. | | Columbia Sportswear Co. | iRobot Corporation | |

  52. 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.

  53. President & CEO David A. Burwick 2023 Total Compensation Mix

    | Annual Compensation | | | Base Salary Received | $860,500 | | Performance Cash Bonus | $1,032,605 | | March 1, 2023 Annual Stock Option Award | $2,000,007 | | March 1, 2023 Annual Restricted Stock Unit Award | $2,000,113 | | Other Compensation | $14,117 | | 2023 TOTAL COMPENSATION | $5,907,342 |

  54. President & CEO David A. Burwick 2023 Total Compensation Mix

    | • | Base Salary: Mr. Burwick’s 2023 annual base salary represented a 3% increase from his 2022 base salary. His 2023 base salary was approved by the Compensation Committee and the Board of Directors in February 2023. | | • | Performance Cash Bonus: As disclosed in a Form 8-K filed by the Company on February 10, 2023, the Compensation Committee approved a target cash bonus for Mr. Burwick of 120% of his 2023 base salary, which represented a 20% increase from Mr. Burwick’s 2022 target cash bonus percentage. The Compensation Committee reviewed Fiscal Year 2023 Company performance against the 2023 cash bonus scale in February 2024, determined that the Company achieved 95% on the scale, and determined to fund the bonus pool at 100%. The Committee accordingly approved a bonus to Mr. Burwick in the amount of $1,032,605, which was paid in March 2024. | | • | Performance-Based Stock Option Award: On March 1, 2023, the Company granted Mr. Burwick a performance-based stock option award for a total of 12,430 shares, valued at $2,000,007 on the grant date. As described in more detail under the heading “Stock Option Awards,” the option shares have an exercise price of $323.80, are contingent upon net revenue growth in Fiscal Year 2024 over Fiscal Year 2022, have a three-year vesting schedule from March 2025 to March 2027 should the performance criteria be achieved, and are contingent on continued employment (as an employee or consultant) on the applicable vesting dates. The stock option award structure is identical in nature to the stock option awards granted to the other NEOs on March 1, 2023. | | • | Restricted Stock Units: On March 1, 2023, the Company granted Mr. Burwick an award of 6,177 RSUs valued at $2,000,113 on the grant date. As described in more detail under the heading “Restricted Stock Units,” the RSUs vest over a four-year period and are contingent upon continued employment (as an employee or consultant) on the applicable vesting dates. The RSU award structure is identical in nature to the annual RSUs granted to the other NEOs on March 1, 2023. | | • | Other Compensation: “Other Compensation” includes $13,200 in matching contributions to the Company’s 401(k) plan and $917 in Company contributions to annual group life insurance, accidental death and dismemberment insurance, and short-term and long-term disability. Mr. Burwick was eligible for the same level and offering of those benefits as other Company coworkers. |

  55. 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.”

  56. Compensation of Named Executive Officers Other than the CEO

    | Name | Title | 2023 Bonus, Paid in March 2024 | | Diego Reynoso | Treasurer and CFO | $111,000 | | Frank H. Smalla | Former Treasurer and CFO | $0 | | Matthew D. Murphy | Chief Accounting Officer & VP of Finance | $189,850 | | Philip A. Hodges | Chief Supply Chain Officer | $214,500 | | John C. Geist | Chief Sales Officer | $432,000 | | Lesya Lysyj | Chief Marketing Officer | $332,500 |

  57. Compensation of Named Executive Officers Other than the CEO

    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.

  58. Compensation of Named Executive Officers Other than the CEO

    | Name | Title | Stock Option Award | RSUs | | John C. Geist | Chief Sales Officer | 3,084 option shares $500,058 | 1,545 shares $500,271 | | Frank H. Smalla | Former Treasurer and CFO | 3,084 option shares $500,058 | 1,545 shares $500,271 | | Matthew D. Murphy | Chief Accounting Officer & VP of Finance | 771 option shares $125,015 | 387 shares $125,311 | | Lesya Lysyj | Chief Marketing Officer | 1,697 shares $275,162 | 850 shares $275,230 |

  59. Compensation of Named Executive Officers Other than the CEO

    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.

  60. Compensation of Named Executive Officers Other than the CEO

    | Name | Title | Stock Option Awards | RSUs | | Diego Reynoso | Treasurer and CFO | 9,717 option shares $1,500,100 | 4,498 shares $1,500,083 | | Matthew D. Murphy | Chief Accounting Officer & VP of Finance | 3,944 option shares $600,090 | — | | Philip A. Hodges | Chief Supply Chain Officer | 19,624 option shares $3,000,117 | 15,167 shares $4,999,635 |

  61. Compensation of Named Executive Officers Other than the CEO

    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.

  62. Summary Compensation Table

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

  63. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary(1) | Bonus(1)(2) | Restricted Stock Awards(3) | Option Awards(3) | All Other Compensation(1)(4) | Total | | David A. Burwick | 2023 | $860,500 | $1,032,605 | $2,000,113 | $2,000,007(5) | $14,117 | $5,907,342 | | President & CEO | 2022 | $835,459 | $0 | $2,000,127 | $2,000,034(6) | $13,117 | $4,848,737 | | | 2021 | $826,278 | $0 | $7,001,400(7) | $7,000,380(7)(8) | $12,898 | $14,840,956 | | Diego Reynoso | 2023 | $184,615 | $111,000 | $1,500,083 | $1,500,110 | $608,359 | $3,904,167 | | Treasurer & Chief Financial Officer | 2022 | $0 | $0 | $0 | $0 | $0 | $0 | | | 2021 | $0 | $0 | $0 | $0 | $0 | $0 | | Frank H. Smalla | 2023 | $184,969 | $0 | $500,271 | $500,058(5) | $21,615 | $1,206,913 | | (Former) Treasurer & Chief Financial Officer | 2022 | $592,640 | $142,250 | $289,896 | $289,764(6) | $33,827 | $1,348,377 | | | 2021 | $575,378 | $0 | $281,867 | $281,203(8) | $13,898 | $1,152,346 | | Matthew D. Murphy | 2023 | $379,698 | $189,850 | $125,311 | $725,104(5)(7) | $31,419 | $1,451,382 | | Vice President, Finance & Chief Accounting Officer | 2022 | $366,344 | $66,000 | $300,249 | $0 | $28,153 | $760,746 | | | 2021 | $355,674 | $8,536 | $150,192 | $0 | $25,565 | $539,967 | | Philip A. Hodges | 2023 | $376,096 | $214,500 | $5,000,543 | $3,000,117(7)(9) | $668,245 | $9,259,501 | | Chief Supply Chain Officer | 2022 | $0 | $0 | $0 | $0 | $0 | $0 | | | 2021 | $0 | $0 | $0 | $0 | $0 | $0 | | John C. Geist | 2023 | $606,342 | $432,000 | $500,271 | $500,058(5) | $21,167 | $2,059,838 | | Chief Sales Officer | 2022 | $592,640 | $142,250 | $289,896 | $289,764(6) | $20,717 | $1,335,267 | | | 2021 | $575,378 | $0 | $281,867 | $281,203(8) | $20,735 | $1,159,183 | | Lesya Lysyj | 2023 | $527,526 | $332,500 | $275,230 | $275,162(5) | $30,042 | $1,440,460 | | Chief Marketing Officer | 2022 | $515,557 | $84,000 | $216,655 | $216,388(6) | $28,117 | $1,060,717 | | | 2021 | $500,540 | $0 | $244,833 | $244,759(8) | $19,268 | $1,009,400 |

  64. Summary Compensation Table

    | (1) Included in this column are amounts earned, although not necessarily received, during the corresponding fiscal year. | | (2) The Compensation Committee, on occasion, awards Executive Officers additional discretionary bonus payments outside of the scope of the Executive Officer’s incentive bonus goal plan in recognition of exceptional performance, in connection with hiring, or for other reasons. | | (3) Reflects the dollar amount of the aggregate grant date fair value of awards granted during each fiscal year as computed in accordance with Accounting Standards Codification 718, Compensation-Stock Compensation (“ASC 718”). The methods and assumptions used in valuing the stock option and restricted stock awards in accordance with ASC 718 are described in the Company’s audited financial statements for Fiscal Year 2023 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 27, 2024. | | (4) Includes annual group life insurance premium, Company matching contributions under the Company’s 401(k) plan paid in the respective year, car allowances as applicable, Company health savings contributions under the Company’s medical plan paid in the respective year, accrued but unused paid time off paid to former employees, fitness reimbursements, and Relocation Assistance if applicable. For Fiscal Year 2023, Mr. Burwick, Mr. Murphy, Mr. Hodges, Mr. Geist, and Ms. Lysyj each received 401(k) plan matching contributions in the amount of $13,200. Mr. Smalla received 401(k) plan matching contributions in the amount of $13.089. Mr. Reynoso received 401(k) plan matching contributions of $8,077. As explained above under the heading “Executive Benefits”, Mr. Reynoso received $600,000 and Mr. Hodges received $9,016 in Relocation Assistance in 2023. As explained above under the heading “Consulting Fees to Mr. Hodges”, prior to his full-time hiring, the Company paid $645,500 in consulting fees to Mr. Hodges in 2023. | | (5) Grant contains performance-based vesting conditions based on depletions growth as fully described under the heading “Long-Term Equity Awards - Stock Option Awards” above; the value reported above reflects the value of the award at the grant date and is consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under ASC 718, excluding the effect of estimated forfeitures. The Compensation Committee will determine if the performance criteria have been met prior to March 1, 2025. | | (6) Grant contains performance-based vesting conditions based on depletions growth as fully described under the heading “Long-Term Equity Awards - Stock Option Awards” above; the value reported above reflects the value of the award at the grant date and is consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under ASC 718, excluding the effect of estimated forfeitures. In February 2024, the Compensation Committee determined that the performance criteria had not been achieved. | | (7) Grant contains long-term service-based vesting conditions; as such, the value reported above reflects the value of the award at the grant date and is consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under ASC 718, excluding the effect of estimated forfeitures. | | (8) Grant contains performance-based vesting conditions based on depletions growth as fully described under the heading “Long-Term Equity Awards - Stock Option Awards” above; the value reported above reflects the value of the award at the grant date and is consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under ASC 718, excluding the effect of estimated forfeitures. In February 2023, the Compensation Committee determined that the performance criteria had been achieved. | | (9) Grant contains performance-based vesting conditions based on delivered gross margin and net promoter score metrics as fully described under the heading “Long-Term Equity Awards - Stock Option Awards” above; the value reported above reflects the value of the award at the grant date and is consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under ASC 718, excluding the effect of estimated forfeitures. The Compensation Committee will determine if the performance criteria have been met prior to March 1, 2027. |

  65. Summary Compensation Table

    | www.bostonbeer.com | THE BOSTON BEER COMPANY, INC. | | 2024 Proxy Statement | 40 |

  66. Summary Compensation Table

    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.

  67. Grants of Plan-Based Awards in Fiscal Year 2023

    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.

  68. Grants of Plan-Based Awards in Fiscal Year 2023

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | Estimated Future Payouts Under Equity Incentive Plan Awards(1) | | All Other Stock Awards: Number | Exercise or Base Price of Option | Closing Price on Date of | Grant Date Fair Value of Stock and Option | | Name/Type of Award | Grant Date | Approval Date | Target ($) | Maximum ($) | Target (sh) | Maximum (sh) | of Shares of Stock | Awards ($/sh) | Grant ($/sh) | Awards ($)(2) | | David A. Burwick | | | | | | | | | | | | Annual Incentive | | | $1,032,604 | $2,581,509 | | | | | | | | Performance Option | 3/1/2023 | 2/6/2023(3) | | | 12,430(4) | 12,430(4) | | $323.80(3) | $323.80 | $2,000,007 | | RSU | 3/1/2023 | 2/6/2023(3) | | | | | 6,177 | | | $2,000,113 | | Diego Reynoso | | | | | | | | | | | | Annual Incentive | | | $360,000 | $900,000 | | | | | | | | Service Option | 10/31/2023 | 6/23/2023(9) | | | 9,717 | 9,717 | | $333.50 | $333.50 | $1,500,110 | | RSU | 10/31/2023 | 6/23/2023(9) | | | | | 4,498 | | | $1,500,083 | | Frank H. Smalla | | | | | | | | | | | | Annual Incentive | | | $456,488 | $1,141,219 | | | | | | | | Performance Option | 3/1/2023 | 2/6/2023(3) | | | 3,084(5) | 3,084(5) | | $323.80(3) | $323.80 | $500,058 | | RSU | 3/1/2023 | 2/6/2023(3) | | | | | 1,545 | | | $500,271 | | Matthew D. Murphy | | | | | | | | | | | | Annual Incentive | | | $191,144 | $477,860 | | | | | | | | Performance Option | 3/1/2023 | 2/6/2023(3) | | | 771(5) | 771(5) | | $323.80(3) | $323.80 | $125,015 | | Service Option | 5/15/2023 | 5/3/2023(6) | | | 3,994 | 3,994 | | $308.14 | $308.14 | $600,090 | | RSU | 3/1/2023 | 2/6/2023(3) | | | | | 387 | | | $125,311 | | Philip A. Hodges | | | | | | | | | | | | Annual Incentive | | | $369,000 | $922,500 | | | | | | | | Performance Option | 5/24/2023 | 5/18/2023(7) | | | 6,348(8) | 6,348(8) | | $330.68(6) | $330.68 | $1,000,003 | | Service Option | 5/24/2023 | 5/18/2023(7) | | | 13,276 | 13,276 | | $330.68 | $330.68 | $2,000,114 | | RSU | 5/24/2023 | 5/18/2023(7) | | | | | 9,073(8) | | | $3,000,260 | | RSU | 5/24/2023 | 5/18/2023(7) | | | | | 6,049 | | | $2,000,283 | | John C. Geist | | | | | | | | | | | | Annual Incentive | | | $456,488 | $1,141,219 | | | | | | | | Performance Option | 3/1/2023 | 2/6/2023(3) | | | 3,084(5) | 3,084(5) | | $323.80(3) | $323.80 | $500,058 | | RSU | 3/1/2023 | 2/6/2023(3) | | | | | 1,545 | | | $500,271 | | Lesya Lysyj | | | | | | | | | | | | Annual Incentive | | | $317,427 | $793,568 | | | | | | | | Performance Option | 3/1/2023 | 2/6/2023(3) | | | 1,697(5) | 1,697(5) | | $323.80(3) | $323.80 | $275,162 | | RSU | 3/1/2023 | 2/6/2023(3) | | | | | 850 | | | $275,230 |

  69. Grants of Plan-Based Awards in Fiscal Year 2023

    | THE BOSTON BEER COMPANY, INC. | | 2024 Proxy Statement | 41 |

  70. Grants of Plan-Based Awards in Fiscal Year 2023

    | (1) Bonus payouts are determined in accordance with a scale that provides for between 0% and 250% payout. The target represents 100% payout for full achievement of the performance goals, whereas the maximum represents 250% payout for achievement above the performance goals. Nevertheless, the Compensation Committee has the discretion to adjust the actual payout upon evaluation of overall achievement. | | (2) Reflects the dollar amount of the aggregate grant date fair value of awards granted during the fiscal year as computed in accordance with ASC 718. The method and assumptions used in valuing the equity awards in accordance with ASC 718 are described in Notes C and O to the Company’s audited financial statements for Fiscal Year 2023, included in the Company’s Annual Report on Form 10-K filed with the SEC on February 27, 2024. | | (3) On February 6, 2023, upon the recommendation of the Compensation Committee, the Board of Directors granted the above stock options effective as of March 1, 2023, with an exercise price equal to the closing price of the Company’s stock on the last trading day immediately prior to the grant date. | | (4) The option vests at 33% on March 1, 2025 and 67% on March 1, 2026 provided certain criteria are met. The vesting of each option is contingent on the Company achieving certain performance criteria. If the compounded annual growth rate of the Company’s net revenue in 2024 over 2022 is equal to or greater than -5.5%, but less than 2%, 50% of the number of shares will be eligible to vest in accordance with the vesting schedule. If the compounded annual growth rate of the Company’s net revenue in 2024 over 2022 is equal to or greater than 2%, 100% of the number of shares shall be eligible to vest in accordance with the vesting schedule. | | (5) The option vests at 33.3% per year starting on March 1, 2025, provided certain criteria are met. The vesting of each option is contingent on the Company achieving certain performance criteria. If the compounded annual growth rate of the Company’s net revenue in 2024 over 2022 is equal to or greater than -5.5%, but less than 2%, 50% of the number of shares will be eligible to vest in accordance with the vesting schedule. If the compounded annual growth rate of the Company’s net revenue in 2024 over 2022 is equal to or greater than 2%, 100% of the number of shares shall be eligible to vest in accordance with the vesting schedule. | | (6) On May 3, 2023, upon the recommendation of the Compensation Committee, the Board of Directors approved the above stock option as part of an offer letter. | | (7) On May 18, 2023, upon the recommendation of the Compensation Committee, the Board of Directors approved the above stock option as part of an offer letter. | | (8) The performance award vests at 100% on March 1, 2027, provided certain criteria are met. The vesting of each option is contingent on the Company achieving certain performance criteria. If the adjusted delivered gross margin is greater than or equal to 40.3% during the Company’s 2026 Fiscal Year, 87.5% of the option shares will vest. If the Net Promoter Score for the Company’s 2027 Engagement Survey is greater than or equal to +19 across all Supply Chain coworkers, the other 12.5% of the option shares will vest. | | (9) On June 23, 2023, upon the recommendation of the Compensation Committee, the Board of Directors approved the above stock option as part of an offer letter. |

  71. Outstanding Equity Awards at 2023 Fiscal Year End

    Outstanding Equity Awards at 2023 Fiscal Year End The following table sets forth information regarding LTE Awards granted to our Named Executive Officers that were outstanding as of December 30, 2023.

  72. Outstanding Equity Awards at 2023 Fiscal Year End

    | | Option Awards | | | | | Stock Awards | | | Name | No. of Securities Underlying Unexercised Options Exercisable | No. of Securities Underlying Unexercised Options Unexercisable | Equity Incentive Plan Awards: No. of Securities Underlying Unexercised Unearned Options | Option Exercise Price ($) | Option Expiration Date | No. of Shares of Stock That Have Not Vested | Market Value of Shares that Have Not Vested ($)(1) | | David A. Burwick | 1,116(2) | — | — | $214.83 | 6/4/2024 | 674(10) | $232,928 | | | 940(2) | — | — | $262.25 | 5/27/2025 | 973(11) | $336,259 | | | 1,560(2) | — | — | $157.58 | 5/25/2026 | 4,861(12) | $1,679,913 | | | 1,698(2) | — | — | $140.05 | 5/18/2027 | 3,912(13) | $1,351,948 | | | 9,959(3) | — | — | $229.30 | 4/30/2028 | 6,177(14) | $2,134,709 | | | 7,352(4) | — | — | $312.56 | 2/28/2029 | | | | | 4,686 | 2,343(5) | — | $370.79 | 2/28/2030 | | | | | 1,482 | 2,964(6) | — | $1,028.71 | 2/28/2031 | | | | | | | 10,935(7) | $1,028.71 | 2/28/2031 | | | | | | | 11,230(8) | $383.46 | 2/28/2032 | | | | | | | 12,430(9) | $323.80 | 2/28/2033 | | | | Diego Reynoso | — | — | 9,717(25) | $333.50 | 10/31/2033 | 4,498(26) | $1,554,464 | | Frank H. Smalla | — | — | — | — | — | — | — | | Matthew Murphy | 2,077 | 2,078(19) | — | $201.91 | 12/31/2025 | 101(10) | $34,905 | | | | | 771(9) | $323.80 | 2/28/2033 | 74(11) | $25,574 | | | | | 3,944(20) | $308.14 | 5/14/2033 | 588(13) | $203,207 | | | | | | | | 387(14) | $133,743 |

  73. Outstanding Equity Awards at 2023 Fiscal Year End

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  74. Outstanding Equity Awards at 2023 Fiscal Year End

    | | Option Awards | | | | | Stock Awards | | | Name | No. of Securities Underlying Unexercised Options Exercisable | No. of Securities Underlying Unexercised Options Unexercisable | Equity Incentive Plan Awards: No. of Securities Underlying Unexercised Unearned Options | Option Exercise Price ($) | Option Expiration Date | No. of Shares of Stock That Have Not Vested | Market Value of Shares that Have Not Vested ($)(1) | | Phil Hodges | — | — | 13,276(22) | $330.68 | 5/24/2033 | 6,049(24) | $2,090,474 | | | — | — | 6,348(21) | $330.68 | 5/23/2033 | 9,073(23) | $3,135,538 | | John C. Geist | 524 | 12,524(16) | — | $201.91 | 1/1/2026 | 2,696(15) | $931,711 | | | 1,274 | —(4) | — | $312.56 | 2/28/2029 | 181(10) | $62,552 | | | 1,255 | 628(5) | — | $370.79 | 2/28/2030 | 138(11) | $47,691 | | | 208 | 417(6) | — | $1,028.71 | 2/28/2031 | 567(13) | $195,950 | | | — | — | 1,627(8) | $383.46 | 2/28/2032 | 1,545(14) | $533,937 | | | | | 3,084(9) | $323.80 | 2/28/2033 | | | | Lesya Lysyj | 8,870 | 2,957(18) | — | $304.56 | 4/28/2029 | 160(10) | $55,294 | | | 1,112 | 557(5) | — | $370.79 | 2/28/2030 | 120(11) | $41,471 | | | 181 | 363(6) | — | $1,028.71 | 2/28/2031 | 494(13) | $170,721 | | | | | 1,415(8) | $383.46 | 2/28/2032 | 850(14) | $293,752 | | | | | 1,697(9) | $323.80 | 2/28/2033 | | |

  75. Outstanding Equity Awards at 2023 Fiscal Year End

    | (1) Market value of shares that have not vested is calculated using a stock price of $345.59, which is the closing price of the Company’s stock on the last trading day of Fiscal Year 2023. | | (2) Stock option awards granted under the Director Equity Plan, prior to Mr. Burwick’s appointment as President and CEO. | | (3) Stock option award granted on April 30, 2018. In February 2020, the Compensation Committee determined that the performance criteria had been met. One-third of the shares vested on March 1, 2020, January 1, 2021, and January 1, 2022. | | (4) Stock option award granted on March 1, 2019. In February 2021, the Compensation Committee determined that the performance criteria had been met. One-third of the shares vested on March 1 in each of the years 2021 to 2023. | | (5) Stock option award granted on March 1, 2020. In February 2022, the Compensation Committee determined that the performance criteria had been met. One-third of the shares vested on March 1 in each of the years 2022 to 2024. | | (6) Stock option award granted on March 1, 2021. Contingent on certain performance criteria being met and continued employment on the applicable vesting date, one-third of the shares vested or will vest on March 1 in each of the years 2023 to 2025. | | (7) Stock option granted on March 1, 2021. Contingent on Mr. Burwick’s continued employment by the Company on the applicable vesting date, 25% of the shares vested on March 1, 2024, 25% of the shares will vest on March 1, 2025, and 50% of the shares will vest on March 1, 2026. | | (8) Stock option award granted on March 1, 2022. Contingent on certain performance criteria being met and continued employment on the applicable vesting date, one-third of the shares will vest on March 1 in each of the years 2024 to 2026. | | (9) Stock option award granted on March 1, 2023. Contingent on certain performance criteria being met and continued employment on the applicable vesting date, one-third of the shares will vest on March 1 in each of the years 2025 to 2027. | | (10) RSU granted on March 1, 2020. Contingent on continued employment by the Company on the applicable vesting date, 25% of the shares vested or will vest on March 1 in the years 2021 to 2024. | | (11) RSU granted on March 1, 2021. Contingent on continued employment by the Company on the applicable vesting date, 25% of the shares vested or will vest on March 1 in the years 2022 to 2025. | | (12) RSU granted on March 1, 2021. Contingent on Mr. Burwick’s continued employment by the Company on the applicable vesting date, 25% of the shares will vest on March 1, 2024, 25% of the shares will vest on March 1, 2025, and 50% of the shares will vest on March 1, 2026. | | (13) RSU granted on March 1, 2022. Contingent on continued employment by the Company on the applicable vesting date, 25% of the shares vested or will vest on March 1 in the years 2023 to 2026. | | (14) RSU granted on March 1, 2023. Contingent on continued employment by the Company on the applicable vesting date, 25% of the shares vested or will vest on March 1 in the years 2024 to 2027. | | (15) RSU granted on March 1, 2020. Contingent on Mr. Geist’s continued employment by the Company on the vesting date, 100% of the shares will vest on March 1, 2025. | | (16) Stock option award granted on January 1, 2016. 25% of the shares vested on January 1 in the years 2021 to 2024. | | (17) RSU granted on March 1, 2020. Contingent on Mr. Geist’s continued employment by the Company on the vesting date, 100% of the shares will vest on March 1, 2025. | | (18) Stock option award granted on April 29, 2019. Contingent on Ms. Lysyj’s continued employment on the applicable vesting date, 50% of the shares vested on April 29, 2022, 25% of the shares vested on April 29, 2023, and 25% of the shares will vest on April 29, 2024. | | (19) Stock option award granted on January 1, 2016. 25% of the shares vested or will vest on January 1 in the years 2021 to 2024. | | (20) Stock option award granted on May 15, 2023. Contingent on Mr. Murphy’s continued employment by the Company on the applicable vesting date, 25% of the shares vested or will vest on March 1 in the years 2024 to 2027. |

  76. Outstanding Equity Awards at 2023 Fiscal Year End

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  77. Outstanding Equity Awards at 2023 Fiscal Year End

    | (21) Stock Option award granted on May 24, 2023. Contingent on certain performance criteria being met and continued employment on the applicable vesting date, 100% of the shares will vest on March 1, 2027. | | (22) Stock option award granted on May 24, 2023. Contingent on Mr. Hodges’ continued employment by the Company on the applicable vesting date, 25% of the shares vested or will vest on March 1 in the years 2024 to 2027. | | (23) RSU granted on May 24, 2023. Contingent on certain performance criteria being met and continued employment on the applicable vesting date, 100% of the shares will vest on March 1, 2027. | | (24) RSU granted on May 24, 2023. Contingent on Mr. Hodges’ continued employment by the Company on the applicable vesting date, 25% of the shares vested or will vest on March 1 in the years 2024 to 2027. | | (25) Stock option award granted on October 31, 2023. Contingent on Mr. Reynoso’s continued employment by the Company on the applicable vesting date, 25% of the shares vested or will vest on March 1 in the years 2024 to 2027. | | (26) RSU granted on October 31, 2023. Contingent on Mr. Reynoso’s continued employment by the Company on the applicable vesting date, 25% of the shares vested or will vest on March 1 in the years 2024 to 2027. |

  78. Option Exercises and Stock Vested in Fiscal Year 2023

    Option Exercises and Stock Vested in Fiscal Year 2023 The following table sets forth information regarding options exercised by our NEOs in Fiscal Year 2023, RSAs and/or RSUs previously granted to our NEOs that vested during Fiscal Year 2023, and information regarding the value realized on such exercises and vestings.

  79. Option Exercises and Stock Vested in Fiscal Year 2023

    | | Option Awards | | RSAs & RSUs | | | Name | No. of Shares Acquired on Exercise (#) | Value Realized on Exercise | No. of Shares Vested (#) | Value Realized on Vesting | | David A. Burwick | 1,644(1) | $287,519 | 4,137 | $1,344,554 | | Diego Reynoso | — | — | — | — | | Frank H. Smalla | 31,837 | $4,054,477 | 908 | $295,509 | | Matthew Murphy | — | — | 557 | $180,957 | | Phil Hodges | — | — | — | — | | John C. Geist | 13,524 | $1,927,114 | 908 | $295,509 | | Lesya Lysyj | — | — | 1,615 | $515,188 |

  80. Option Exercises and Stock Vested in Fiscal Year 2023

    | (1) Stock option awards were granted pursuant to our Director Equity Plan, prior to Mr. Burwick being appointed as our President and CEO. |

  81. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control As of December 30, 2023, we did not have employment agreements, severance arrangements, life insurance agreements, or change in control plans with any of our currently serving Named Executive Officers that would provide severance benefits in the event of the termination of their employment or a Change in Control. However, the EEIP provides participants, including our Named Executive Officers, with certain rights in the event of the termination of their employment, including by reason of death or disability or upon a Change in Control of Boston Beer. This section describes the rights of our Named Executive Officers in the hypothetical event that such contingencies occurred on December 30, 2023. On that date, the market price of Boston Beer Class A Common Stock was $345.59. For the purposes of the Company’s equity grants, the term “Change in Control” means if Mr. Koch and/or members of his family cease to control a majority of the Company’s issued and outstanding Class B Common Stock, except for two special awards granted to Mr. Burwick in 2021, where the term “Change in Control” means if Mr. Koch ceases to be Chairman of the Company. The term “Qualified Termination” means if the Change in Control results in the termination of the employment of the participant without cause or good reason within 12 months of the Change in Control. “Cause” means: (i) engaging in knowing and intentional illegal conduct that was or is materially injurious to the Company or its affiliates; (ii) violating a federal or state law or regulation applicable to the Company’s business, which violation was or is reasonably likely to be injurious to the Company; (iii) being convicted of, or entering a plea of nolo contendere to, a felony or committing any act of moral turpitude, dishonesty, or fraud against the Company; or (iv) the material misappropriation of property belonging to the Company or its affiliates. “Good Reason” means, without the participant’s written consent: (i) a reduction in base salary; or (ii) a relocation of principal place of work to a location more than 50 miles away from the workplace prior to the relocation; or (iii) the significant reduction of duties or responsibilities when compared to duties or responsibilities in effect immediately prior to the Change in Control. Payments or benefits under other plans and arrangements that are generally provided on a non-discriminatory basis to all similarly situated employees of the Company upon the termination of their employment are not described, including: (a) accrued base salary; (b) annual incentive earned with respect to completed performance periods; (c) distribution of vested account balances under the Company’s 401(k) plan; and (d) life insurance benefits generally available to all fulltime coworkers.

  82. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure The following table sets forth information regarding compensation actually paid to our CEO and other NEOs and the financial performance of the Company for the last five fiscal years.

  83. Pay Versus Performance Disclosure

    | | | | Average Summary | Average | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO | Compensation Table Total for Non-PEO NEOs | Compensation Actually Paid to Non-PEO NEOs | Total Shareholder Return | Peer Group Total Shareholder Return | Net Income | Depletions Growth (%) | | 2023 | $5,902,526 | $1,902,406 | $3,011,291 | $610,905 | $144.71 | $161.54 | $76,250,000 | -6% | | 2022 | $4,848,737 | $848,576 | $1,247,885 | $828,547 | $173.43 | $159.39 | $67,263,000 | -5% | | 2021 | $14,840,957 | $839,176 | $1,044,866 | $876,342 | $274.66 | $146.32 | $14,553,000 | 22% | | 2020 | $4,778,389 | $803,025 | $3,476,104 | $492,432 | $531.10 | $127.78 | $191,960,000 | 37% | | 2019 | $4,211,552 | $2,212,366 | $2,121,689 | $1,111,889 | $198.19 | $119.92 | $110,041,000 | 22% |

  84. Pay Versus Performance Disclosure

    Compensation actually paid differs from table totals due to LTE awards with multi-year service and/or performance-based vesting conditions. The following table sets forth information regarding the identification of our Primary Executive Officer (“PEO”) and non-PEO NEOs for the corresponding fiscal years. In each of these years, our PEO held the title of CEO.

  85. Pay Versus Performance Disclosure

    | Fiscal Year | CEO(s) | Other NEOs | | 2019 | David A. Burwick | Frank H. Smalla, C. James Koch, John C. Geist, Lesya Lysyj | | 2020 | David A. Burwick | Frank H. Smalla, John C. Geist, Carolyn O’Boyle, Quincy B. Troupe | | 2021 | David A. Burwick | Frank H. Smalla, John C. Geist, Quincy B. Troupe, Lesya Lysyj | | 2022 | David A. Burwick | Frank H. Smalla, John C. Geist, Lesya Lysyj, Carolyn O’Boyle, Quincy B. Troupe | | 2023 | David A. Burwick | Diego Reynoso, Matthew D. Murphy, Philip A. Hodges, John C. Geist, Lesya Lysyj, Frank H. Smalla |

  86. Relationship Between Most Important Financial Measures and Executive Compensation

    Relationship Between Most Important Financial Measures and Executive Compensation As described below and elsewhere in this Proxy Statement, over the last five fiscal years we have relied on the above measures as criteria for the variable aspects of our executive compensation, particularly our cash bonus and LTE programs. Below is a description of the relationship between those measures and programs. These elements are also described in detail above under the headings “Cash Incentive Bonuses” and “Stock Option Awards.”

  87. Relationship Between Most Important Financial Measures and Executive Compensation

    | • | Depletions Growth: 2023 Depletions Growth was weighted as 50% of our 2023 Bonus Scale. Year-over-year depletions growth was weighted as 60% of our Bonus Scale in fiscal years 2019 through 2022. | | • | Net Revenue Growth: The option awards granted to our CEO and other NEOs in 2023 are all contingent upon the Company achieving certain compounded annual growth rate targets based on net revenue growth in Fiscal Year 2024 over Fiscal Year 2022, which has similarly been the case for annual option awards granted to our CEO and other NEOs in each of the last five fiscal years. | | • | EBIT: 2023 EBIT was weighted as 30% of our 2023 Bonus Scale. EBIT was weighted as 20% of our Bonus Scale in fiscal years 2019 through 2022. | | • | Resource Efficiency: Resource efficiency, or focused operating expense cost savings, was weighted as 20% of our 2023 Bonus Scale. Resource Efficiency has been weighted as 20% of our Bonus Scale in each of the last five fiscal years. |

  88. Relationship Between Most Important Financial Measures and Executive Compensation

    The following tables set forth information regarding the correlation between each of these financial performance measures and the compensation actually paid to our CEO and the average compensation paid to our other NEOs over the last five fiscal years. When reviewing these tables, it is important to note that a substantial portion of our CEO’s compensation in 2021 was attributable to two special equity grants awarded for the purposes of retaining Mr. Burwick to provide leadership stability and to align his total compensation with the market compared to similarly sized companies. Excluding the value of those two special equity awards as of the grant date, his total earned compensation was $4,840,386 in 2021. It is also worth noting that 2023 compensation for our non-CEO NEOs includes the value of special long-term equity awards granted to two NEOs in connection with their recruitment and hiring, and another special long-term equity award to another NEO in connection with his appointment as interim CFO.

  89. Relationship Between Most Important Financial Measures and Executive Compensation

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  90. Relationship Between Most Important Financial Measures and Executive Compensation

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  91. Relationship Between Most Important Financial Measures and Executive Compensation

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  92. Pay Ratio Disclosure

    Pay Ratio Disclosure The SEC requires companies to disclose the total compensation paid to their median employee, as well as the ratio of the annual total compensation of their CEO to the annual total compensation of the median employee. The ratio presented below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Securities Exchange Act of 1934. As outlined in detail in the Summary Compensation Table and elsewhere in this Proxy Statement, in 2023 Mr. Burwick earned annual total compensation of $5,907,342. During that same period, our median-compensated coworker’s annual total compensation was $95,907. The breakdown of the annual total compensation mix of the CEO and the Company’s median employee, which we refer to as our median-compensated coworker, is outlined below.

  93. Pay Ratio Disclosure

    | Position | Salary | Performance Bonus | Equity Awards | Other Comp | Total | | CEO | $860,500 | $1,032,605 | $4,000,120 | $14,117 | $5,907,342 | | Median-Compensated Coworker | $83,854 | $8,000 | $0 | $4,053 | $95,907 |

  94. Pay Ratio Disclosure

    For the purposes of determining the 2023 annual total compensation of the CEO and the median-compensated coworker, “Other Comp” includes group life insurance premium contributions by the Company, Company matching contributions under the Company’s 401(k) plan, company contributions to health savings accounts, wellness plan reimbursements, car allowances (if applicable), and reimbursement of relocation expenses (if applicable). There have been no material changes in our employee population or employee compensation arrangements in our last completed fiscal year that we believe would significantly impact our pay ratio disclosure. Accordingly, as permitted under the SEC’s disclosure rules, we are using the same median employee as we used for the purposes of our 2023 pay ratio. In determining the median-compensated coworker, a list was prepared of all Company coworkers as of December 23, 2022, excluding the CEO and coworkers on leaves of absence. The list was ranked by total compensation, and the median-compensated coworker was selected from that ranking. As a result, we estimate that Mr. Burwick’s 2023 annual total compensation was approximately 62 times that of our median-compensated coworker.

  95. Pay Ratio Disclosure

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