DEF 14A of Boston Beer Co Inc, Apr 4, 2025

DEF 14A of Boston Beer Co Inc

Filed Apr 4, 2025 · FY20240001308179-25-000378

Open on EDGAR

  1. Board Nominees

    Board Nominees

  2. CLASS A DIRECTOR NOMINEES

    CLASS A DIRECTOR NOMINEES

  3. CLASS A DIRECTOR NOMINEES

    | Name | Age | Director Since | Principal Occupation | Current Committee Assignments | | Joseph H. Jordan | 51 | 2024 | President - U.S. and Global Services of Domino’s | Audit, Comp | | Meghan V. Joyce | 40 | 2019 | Co-Founder and CEO of Duckbill Technologies, Inc. | NomGov (Chair), Audit | | Cynthia L. Swanson | 63 | 2023 | (Retired) Chief Financial Officer (Europe and Sub Sahara Africa) of PepsiCo | Audit, Comp |

  4. CLASS A DIRECTOR NOMINEES

    | www.bostonbeer.com | THE BOSTON BEER COMPANY, INC. | | 2025 Proxy Statement | 8 |

  5. CLASS B DIRECTOR NOMINEES

    CLASS B DIRECTOR NOMINEES

  6. CLASS B DIRECTOR NOMINEES

    | Name | Age | Director Since | Principal Occupation | Current Committee Assignments | | Samuel A. Calagione, III | 55 | 2020 | Founder and Brewer of Dogfish Head Brewery | - | | Cynthia A. Fisher | 64 | 2012 | Founder and Chairman of PatientRightsAdvocate.org | - | | C. James Koch | 75 | 1995 | Founder and Chairman of Boston Beer | - | | Julio N. Nemeth* | 64 | 2020 | (Retired) Chief Product Supply Officer of Procter & Gamble | Comp (Chair), NomGov | | Michael Spillane | 65 | 2016 | President and CEO of Boston Beer | - | | Christopher I. “Biz” Stone | 51 | 2024 | Entrepreneur, Co-Founder of Twitter, Medium, Jelly, and Future Positive | Comp, NomGov |

  7. CLASS B DIRECTOR NOMINEES

    Abbreviations: Audit=Audit Committee; Comp=Compensation Committee; NomGov=Nominating/Governance Committee *Lead Director In March 2025, long-time Director Jean Michel Valette informed us that he would be retiring from the Board and not standing for reelection in May 2025. The Board subsequently determined not to fill this vacancy but instead voted to fix the number of Directors on the Board at nine (9). Mr. Valette’s pending retirement leaves a vacancy on certain committees and in the position of Audit Committee Chair. Committee and chair assignments for the ensuing Board year will be established at the May 2025 meetings of the Nominating/Governance Committee and the full Board.

  8. Nominees for Class A Director

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

  9. Nominees for Class A Director

    | MEGHAN V. JOYCE Age: 40 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: 63 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. |

  10. Nominees for Class A Director

    | THE BOSTON BEER COMPANY, INC. | | 2025 Proxy Statement | 13 |

  11. Nominees for Class A Director

    | JOSEPH H. JORDAN Age: 51 Director since: 2024 INDEPENDENT CLASS A DIRECTOR NOMINEE Joe Jordan currently serves as Chief Operating Officer and President for Domino’s US, a global food services chain based in Ann Arbor, Mich., a position he has held since March 2025. In this role, he oversees domestic operations and marketing, as well as global services, including technology. He has been with Domino’s since 2011, including as President – U.S. and Global Services from 2022 to 2025; Executive Vice President – International from 2018 to 2022; Senior Vice President and Chief Marketing Officer from 2015 to 2018; and Vice President of Innovation from 2011 to 2014. Prior to joining Domino's, Mr. Jordan worked at PepsiCo North America for six years, where he last served as a Senior Director of Marketing. Prior to PepsiCo, he held marketing roles at Philips Electronics and Unilever, and was a consultant for Accenture in Washington D.C. He currently serves on the Board of Directors for DPC Dash Ltd, a master franchisee of Dominos based in Hong Kong. Committees: Audit Committee, Compensation Committee Other Public Company Directorships: DPC Dash Ltd Specific qualifications and experience of particular relevance to Boston Beer Mr. Jordan brings significant brand management, consumer packaged goods industry, and innovation expertise and experience to the Board. |

  12. Nominees for Class A Director

    | www.bostonbeer.com | THE BOSTON BEER COMPANY, INC. | | 2025 Proxy Statement | 14 |

  13. Nominees for Class B Director

    Nominees for Class B Director

  14. Nominees for Class B Director

    | SAMUEL A. CALAGIONE, III Age: 55 Director since: 2020 CLASS B DIRECTOR NOMINEE Sam 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-nine years at the helm of Dogfish Head, Mr. Calagione 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: 64 Director since: 2012 CLASS B DIRECTOR NOMINEE Ms. Fisher is an entrepreneur, independent investor, and advisor. She is Founder and Chairman of PatientRightsAdvocate.org, a nonprofit, non-partisan policy and research organization founded in 2017 seeking healthcare price transparency, giving power to American consumers – patients, employers, and unions – to lower their costs of care and coverage through a functional marketplace and choice. Ms. Fisher is also Co-Founder and Chairman of PowertothePatients. org, a nonprofit advocacy organization founded in 2021 that generates public awareness on how upfront prices can lower costs and protect patients from overcharges. Since 2015, Ms. Fisher has served 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 chairs the Nominating & Corporate Governance Committee and serves on the Audit and Compensation Committees. Ms. Fisher is also Managing Director of WaterRev, LLC, an investment company focused on innovative technology companies that enable sustainable practices of water use. She has held that position since 2011. In 1992, Ms. Fisher founded ViaCord, Inc., a cord blood stem cell banking company, and served as its Founder, Chairman, and Chief Executive Officer 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 serves on the board of directors of several not-for-profit organizations including FitMoney.org which she co-founded, the National Park Foundation, The Florida Council of 100, and the Library of Congress Trust Fund. She 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 Ms. Fisher brings significant entrepreneurial experience, as well as insight in business strategy, operations, and consumer marketing to the Board’s overall business perspective. |

  15. Nominees for Class B Director

    | THE BOSTON BEER COMPANY, INC. | | 2025 Proxy Statement | 15 |

  16. Nominees for Class B Director

    | C. JAMES KOCH Age: 75 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 Mr. Koch’s 40 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: 64 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, and then appointed as the Board’s Lead Director in May 2024. Mr. Nemeth has served on the Board of Directors of WK Kellogg Co, a cereal manufacturer and distributor based in Battle Creek, Michigan, since November 2023. He serves on Kellogg's Audit and Nominating/ Governance Committees. Mr. Nemeth previously served as Chief Product Supply Officer at Procter & Gamble, a consumer goods corporation headquartered in Cincinnati, Ohio (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: WK Kellogg Co 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. |

  17. Nominees for Class B Director

    | www.bostonbeer.com | THE BOSTON BEER COMPANY, INC. | | 2025 Proxy Statement | 16 |

  18. Nominees for Class B Director

    | MICHAEL SPILLANE Age: 65 Director since: 2016 CLASS B DIRECTOR NOMINEE Mr. Spillane has served on Boston Beer’s Board of Directors since 2016 and was appointed as our President and Chief Executive Officer on 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. | CHRISTOPHER I. “BIZ’ STONE Age: 51 Director since: 2024 CLASS B DIRECTOR NOMINEE Biz Stone is an entrepreneur known best as co-founder of Twitter, Medium, Jelly, and the investment firm Future Positive. He is a Visiting Fellow at The University of Oxford for over ten years, an award-winning filmmaker, and author. He has been honored with the International Center for Journalism Innovation Award, INC Magazine named him Entrepreneur of the Decade in 2021, TIME listed him as one of the 100 Most Influential People in the World, and GQ named him Nerd of the Year. Other Public Company Directorships: None Specific qualifications and experience of particular relevance to Boston Beer Mr. Stone brings significant entrepreneurial, technical, and innovative expertise and experience to the Board. |

  19. Nominees for Class B Director

    | THE BOSTON BEER COMPANY, INC. | | 2025 Proxy Statement | 17 |

  20. Consideration of Nominees for Director

    Consideration of Nominees for Director The Nominating/Governance Committee regularly reviews the skills and other 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 more than 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 qualified candidates. The Nominating/Governance Committee views diversity broadly, taking experience, skills, judgment, differences of viewpoint, gender, ethnicity, 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. As of the mailing of this Proxy Statement, three of the ten members of the Board of Directors are female, and one of the ten members of the Board self-identifies as part of an underrepresented minority group.

  21. Consideration of Nominees for Director

    | THE BOSTON BEER COMPANY, INC. | | 2025 Proxy Statement | 21 |

  22. Director Compensation

    Director Compensation

  23. Director Compensation for Fiscal Year 2024

    Director Compensation for Fiscal Year 2024 The following table sets forth certain information concerning the 2024 compensation of our Non-Employee Directors.

  24. Director Compensation for Fiscal Year 2024

    | Name | Fees Paid in Cash | Option Awards(1)(2) | RSU Awards(3) | Total | | Cynthia A. Fisher | $75,000 | $65,173 | $65,017 | $205,190 | | Joseph H. Jordan | $71,250 | $113,866 | $113,746 | $298,862 | | Meghan V. Joyce | $105,000 | $65,173 | $65,017 | $235,190 | | Julio N. Nemeth | $125,000 | $65,173 | $65,017 | $255,190 | | Christopher I. “Biz” Stone | $71,250 | $113,866 | $113,746 | $298,862 | | Cynthia L. Swanson | $95,000 | $65,173 | $65,017 | $225,190 | | Jean-Michel Valette | $115,000 | $65,173 | $65,017 | $245,190 |

  25. Director Compensation for Fiscal Year 2024

    | (1) Reflects the dollar amount of the aggregate grant date fair value of awards granted during Fiscal Year 2024, 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 2024 included in Boston Beer’s Annual Report on Form 10-K filed with the SEC on February 25, 2025. | | (2) On May 7, 2024, 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 568 Class A Shares at an exercise price of $268.20, the closing price on the last trading day before the grant date. On July 29, 2024, upon their initial appointment to the Board of Directors, Mr. Jordan and Mr. Stone were granted options under the Director Equity Plan to purchase 1,590 Class A Shares at an exercise price of $290.91, 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 2024 Fiscal Year, the aggregate number of shares subject to unexercised stock options held by Non-Employee Directors is shown below: |

  26. Director Compensation for Fiscal Year 2024

    | Name | Number of Option Shares | | Cynthia A. Fisher | 8,855 | | Joseph H. Jordan | 1,590 | | Meghan V. Joyce | 4,485 | | Julio N. Nemeth | 3,415 | | Christopher I. “Biz” Stone | 1,590 | | Cynthia L. Swanson | 1,424 | | Jean-Michel Valette | 5,180 |

  27. Director Compensation for Fiscal Year 2024

    | (3) On May 7, 2024, upon election to the Board of Directors, each Non-Employee Director elected to the Board at that time was granted 243 RSUs under the Director Equity Plan. On July 29, 2024, upon their initial appointment to the Board of Directors, Mr. Jordan and Mr. Stone were granted 782 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. |

  28. Director Compensation for Fiscal Year 2024

    The following table sets forth certain information concerning the 2024 compensation of our employee Directors, except for Mr. Spillane and Mr. Burwick. Information regarding the 2024 compensation of Mr. Spillane and Burwick may be found under the CD&A and Executive Compensation sections of this Proxy Statement.

  29. Director Compensation for Fiscal Year 2024

    | Name | Base Salary | 2024 Bonus Paid in 2025(1) | All Other Compensation(2) | Total | | Samuel A. Calagione, III | $478,404 | $0 | $14,672 | $493,076 | | C. James Koch | $478,404 | $0 | $14,672 | $493,076 |

  30. Director Compensation for Fiscal Year 2024

    | (1) Mr. Calagione and Mr. Koch elected to not receive a bonus for Fiscal Year 2024 to allow the Compensation Committee to distribute any eligible bonus funds to other coworkers. | | (2) 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. |

  31. Director Compensation for Fiscal Year 2024

    | THE BOSTON BEER COMPANY, INC. | | 2025 Proxy Statement | 25 |

  32. Role of the Compensation Committee

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

  33. 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 overall Company performance, in terms of both growth and long-term stockholder value. These compensation packages are designed to:

  34. 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. |

  35. Components of Executive Compensation and Compensation Mix

    Components of Executive Compensation and Compensation Mix In 2024, the total potential compensation mix of our Named Executive Officers balanced: (1) competitive base salaries; (2) cash bonuses contingent primarily on Company performance; (3) performance-based RSUs generally contingent solely on multi-year Company performance; and (4) time-based RSUs generally contingent on continued employment. These pillars of our executive compensation program are described in more detail below. For other Executive Officers and senior managers of the Company, the proportion of compensation provided by equity and other variable performance-based compensation increases with the individual’s level of responsibility and ability to have an impact on the Company’s business.

  36. Cash Bonuses

    Cash 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 focused 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 2024, excluding the $42.6 million non-cash impairment recognized primarily for the Dogfish Head brand and $26 million in contract settlement costs recognized in 2024. As reported in a Form 8-K filed by the Company on February 20, 2024, at its meeting on February 16, 2024, the Compensation Committee approved: (1) company-wide goals for Fiscal Year 2024 (the “2024 Company Goals”); (2) the 2024 bonus target for each Executive Officer, as a percentage of their base salary (“2024 Bonus Target”); and (3) a bonus funding scale ranging from 0% to 250% (the “2024 Bonus Scale”) for determining bonus payouts as a percentage of each Executive Officer’s respective 2024 Bonus Target, based on the Committee’s determination of the Company’s ultimate achievement of the 2024 Company Goals. The target parameters of the 2024 Company Goals were based on the Company’s 2024 Financial Plan. The 2024 Company Goals consisted of achieving: (1) certain depletions targets over 2023 (“2024 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 focused cost savings targets, which were weighted as 20% of the goals. The 2024 Bonus Target approved on February 16, 2024 for each NEO was as follows:

  37. Cash Bonuses

    | • | Mr. Burwick: 120% of base salary, no change from his 2023 Bonus Target; | | • | Mr. Reynoso: 65% of base salary, a 5% increase from his 2023 Bonus Target; | | • | Ms. Lysyj: 65% of base salary, a 5% increase from her 2023 Bonus Target; | | • | Ms. O’Boyle: 65% of base salary, a 5% increase from her 2023 Bonus Target; and | | • | Mr. Crowley: 50% of base salary, no change from his 2023 Bonus Target. |

  38. Cash Bonuses

    In other words, for example, if the Company achieved 100% on the 2024 Bonus Scale, Mr. Reynoso would be eligible for a cash bonus of 65% of his base salary, subject to adjustment by the Compensation Committee as described in more detail below. Mr. Spillane’s 2024 Bonus Target was set at 120% of his non-prorated full-year base salary in the Spillane Offer Letter, which was approved by the Compensation Committee on February 16, 2024 and disclosed in a Form 8-K dated February 27, 2024. As reported in the Current Report on Form 8-K filed by the Company on February 27, 2024, as part of his transition agreement, Mr. Burwick’s target bonus was set at $258,151, limited to the time he served as President and CEO. As reported in the February 20, 2024 Form 8-K, the bonus of each Executive Officer for Fiscal Year 2024 was to be determined by the Compensation Committee before March 1, 2025, based on a three-step process, which was finalized on February 5, 2025.

  39. Cash Bonuses

    | • | First, the Committee was tasked with determining the Company’s achievement of the 2024 Company Goals against the 2024 Bonus Scale (the “2024 Achievement”). | | • | Second, the Committee established an aggregate bonus pool for the Company’s Executive Officers, including the NEOs, by applying the 2024 Achievement against each Officer’s 2024 Bonus Target. | | • | Third, the Compensation Committee considered any potential adjustments to any of the Executive Officers’ final 2024 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 2024. 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 2024, and by 30% if the Officer was deemed to have performed “exceptionally.” The Committee had also retained the discretion to decrease an Officer’s 2024 bonus payout to as low as $0 if the Officer was deemed to have performed “unsatisfactorily” in 2024. |

  40. Cash Bonuses

    The 2024 Bonus Scale, as detailed in the chart below, was a sliding scale of target points for each of the depletions, EBIT, and focused cost savings goals. For example, the potential payouts for achievement relative to the 2024 Depletions Growth target would have been: 0% of target if 2024 Depletions Growth was -4% or less; 100% of target if 2024 Depletions Growth was greater than 0% or 250% of target if 2024 Depletions Growth was 4.0% or greater. For the EBIT target, potential payouts would have been, for example: 0% of target if the Company’s 2024 EBIT was $100 million or less; 100% of target if 2024 EBIT was $138 million; or 250% of target if 2024 EBIT was $180 million or higher. For the focused cost savings target, potential payouts would have been, for example: 0% of target if the Company recognized $33 million or less in focused cost savings; 100% of target if the Company recognized $53 million in focused cost savings; or 250% of target if the Company recognized $78 million or more in focused cost savings.

  41. Cash Bonuses

    | www.bostonbeer.com | THE BOSTON BEER COMPANY, INC. | | 2025 Proxy Statement | 30 |

  42. Cash Bonuses

    | 2024 Bonus Scale | | | | | | | | | | | | Focused Cost Savings (millions $) | $33 | $38 | $43 | $48 | $53 | $58 | $63 | $68 | $73 | $78 | | EBIT (millions $) | $100 | $105 | $116 | $134 | $138 | $142 | $160 | $171 | $176 | $180 | | Depletions Growth % | -4.0% | -3.0% | -2.0% | -1.0% | 0% +1 case | 0.5% | 1.0% | 2.0% | 3.0% | 4.0% | | FUNDING % | 0% | 25% | 50% | 75% | 100% | 125% | 150% | 175% | 200% | 250% |

  43. Cash Bonuses

    As reported in a Form 8-K filed on February 11, 2025, on February 5, 2025, the Compensation Committee reviewed the Company’s performance against the 2024 Bonus Scale and determined that: (1) the Company achieved $61.6 million in focused cost savings in 2024, resulting in 143% achievement on the Bonus Scale; (2) the Company’s 2024 EBIT was approximately $144.6 million, resulting in 129% achievement; and (3) Company depletions decreased approximately 2% in Fiscal Year 2024, resulting in 46% achievement. Accordingly, the Committee determined that the Company achieved 90% on the Bonus Scale and funded the bonus pool at 95%. The Company’s formulaic achievement of the 2024 targets was as follows:

  44. Cash Bonuses

    | 2024 Formulaic Achievement | % Achievement on 2024 Bonus Scale | | $61.6 million in Focused Cost Savings | 143% | | $144.6 million in EBIT | 129% | | -2% Depletions Growth | 46% | | PAYOUT % | 90% |

  45. Cash Bonuses

    The Committee accordingly approved 2024 cash bonuses for our Executive Officers, including the following bonuses for our Named Executive Officers: $981,540 for Mr. Spillane; $382,470 for Mr. Reynoso; $334,917 for Ms. Lysyj; $325,718 for Ms. O’Boyle; $196,668 for Mr. Crowley; and $232,336 for Mr. Burwick. These bonuses were paid in March 2025.

  46. 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 – restricted stock units, stock option awards, and investment shares – are described in detail below. As disclosed in the February 20, 2024 Form 8-K, at its meeting on February 16, 2024, the Compensation Committee approved, subject to ratification and approval by the full Board of Directors, the award of restricted shares of the Company’s Class A Common Stock to eight Executive Officers, pursuant to the Company’s Employee Equity Incentive Plan. Of those awards, 50% were time-based RSUs and 50% were performance-based RSUs. The grants were subsequently ratified and approved by the full Board of Directors on February 16, 2024, and were awarded and effective on March 1, 2024. As disclosed in the February 27, 2024 Form 8-K, the Compensation Committee and the full Board of Directors approved the compensation package to Mr. Spillane to join the Company as President and CEO effective April 1, 2024, including equity awards to be granted to Mr. Spillane in 2024. As explained in more detail below, 60% of those grants were time-based stock option awards and 40% were performance-based RSUs. The grants were awarded and effective on April 1, 2024. Each of the equity awards granted to the Company’s Executive Officers in Fiscal Year 2024 includes a double-trigger Change in Control clause which provides that the awards 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. Mr. Burwick was not granted any equity awards in 2024.

  47. Long-Term Equity Awards

    | THE BOSTON BEER COMPANY, INC. | | 2025 Proxy Statement | 31 |

  48. 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 and the Chief People Officer. RSUs are generally granted on an annual basis on March 1, valued at the fair market value as of the award date. 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.

  49. Time-Based RSUs

    Time-Based RSUs On March 1, 2024, the Company awarded 8,384 time-based RSUs to eight Executive Officers. All shares vest 25% per year over a four-year period, contingent on continued employment on the applicable vesting dates, with the first vesting on March 1, 2025 and the last on March 1, 2028. These RSU awards included the following awards to our NEOs: 1,299 shares to Mr. Reynoso, valued at $400,274 on the grant date; 2,434 shares to Ms. Lysyj, valued at $750,013 on the grant date; 2,434 shares to Ms. O’Boyle, valued at $750,013 on the grant date; and 674 shares to Mr. Crowley, valued at $207,686 on the grant date.

  50. Performance-Based RSUs

    Performance-Based RSUs On March 1, 2024, the Company awarded performance-based RSUs to eight Executive Officers. On April 1, 2024, the Company awarded performance-based RSUs to Mr. Spillane. Vesting of the performance-based RSUs is contingent upon: (1) the Company meeting certain compounded annual growth rate targets for net revenue growth in Fiscal Year 2026 over Fiscal Year 2023 (“CAGR Targets”); and (2) continued employment on the applicable vesting dates. The Compensation Committee will determine, in its sole discretion, whether the Company has met the vesting criteria prior to March 1, 2027. The CAGR Targets will be assessed on a sliding linear scale, whereby the Compensation Committee has discretion to establish the ultimate target achievement on a pro rata basis in between the below performance threshold points:

  51. Performance-Based RSUs

    | • | If CAGR is less than 0.5%, none of the target RSU Shares will vest. | | • | If CAGR is 0.5%, then 50% of the target RSU Shares will vest on March 1, 2027. | | • | If CAGR is 2.5%, then 100% of the target RSU Shares will vest on March 1, 2027. | | • | If CAGR is equal to or greater than 4.5%, then 200% of the target RSU Shares will vest on March 1, 2027. |

  52. Performance-Based RSUs

    For the sake of examples of the linear sliding scale, if CAGR is 1.5%, the Compensation Committee would have discretion to determine that 75% of the target RSU Shares will vest on March 1, 2027. If CAGR is 3.5%, the Compensation Committee would have discretion to determine that 150% of the target RSU Shares will vest on March 1, 2027. The scale is capped at 200%. These performance-based RSU awards included the following awards to our NEOs: 6,570 shares to Mr. Spillane, valued at $2,000,039 on the grant date; 1,299 shares to Mr. Reynoso, valued at $400,274 on the grant date; 2,434 shares to Ms. Lysyj, valued at $750,013 on the grant date; 2,434 shares to Ms. O’Boyle, valued at $750,013 on the grant date; and 674 shares to Mr. Crowley, valued at $207,686 on the grant date.

  53. Stock Option Awards

    Stock Option Awards Under our EEIP, certain coworkers are eligible to receive stock option awards. While historically 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. In 2024, the Company shifted from stock option awards to utilizing performance-based RSUs for the annual awards to its Executive Officers. The Compensation Committee and the full Board believe that performance-based RSUs can provide more certainty than stock options, therefore increasing potential executive retention, while at the same time maintaining performance incentives to align with shareholder interests. That said, the Committee and the Board still believe that stock options are the more appropriate equity vehicle in certain situations. The Company awarded a time-based option award to Mr. Spillane as agreed to in connection with his recruitment and hiring. The award was:

  54. Stock Option Awards

    | • | Approved by both the Compensation Committee and the full Board on February 16, 2024; | | • | Outlined in the Spillane Offer Letter; | | • | Disclosed in the Form 8-K filed by the Company on February 27, 2024; | | • | Awarded and effective on April 1, 2024, Mr. Spillane’s start date; | | • | Valued at $3,000,052 on the grant date; and | | • | For 21,205 shares with an exercise price of $304.42 per share, which was the closing price of Class A Shares on the last business day before the grant. |

  55. Retirement Provision

    Retirement Provision At its meeting on February 16, 2024, at the recommendation of the Compensation Committee, the Board of Directors approved the inclusion of a new “retirement provision” in all equity awards granted by the Company on or after February 16, 2024. This new provision did not affect the awards granted prior to that date. Under the new provision, equity awards granted to Company coworkers, including Executive Officers, will be eligible to continue to vest post-retirement if the coworker: (1) is age 60 or older as of their last day of employment (their “Retirement Date”); (2) has had 15 years or more of service with the Company as of their Retirement Date; (3) provides at least six months’ notice prior to their Retirement Date; and (4) reaffirms, in writing prior to their Retirement Date, that they will continue to comply with the surviving provisions of their employment agreement, including any applicable non-competition provisions, following their Retirement Date. If a retiring coworker meets all the above criteria, all equity awards granted after February 16, 2024 will continue to vest upon their original schedules and criteria. In other words, those equity awards will not automatically expire upon termination of employment: (1) time-based awards will continue to vest post-retirement according to the same schedule outlined in the original grant agreement; and (2) performance-based awards will continue to vest post-retirement according to the same schedule and subject to the same performance-based vesting criteria outlined in the original grant agreement.

  56. Executive Compensation Analysis Timeline

    Executive Compensation Analysis Timeline While the Compensation Committee does not follow a strict calendar for establishing the parameters of executive compensation each year, it generally follows the following timeline. During and leading up to the October Compensation Committee meeting, the Committee, CEO, CFO, Chief People Officer, and the Director of Total Rewards review the Company’s peer group (if applicable), evaluate expected performance and vesting of outstanding equity grants, and review the projections for the then-current fiscal year bonus payouts. Then, at its December meeting, the Committee reviews benchmarking data, has preliminary discussions about the following year’s LTE Award recommendations and bonus scale, and tentatively establishes an aggregate pool for the following year’s Executive Officer LTE Awards. Next, in February, the Committee meets to review management’s report on Executive Officer performance and compensation; evaluates the status of the vesting criteria of any outstanding performance-based LTE Awards; reviews and approves the achievement of the previous year’s Executive Officer bonus targets; establishes the total compensation targets for Executive Officers for the then-current fiscal year; reviews and approves the bonus scale for the then-current fiscal year; and reviews and recommends approval of the LTE Awards to be awarded in the current fiscal year, including performance criteria. The full Board then approves those LTE awards. LTE Awards are generally granted on March 1, bonuses are typically paid in early March, and merit increases are generally effective in March. Merit increases, bonus awards, equity awards, and other compensation changes may occur at other times during the year on occasion. The Company does not schedule equity award grants in anticipation of the release of material non-public information, nor does it time the release of material non-public information based on equity grant dates.

  57. Compensation Assessments

    Compensation Assessments The Compensation Committee has the authority to select, retain, and compensate outside executive compensation consultants and other experts as it determines is necessary to carry out its responsibilities. As one element in its assessment of the competitiveness of executive compensation packages established for Fiscal Year 2024, the Compensation Committee applied knowledge gained through executive compensation competitive assessments prepared by Frederic W. Cook & Co., Inc., or FW Cook, a nationally recognized executive compensation consulting firm (the “FW Cook Assessment”) that has been retained by the Company since 2018. The Compensation Committee assesses the independence of FW Cook on an annual basis. In 2021, FW Cook presented a compensation analysis to the Compensation Committee, including suggesting a peer group of companies, considering criteria such as financial similarity (primarily revenue and market capitalization), industry similarity, and number of employees. The Committee approved the following companies as Boston Beer’s peer group in 2021:

  58. Boston Beer Peer Group

    Boston Beer Peer Group

  59. 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 | |

  60. Boston Beer Peer Group

    | www.bostonbeer.com | THE BOSTON BEER COMPANY, INC. | | 2025 Proxy Statement | 34 |

  61. Boston Beer Peer Group

    In October 2023, the Compensation Committee reviewed and reaffirmed this peer group after further consultation with FW Cook. In 2024, the Committee determined that FW Cook is independent and that no conflicts of interest existed. FW Cook reports directly to the Compensation Committee and did not provide services to, or on behalf of, any other part of our business in 2024. As part of its retention in 2024, the Compensation Committee tasked FW Cook to analyze its compensation programs and compensation strategies, confirm the appropriateness of the strategies, and provide the Committee with external benchmarking information for Boston Beer’s Executive Officers. 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 2024 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.

  62. Compensation of Michael Spillane, President & Chief Executive Officer

    Compensation of Michael Spillane, President & Chief Executive Officer Mr. Spillane joined the Company as President and CEO effective April 1, 2024. His compensation in 2024 included a base salary, a performance-based cash bonus, an annual performance-based RSU award, and a time-based stock option award. Additionally, as reported in a Form 8-K filed by the Company on February 27, 2024, in order to recruit Mr. Spillane to join the Company, his compensation in 2024 also included a one-time cash signing bonus of $1,600,000. The mix of his total compensation for 2024 is set forth below:

  63. President & CEO Michael Spillane 2024 Total Compensation Mix

    | Annual Compensation | | | Base Salary Received | $695,423 | | Performance-Based Cash Bonus | $981,540 | | Annual Performance-Based RSU | $2,000,039 | | Time-Based Stock Option Award | $3,000,052 | | Other Compensation | $14,269 | | 2024 Compensation Excluding Sign-On Bonus | $6,691,323 | | One-Time Cash Sign-On Bonus | $1,600,000 | | 2024 TOTAL COMPENSATION | $8,291,323 |

  64. President & CEO Michael Spillane 2024 Total Compensation Mix

    | • | Base Salary: Mr. Spillane’s annual base salary of $861,000 was approved by the Compensation Committee of the Board of Directors on February 16, 2024. His base salary received of $695,423 is pro-rated from his April 1, 2024 start date. | | • | Performance-Based Cash Bonus: The Compensation Committee approved a target cash bonus for Mr. Spillane of 120% of his non-prorated full-year base salary. As described under the Cash Incentive Bonuses heading, the Compensation Committee reviewed Fiscal Year 2024 Company performance against the 2024 cash bonus scale in February 2025 and determined that the Company achieved 90% on the scale and funded the bonus pool at 95%. Accordingly, the Committee approved a bonus to Mr. Spillane in the amount of $981,540, which was paid in March 2025. | | • | Performance-Based Restricted Stock Units: On April 1, 2024, the Company granted Mr. Spillane an award of 6,570 performance-based RSUs valued at $2,000,039 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 (1) the Company meeting certain compounded annual growth rate targets for net revenue growth in Fiscal Year 2026 over Fiscal Year 2023; and (2) continued employment on the applicable vesting dates. The RSU award structure, detailed in a Form 8-K filed on February 22, 2024, is identical in nature to the annual RSUs granted to the other NEOs on March 1, 2024. | | • | Time-Based Stock Option Award: Upon his hiring, the Company granted Mr. Spillane a time-based stock option award on April 1, 2024 for a total of 21,205 shares, valued at $3,000,052 on the grant date. The option shares have an exercise price of $304.42 per share and will vest over four years - 50% on March 1, 2026; 25% on March 1, 2027, and 25% on March 1, 2028 – contingent on his continued employment on those vesting dates. | | • | Other Compensation: “Other Compensation” includes $13,800 in matching contributions to the Company’s 401(k) plan and $469 in Company contributions to annual group life insurance, accidental death and dismemberment insurance, and short-term and long-term disability. Mr. Spillane was eligible for the same level and offering of those benefits as other Company coworkers. | | • | One-Time Cash Sign-On Bonus: In connection with his recruitment and hiring, the Company paid Mr. Spillane a signing bonus of $1,600,000, inclusive of relocation expenses, on March 15, 2024. |

  65. President & CEO Michael Spillane 2024 Total Compensation Mix

    The Compensation Committee believes that Mr. Spillane’s compensation package is structured in a way that provides him with appropriate incentives and rewards for superior performance and increasing stockholder value. The Summary Compensation Table included in this Proxy Statement sets forth all compensation received by Mr. Spillane for Fiscal Year 2024. There is no Company-sponsored retirement program for Mr. Spillane 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. Spillane 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.”

  66. Compensation of Named Executive Officers Other than the CEO and Former CEO

    Mr. Crowley’s 2024 base salary of $415,000, a 13.7% increase from his 2023 base salary, was approved by the Compensation Committee in December 2023 in connection with his promotion to Chief Sales Officer, which was effective as of January 1, 2024. In February 2024, the Compensation Committee considered recommendations made by the CEO for salary adjustments and concluded that the recommended base salary for Mr. Reynoso, Ms. Lysyj, and Ms. O’Boyle, as adjusted, was within the appropriate range for their experience and job responsibilities. The merit increases were effective on March 2, 2024, the same effective date as other coworkers. Bonus: For Fiscal Year 2024, the overall cash incentive target bonus potential of our other Named Executive Officers was: (1) 65% of base salary for Mr. Reynoso, Ms. Lysyj, and Ms. O’Boyle; and (2) 50% of base salary for Mr. Crowley. The achievement of these bonuses for 2024 was based on Company performance against the Company Goals. As described in the “Cash Incentive Bonuses” section, in February 2025 the Compensation Committee funded the bonus pool at 95% after determining that the Company achieved 90% on the Bonus Scale. As a result, the Committee approved bonus payments to our other NEOs as follows:

  67. Compensation of Named Executive Officers Other than the CEO and Former CEO

    | Name | Title | 2024 Bonus, Paid in March 2025 | | Diego Reynoso | Treasurer and CFO | $382,470 | | Lesya Lysyj | Chief Marketing Officer | $334,917 | | Carolyn O’Boyle | Chief People Officer | $325,718 | | Michael R. Crowley | Chief Sales Officer | $196,668 |

  68. Compensation of Named Executive Officers Other than the CEO and Former CEO

    Equity Awards: In March 2024, the Company granted annual performance-based RSUs and time-based RSUs to each of our other NEOs, which awards had been approved by the Compensation Committee and the Board of Directors in February 2024. The number of shares awarded and the value of the awards as of the grant date are shown in the chart below.

  69. Compensation of Named Executive Officers Other than the CEO and Former CEO

    | Name | Title | Performance-Based RSUs | Time-Based RSUs | | Diego Reynoso | Treasurer and CFO | 1,299 RSUs $400,274 | 1,299 RSUs $400,274 | | Lesya Lysyj | Chief Marketing Officer | 2,434 RSUs $750,013 | 2,434 RSUs $750,013 | | Carolyn O’Boyle | Chief People Officer | 2,434 RSUs $750,013 | 2,434 RSUs $750,013 | | Michael R. Crowley | Chief Sales Officer | 674 RSUs $207,686 | 674 RSUs $207,686 |

  70. Compensation of Named Executive Officers Other than the CEO and Former CEO

    All of the annual equity awards to our other NEOs were issued on March 1, 2024. As described in more detail under the heading “Performance-Based RSUs,” vesting of those RSUs is contingent on the Company meeting certain CAGR Targets and continued employment on the vesting date of March 1, 2027. As described in more detail under the heading “Time-Based RSUs,” those RSUs will vest 25% per year over a four-year period, contingent on continued employment on the applicable vesting dates, with the first vesting on March 1, 2025 and the last on March 1, 2028.

  71. Summary Compensation Table

    Summary Compensation Table The following table summarizes the compensation of our 2024 NEOs for Fiscal Year 2024, Fiscal Year 2023, and Fiscal Year 2022.

  72. 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 | | Michael Spillane President & CEO | 2024 | $695,423 | $2,581,540 | $2,000,039(6) | $3,000,052(5) | $14,269 | $8,291,323 | | | 2023 | $115,000(9) | $0 | $65,109(9) | $65,101(9) | $0 | $245,210 | | | 2022 | $42,000(9) | $0 | $0 | $115,023(9) | $0 | $157,023 | | Diego Reynoso Treasurer & Chief Financial Officer | 2024 | $619,385 | $382,470 | $800,548(5)(6) | $0 | $14,672 | $1,817,074 | | | 2023 | $184,615 | $111,000 | $1,500,083(5) | $1,500,110(7) | $608,359 | $3,904,167 | | | 2022 | $0 | $0 | $0 | $0 | $0 | $0 | | Lesya Lysyj Chief Marketing Officer | 2024 | $542,377 | $334,917 | $1,500,026(5)(6) | $0 | $15,872 | $2,393,191 | | | 2023 | $527,526 | $332,500 | $275,230(5) | $275,162(7) | $30,042 | $1,440,460 | | | 2022 | $515,557 | $84,000 | $252,317(5) | $252,008(8) | $28,117 | $1,131,999 | | Carolyn O’Boyle Chief People Officer | 2024 | $527,479 | $325,718 | $1,500,026(5)(6) | $0 | $15,905 | $2,369,127 | | | 2023 | $512,115 | $338,000 | $275,230(5) | $275,162(7) | $15,492 | $1,415,999 | | | 2022 | $484,446 | $137,500 | $216,655(5) | $216,388(8) | $15,422 | $1,070,411 | | Michael Crowley Chief Sales Officer | 2024 | $414,039 | $196,668 | $415,373(5)(6) | $0 | $19,582 | $1,045,661 | | | 2023 | $320,345 | $154,000 | $225,091(5) | $0 | $18,305 | $717,741 | | | 2022 | $294,526 | $77,000 | $150,243(5) | $0 | $19,356 | $541,125 | | David A. Burwick (Former) President & CEO | 2024 | $877,050 | $232,336 | $0 | $0 | $14,303 | $1,123,689 | | | 2023 | $860,500 | $1,032,605 | $2,000,113(5) | $2,000,007(7) | $14,117 | $5,907,342 | | | 2022 | $835,459 | $0 | $2,000,127(5) | $2,000,034(8) | $13,117 | $4,848,737 |

  73. 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 2024 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 25, 2025. | | (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, financial guidance benefits, fitness reimbursements, and Relocation Assistance if applicable. For Fiscal Year 2024, Mr. Spillane, Mr. Reynoso, Ms. Lysyj, Ms. O’Boyle, Mr. Crowley, and Mr. Burwick each received 401(k) plan matching contributions in the amount of $13,800. | | (5) Grant contains 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. | | (6) Grant contains performance-based vesting conditions based on net revenue 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, 2027. | | (7) Grant contains performance-based vesting conditions based on net revenue 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 2025, the Compensation Committee determined that the performance criteria had been achieved. | | (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 2024, the Compensation Committee determined that the performance criteria had not been achieved. | | (9) Includes standard Director compensation received by Mr. Spillane for service on the Company’s Board of Directors. |

  74. 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 28, 2024, Ms. O’Boyle held unvested Investment Shares.

  75. Summary Compensation Table

    | THE BOSTON BEER COMPANY, INC. | | 2025 Proxy Statement | 41 |

  76. Grants of Plan-Based Awards in Fiscal Year 2024

    Grants of Plan-Based Awards in Fiscal Year 2024 The following table describes the potential range of annual cash incentive awards and potential payouts under equity incentive awards for Fiscal Year 2024 performance, the actual stock option awards granted during Fiscal Year 2024, the actual RSUs granted during Fiscal Year 2024, and the grant date fair value of the equity awards.

  77. Grants of Plan-Based Awards in Fiscal Year 2024

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | Estimated Future Payouts Under Equity Incentive Plan Awards(1) | | All Other Stock Awards: Number of Shares of Stock | Exercise or Base Price of Option Awards ($/sh) | Closing Price on Date of Grant ($/sh) | Grant Date Fair Value of Stock and Option Awards ($)(2) | | Name/Type of Award | Grant Date | Approval Date | Target ($) | Maximum ($) | Target (sh) | Maximum (sh) | | | | | | Michael Spillane | | | | | | | | | | | | Annual Incentive | | | $1,033,200 | $2,583,000 | | | | | | | | Service Option | 4/1/2024 | 2/16/2024(3) | | | 21,205(5) | 21,205(5) | | $304.42(3) | $304.42 | $3,000,052 | | Performance RSU | 4/1/2024 | 2/16/2024(4) | | | | | 6,570(6) | | | $2,000,039 | | Diego Reynoso | | | | | | | | | | | | Annual Incentive | | | $402,600 | $1,006,500 | | | | | | | | Performance RSU | 3/1/2024 | 2/16/2024(4) | | | | | 1,299(6) | | | $400,274 | | Service RSU | 3/1/2024 | 2/16/2024(4) | | | | | 1,299(7) | | | $400,274 | | Lesya Lysyj | | | | | | | | | | | | Annual Incentive | | | $352,545 | $881,362 | | | | | | | | Performance RSU | 3/1/2024 | 2/16/2024(4) | | | | | 2,434(6) | | | $750,013 | | Service RSU | 3/1/2024 | 2/16/2024(4) | | | | | 2,434(7) | | | $750,013 | | Carolyn O’Boyle | | | | | | | | | | | | Annual Incentive | | | $342,861 | $857,153 | | | | | | | | Performance RSU | 3/1/2024 | 2/16/2024(4) | | | | | 2,434(6) | | | $750,013 | | Service RSU | 3/1/2024 | 2/16/2024(4) | | | | | 2,434(7) | | | $750,013 | | Michael Crowley | | | | | | | | | | | | Annual Incentive | | | $207,019 | $517,548 | | | | | | | | Performance RSU | 3/1/2024 | 2/16/2024(4) | | | | | 674(6) | | | $207,686 | | Service RSU | 3/1/2024 | 2/16/2024(4) | | | | | 674(7) | | | $207,686 |

  78. Grants of Plan-Based Awards in Fiscal Year 2024

    | (1) Cash 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 B and O to the Company’s audited financial statements for Fiscal Year 2024, included in the Company’s Annual Report on Form 10-K filed with the SEC on February 25, 2025. | | (3) On February 16, 2024, upon the recommendation of the Compensation Committee, the Board of Directors granted the above stock options effective as of April 1, 2024, 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) On February 16, 2024, upon the recommendation of the Compensation Committee, the Board of Directors granted the above RSU effective as of the Approval Date. | | (5) The option vests at 50% on March 1, 2026, 25% on March 1, 2027, and 25% on March 1, 2028, contingent upon continued employment with the Company on the applicable vesting dates. | | (6) The vesting of each RSU is contingent on the Company achieving certain performance criteria. If the compounded annual growth rate of the Company’s net revenue in 2026 over 2023 is equal to or greater than 0.5%, but less than 2.5%, 50% of the number of shares will be eligible to vest on March 1, 2027. If the compounded annual growth rate of the Company’s net revenue in 2026 over 2023 is equal to or greater than 2.5%, but less than 4.5%, 100% of the number of shares shall be eligible to vest on March 1, 2027. If the compounded annual growth rate of the Company’s net revenue in 2026 over 2023 is equal to or greater than 4.5%, 200% of the number of shares shall be eligible to vest on March 1, 2027. | | (7) The RSUs vest 25% per year over a four-year period, with the first vesting occurring on March 1, 2025, and the last on March 1, 2028, contingent upon continued employment with the Company on the applicable vesting dates. |

  79. Grants of Plan-Based Awards in Fiscal Year 2024

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  80. Outstanding Equity Awards at 2024 Fiscal Year End

    Outstanding Equity Awards at 2024 Fiscal Year End The following table sets forth information regarding LTE Awards granted to our Named Executive Officers that were outstanding as of December 28, 2024.

  81. Outstanding Equity Awards at 2024 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) | | Michael Spillane | 1,560(2) | — | — | $157.58 | 5/25/2026 | 6,570(4) | 1,970,869 | | | 1,560(2) | — | — | $157.58 | 5/25/2026 | | | | | 1,698(2) | — | — | $140.05 | 5/18/2027 | | | | | 1,016(2) | — | — | $238.90 | 5/17/2028 | | | | | 787(2) | — | — | $343.86 | 5/16/2029 | | | | | 580(2) | — | — | $484.46 | 5/14/2030 | | | | | 237(2) | — | — | $1,061.71 | 5/19/2031 | | | | | 635(2) | — | — | $356.52 | 5/18/2032 | | | | | 417(2) | — | — | $319.16 | 5/17/2033 | | | | | — | 21,205(3) | — | $304.42 | 4/1/2034 | | | | Diego Reynoso | 2,429(5) | 7,288(5) | — | $333.50 | 10/31/2033 | 3,374(6) | $1,012,133 | | | | | | | | 1,299(7) | $389,674 | | | | | | | | 1,299(8) | $389,674 | | Lesya Lysyj | 11,827(9) | — | — | $304.56 | 4/28/2029 | 60(13) | $17,999 | | | 1,669(10) | — | — | $370.79 | 2/28/2030 | 330(14) | $98,993 | | | 362(11) | 182(11) | — | $1,028.71 | 2/28/2031 | 638(15) | $191,387 | | | — | — | 1,697(12) | $323.80 | 2/28/2033 | 2,434(7) | $730,151 | | | | | | | | 2,434(8) | $730,151 | | Carolyn O’Boyle | 7,030(10) | — | — | $370.79 | 2/28/2030 | 52(13) | $15,599 | | | 311(11) | 156(11) | — | $1,028.71 | 2/28/2031 | 283(14) | $84,894 | | | — | — | 1,697(12) | $323.80 | 2/28/2033 | 638(15) | $191,387 | | | | | | | | 2,434(7) | $730,151 | | | | | | | | 2,434(8) | $730,151 | | Michael Crowley | | | | | | 37(13) | $11,099 | | | | | | | | 294(14) | $88,194 | | | | | | | | 348(15) | $104,393 | | | | | | | | 674(7) | $202,187 | | | | | | | | 674(8) | $202,187 | | David A. Burwick | 940(16) | — | — | $262.25 | 5/27/2025 | 487(13)(21) | $146,090 | | | 1,560(16) | — | — | $157.58 | 5/25/2026 | 3,646(20)(21) | $1,093,727 | | | 1,698(16) | — | — | $140.05 | 5/18/2027 | 2,608(14)(21) | $782,348 | | | 2,733(17) | 8,202(17)(21) | — | $1,028.71 | 2/28/2031 | 4,633(15)(21) | $1,389,807 | | | 9,959(18) | — | — | $229.30 | 4/30/2028 | | | | | 7,352(19) | — | — | $312.56 | 2/28/2029 | | | | | 7,029(10) | — | — | $370.79 | 2/28/2030 | | | | | 2,964(11) | 1,482(11)(21) | — | $1,028.71 | 2/28/2031 | | | | | — | — | 12,430(12)(21) | $323.80 | 2/28/2033 | | |

  82. Outstanding Equity Awards at 2024 Fiscal Year End

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  83. Outstanding Equity Awards at 2024 Fiscal Year End

    | (1) Market value of shares that have not vested is calculated using a stock price of $299.98, which is the closing price of the Company’s stock on the last trading day of Fiscal Year 2024. | | (2) Stock option awards granted under the Director Equity Plan, prior to Mr. Spillane’s appointment as President and CEO. | | (3) Stock option granted on April 1, 2024. Contingent on Mr. Spillane’s continued employment by the Company on the applicable vesting date, 50% of the shares will vest on March 1, 2026, 25% of the shares will vest on March 1, 2027, and 25% of the shares will vest on March 1, 2028. | | (4) RSU granted on April 1, 2024. Contingent on certain performance criteria being met and continued employment on the applicable vesting date, the shares will vest partially or fully on March 1, 2027. | | (5) 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 on March 1, 2024, 25% of the shares will vest on March 1, 2025, 25% of the shares will vest on March 1, 2026, and 25% of the shares will vest on March 1, 2027. | | (6) 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 on March 1, 2024, 25% of the shares will vest on March 1, 2025, 25% of the shares will vest on March 1, 2026, and 25% of the shares will vest on March 1, 2027. | | (7) RSU granted on March 1, 2024. Contingent on certain performance criteria being met and continued employment on the applicable vesting date, the shares will vest partially or fully on March 1, 2027. | | (8) RSU granted on March 1, 2024. Contingent on continued employment by the Company on the applicable vesting date, 25% of the shares will vest on March 1 in the years 2025 to 2028. | | (9) Stock option granted on April 29, 2019. Contingent on Ms. Lysyj’s continued employment by the Company 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 vested on April 29, 2024. | | (10) Stock option award granted on March 1, 2020. Contingent on certain performance criteria being met and continued employment on the applicable vesting date, one-third of the shares vested on March 1 in each of the years 2022 to 2024. In February 2022, the Compensation Committee determined that the performance criteria had been met. | | (11) 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. In February 2023, the Compensation Committee determined that the performance criteria had been met. | | (12) 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. In February 2025, the Compensation Committee determined that the performance criteria had been met. | | (13) 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. | | (14) 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. | | (15) 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. | | (16) Stock option awards granted under the Director Equity Plan, prior to Mr. Burwick’s appointment as President and CEO. | | (17) 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. | | (18) Stock option award granted on April 30, 2018. Contingent on certain performance criteria being met and continued employment on the applicable vesting date, one-third of the shares vested on March 1, 2020, January 1, 2021, and January 1, 2022. In February 2020, the Compensation Committee determined that the performance criteria had been met. | | (19) Stock option award granted on March 1, 2019. 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 2021 to 2023. In February 2021, the Compensation Committee determined that the performance criteria had been met. | | (20) 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 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. | | (21) As a consequence of Mr. Burwick’s continuing advisory relationship with the Company, equity grants will continue to vest in accordance with their respective terms through March of 2026. |

  84. Outstanding Equity Awards at 2024 Fiscal Year End

    | www.bostonbeer.com | THE BOSTON BEER COMPANY, INC. | | 2025 Proxy Statement | 44 |

  85. Option Exercises and Stock Vested in Fiscal Year 2024

    Option Exercises and Stock Vested in Fiscal Year 2024 The following table sets forth information regarding options exercised by our NEOs in Fiscal Year 2024, RSUs previously granted to our NEOs that vested during Fiscal Year 2024, and information regarding the value realized on such exercises and vestings.

  86. Option Exercises and Stock Vested in Fiscal Year 2024

    | | Option Awards | | RSAs & RSUs | | | Name | No. of Shares Acquired on Exercise (#) | Value Realized on Exercise | No. of Shares Vested (#) | Value Realized on Vesting | | Michael Spillane | — | — | — | — | | Diego Reynoso | — | — | 1,124 | $346,349 | | Lesya Lysyj | — | — | 596 | $183,651 | | Carolyn O’Boyle | — | — | 1,104 | $333,412 | | Michael Crowley | — | — | 377 | $114,481 | | David A. Burwick | 1,116 | $49,997 | 5,223 | $1,609,415 |

  87. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control As of December 28, 2024, 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 28, 2024. On that date, the market price of Boston Beer Class A Common Stock was $301.11 per share. 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.

  88. 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.

  89. Pay Versus Performance Disclosure

    | | | | | | Average Summary Compensation Table Total for Non-PEO NEOs | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO (Spillane) | Compensation Actually Paid to PEO (Spillane) | Summary Compensation Table Total for PEO (Burwick) | Compensation Actually Paid to PEO (Burwick) | | Average Compensation Actually Paid to Non-PEO NEOs | Total Shareholder Return | Peer Group Total Shareholder Return | Net Income | Depletions Growth (%) | | 2024 | $8,291,323 | $3,291,232 | $1,123,689 | $1,123,689 | $1,906,263 | $852,270 | $79.50 | $129.12 | $59,695,000 | -2% | | 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% |

  90. 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.

  91. Pay Versus Performance Disclosure

    | Fiscal Year | CEO(s) | Other NEOs | | 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 | | 2024 | David A. Burwick, Michael Spillane | Diego Reynoso, Lesya Lysyj, Carolyn O’Boyle, Michael R. Crowley |

  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 2024 Mr. Spillane earned annual total compensation of $8,291,323. During that same period, our median-compensated coworker’s annual total compensation was $101,556. 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 | One-Time Signing Bonus | Equity Awards | Other Comp | Total | | CEO | $695,423 | $981,540 | $1,600,000 | $5,000,091 | $14,269 | $8,291,323 | | Median-Compensated Coworker | $88,462 | $8,846 | $0 | $0 | $4,248 | $101,556 |

  94. Pay Ratio Disclosure

    For the purposes of determining the 2024 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, Mr. Spillane’s total 2024 compensation was approximately 82 times that of our median-compensated coworker.

  95. Pay Ratio Disclosure

    | THE BOSTON BEER COMPANY, INC. | | 2025 Proxy Statement | 53 |