Proxy Summary

Nominees for Board of Directors

Board of Directors

Director Compensation

Executive Officers

Compensation Discussion and Analysis

Executive Compensation

Nominees for Class A Director

Nominees for Class B Director

Board Governance

Board Committees

Stockholder Engagement

Board Review of Related Party Transactions

Compensation Summary

Director Compensation for Fiscal Year 2021

Role of the Compensation Committee

Compensation Philosophy and Objectives

Response to Recent Advisory Say-on-Pay Votes

Components of Executive Compensation and Compensation Mix

How Executive Pay Levels Are Determined

Additional Compensation Policies and Practices

Fiscal Year 2021 Named Executive Officer Compensation

Compensation Committee Report

Compensation Committee Interlocks and Insider Participation

Summary Compensation Table

Grants of Plan-Based Awards in Fiscal Year 2021

Outstanding Equity Awards at 2021 Fiscal Year End

Option Exercises and Stock Vested in Fiscal Year 2021

DEF 14A 1 lsam2022_def14a.htm THE BOSTON BEER COMPANY, INC. - DEF 14A THE BOSTON BEER COMPANY, INC. - DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:
	Preliminary Proxy Statement
	CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(E)(2))
	Definitive Proxy Statement
	Definitive Additional Materials
	Soliciting Material Pursuant to ss.240.14a-12

THE BOSTON BEER COMPANY, INC.

(Name of Registrant as Specified In Its Charter)

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

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

Dear

Fellow
Stockholder

Jim Koch

Founder, Brewer, and

Chairman of the Board

April 7, 2022

It is my pleasure to invite you to attend our 2022 Annual Meeting of Stockholders on Wednesday, May 18, 2022, 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 six Class B Directors 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, 2021 was a year of both successes and challenges for Boston Beer. We grew our depletions approximately 22% for the year, delivering more than 42% of the total industry volume growth, by far the highest of all brewers. We have a broad portfolio of healthy brands, including some new innovations, which we believe will continue to drive our growth in 2022.

Despite these ongoing strengths, we experienced large unanticipated costs because of the unexpected slowing of growth of the hard seltzer category in 2021. Based on our projections, we moved aggressively to build inventory early in the year to try to avoid the out-of-stocks that we experienced in prior years and to the secure production capacity needed for the projected future growth. Unfortunately, the hard seltzer category didn’t grow as much as we expected, and so we faced significant temporary costs over the second half of the year. For 2022, we have adjusted our projections and believe that the hard seltzer category will remain a very important beer industry segment going forward and that Truly Hard Seltzer will continue to blaze its own path as a category leader. Meanwhile, in 2022 we will focus on growing our depletions through a balanced approach among our existing brands and new innovations.

Our Board of Directors plays an integral role in strategically guiding us through these successes and challenges. In this Proxy Statement you will find information about our nine incumbent Directors, including Class A Directors Meghan Joyce, Michael Spillane, and Jean-Michel Valette, and Class B Directors Dave Burwick, Sam Calagione, Cynthia Fisher, Jim Koch, Michael Lynton, and Julio Nemeth. Each of us are candidates for reelection this year.

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 this meeting at the Samuel Adams Boston Taproom, after meeting virtually over the last two years for safety reasons. Please note that the City of Boston may require proof of vaccination for admittance to the Taproom. Additionally, 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 25, 2021 are available at www.bostonbeer.com. On behalf of the Board of Directors and Boston Beer’s Executive Leadership Team, I thank you for your continued confidence and support of Boston Beer and our products.

Cheers!

Jim Koch

Founder, Brewer, and Chairman of the Board

Notice of the 2022 Annual Meeting of Stockholders

Meeting Information

MAY 18, 2022,

3:00 p.m. ET

Samuel Adams Boston Taproom
Faneuil Hall, 60 State Street,
Boston, Massachusetts

To our Stockholders:

The 2022 Annual Meeting of the Stockholders (the “Annual Meeting”) of The Boston Beer Company, Inc. (“Boston Beer,” the “Company,” “we,” or “us”) will be held at the Samuel Adams Boston Taproom, Faneuil Hall, 60 State Street, Boston, Massachusetts at 3:00 p.m. ET on Wednesday, May 18, 2022.

The Class A Stockholders will meet for the following purposes:

1.	For the election of three (3) Class A Directors, each to serve for a term of one (1) year;
2.	To conduct an advisory vote regarding the compensation of our Named Executive Officers; and
3.	To consider and act upon any other business that may properly come before the meeting.

The Class B Stockholder will attend for the following purposes:

1.	For the election of six (6) Class B Directors, each to serve for a term of one (1) year;
2.	To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the 53-week fiscal year ending December 31, 2022 (“Fiscal Year 2022”); and
3.	To consider and act upon any other business that may properly come before the meeting.

These items of business are more fully described in the Proxy Statement accompanying this Notice. The Board of Directors fixed the close of business on March 21, 2022 as the Record Date for the meeting. Only Stockholders of Record on the Record Date are entitled to notice of and to vote at the meeting.

YOUR VOTE IS VERY IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SUBMIT YOUR PROXY OR VOTING INSTRUCTIONS AS SOON AS POSSIBLE.

You may submit your proxy: (1) by mail using a traditional proxy card; (2) by calling the toll-free number listed on your proxy card; or (3) through the internet, as described in the enclosed materials. If you receive more than one proxy because you own shares registered in different names or addresses, each proxy should be voted. This Proxy Statement and the accompanying proxy are being distributed on or about April 7, 2022.

By order of the Board of Directors,

MICHAEL G. ANDREWS

Associate General Counsel & Corporate Secretary

April 7, 2022

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on May 18, 2022



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

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

YOUR VOTE IS IMPORTANT!

Whether or not you are able to attend our Annual Meeting, please vote as soon as reasonably possible. Under New York Stock Exchange rules, your broker will NOT be able to vote your shares unless they receive specific instructions from you. We strongly encourage you to vote.

We continue to be advised and a number of our stockholders have experienced that many states are strictly enforcing escheatment laws and requiring shares held in “inactive” accounts to be escheated to the state in which the stockholder was last known to reside. One way that you can ensure that your account remains “active” is to vote your shares.

We encourage you to vote via the internet or by telephone. It is convenient for you and saves the Company significant postage and processing costs. To vote via the internet, go to http://www.envisionreports/sam and follow the steps outlined on the secured website. To vote by telephone, call toll free at 1-800-652-8683. Internet and telephone voting for Stockholders of Record will be available 24 hours a day and will close at 11:59 p.m. ET on May 17, 2022.

Table

of Contents

Proxy Summary	7

Nominees for Board of Directors	11
Nominees for Class A Director	12
Nominees for Class B Director	14

Board of Directors	17
Board Governance	17
Board Committees	18
Stockholder Engagement	21
Board Review of Related Party Transactions	23

Director Compensation	24
Compensation Summary	24
Director Compensation for Fiscal Year 2021	25

Executive Officers	26

Compensation Discussion and Analysis	27
Role of the Compensation Committee	27
Compensation Philosophy and Objectives	27
Response to Recent Advisory Say-on-Pay Votes	28
Components of Executive Compensation and Compensation Mix	28
How Executive Pay Levels Are Determined	32
Additional Compensation Policies and Practices	33
Fiscal Year 2021 Named Executive Officer Compensation	35
Compensation Committee Report	37
Compensation Committee Interlocks and Insider Participation	37

Executive Compensation	38
Summary Compensation Table	38
Grants of Plan-Based Awards in Fiscal Year 2021	39
Outstanding Equity Awards at 2021 Fiscal Year End	40
Option Exercises and Stock Vested in Fiscal Year 2021	41
Employment Contracts, Termination of Employment,and Change in Control Agreements	42
Potential Payments Upon Termination or Change in Control	42

Pay Ratio Disclosure	45

Stock Ownership of Board, Management, and Principal Stockholders	46

Environmental, Social, and Governance	48
Culture	48
People	48
Diversity, Equity, and Inclusion	51
EEO-1 Data	52
Social Responsibility	53
Environmental Initiatives	54
COVID-19 Response	55
Sustainability	56

Audit Information	58

Voting Matters for 2022 Annual Meeting	59

Frequently Asked Questions	61

Other Information	65

•	Depletions (sales by our wholesalers to retailers) increased by approximately 22% from the 52-week fiscal period ended December 26, 2020 (“Fiscal Year 2020”), following 37% depletions growth in Fiscal Year 2020
•	Net revenue of approximately $2.06 billion, an increase of 18.5% from Fiscal Year 2020
•	Earnings per diluted share of $1.17, a decrease from $15.53 in Fiscal Year 2020
•	Shipments (our sales to our wholesalers) of approximately 8.5 million barrels, a 15.4% increase over Fiscal Year 2020
•	Cash and cash equivalents on hand as of the end of Fiscal Year 2021 totaled $66.3 million, down from $163.3 million as of the end of Fiscal Year 2020
•	Capital investments in Fiscal Year 2021 totaled approximately $147.9 million, as compared to $140.0 million during Fiscal Year 2020, primarily consisting of improvements to the Company’s breweries intended to increase production capacity, drive efficiencies and cost reductions, and support product innovation and future growth

Item #	Voting Matters	Board Recommendation
Item 1	The election of each of the three (3) nominees for Class A Director, to be decided by plurality vote of the holders of Class A Common Stock present in person or represented by proxy.	FOR each Director Nominee
Item 2	The non-binding advisory “Say-on-Pay” vote to approve the compensation of our Named Executive Officers, to be voted on by the holders of Class A Common Stock present in person or by proxy.	FOR
Item 3	The election of each of the six (6) nominees for Class B Director, to be decided by the affirmative vote of the holder of the outstanding shares of Class B Common Stock.	FOR each Director Nominee
Item 4	The ratification of Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm for Fiscal Year 2022, to be decided by the affirmative vote of the holder of the outstanding shares of Class B Common Stock.	FOR

Name	Age	Director Since	Principal Occupation	Current Committee Assignments
Meghan V. Joyce	38	2019	Chief Operating Officer of Oscar Health	NomGov (Chair), Audit
Michael Spillane	62	2016	President of Consumer Creation of Nike, Inc.	Comp (chair), NomGov
Jean-Michel Valette*	61	2003	Chairman of Sleep Number Corporation	Audit (chair), NomGov

www.bostonbeer.com		THE BOSTON BEER COMPANY, INC.		2022 Proxy Statement		8

•	Independent oversight over executive compensation by the Compensation Committee;
•	Competitive benchmarking of executive compensation against a peer group;
•	Bonus program for Executive Officers based primarily on Company performance (depletions growth, EBIT, and cost savings);
•	Discretion to reduce individual bonus payouts down to zero for non-performance;
•	Long-term equity program with a mix of performance and time-based vesting criteria;
•	Annual advisory Say-on-Pay vote;
•	Policy banning hedging and pledging of stock by Directors, Officers, and other designated employees; and
•	Robust equity ownership guidelines applicable to our Chairman and CEO.

Annual Compensation
Base Salary Received	$	826,278
Performance Bonus	$	0
March 1, 2021 Annual Stock Option Award	$	2,000,369
March 1, 2021 Annual Restricted Stock Unit Award	$	2,000,841
Other Compensation	$	12,898
Annual Compensation Subtotal	$	4,840,386
Special Equity Awards
March 1, 2021 Special Stock Option Award	$	5,000,011
March 1, 2021 Special Restricted Stock Unit Award	$	5,000,559
Special Equity Award Subtotal	$	10,000,570
2021 TOTAL COMPENSATION	$	14,840,956

•	Base Salary: Mr. Burwick’s annual base salary of $835,459 was approved by the Compensation Committee and the Board of Directors in February 2021, representing a 5% increase of his 2020 base salary of $795,675. The merit increase was effective on March 21, 2021, the same effective date as other coworkers.
•	Performance Bonus: The Company’s bonus scale is described in more detail in the Compensation Discussion and Analysis, or “CD&A,” section of this Proxy Statement under the heading “Cash Incentive Bonuses.” As noted in that section, the Company achieved 22% depletions growth under Mr. Burwick’s guidance in Fiscal Year 2021, which was below the Company’s projected growth targets for the year. As described under the “Cash Incentive Bonuses” heading, the Compensation Committee reviewed Fiscal Year 2021 Company performance against the bonus scale and determined that the Company achieved 4% on the bonus scale, which would have made Mr. Burwick eligible for a 4% bonus. Regardless, he opted not to be considered for a bonus award for Fiscal Year 2021, but instead asked that the Compensation Committee take any such funds that he would have been eligible for in the bonus pool and allot those funds to other Company coworkers, not inclusive of other Executive Officers.
•	Performance-Based Stock Option Award: On March 1, 2021, the Company granted Mr. Burwick a performance-based stock option award for a total of 4,446 shares, valued at $2,000,369 on the grant date. As described in more detail in the CD&A section of this Proxy Statement under the heading “Stock Option Awards,” the option shares have an exercise price of $1,028.71, are contingent upon net revenue growth in Fiscal Year 2022 over Fiscal Year 2020, have a three-year vesting schedule from March 2023 to March 2025 should the performance criteria be achieved, and are contingent on continued employment 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, 2021.
•	Restricted Stock Units: On March 1, 2021, the Company granted Mr. Burwick an award of 1,945 Restricted Stock Units (“RSUs”), valued at $2,000,841 on the grant date. As described in more detail in the CD&A section of this Proxy Statement under the heading “Restricted Stock Units,” the RSUs vest over a four-year period and are contingent upon continued employment 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, 2021.
•	Special One-Time Equity Awards: Over the course of 2019 and 2020, the Compensation Committee retained Frederic W. Cook & Co., Inc. (“FW Cook”), an independent executive compensation consulting firm, to review the total compensation of our Executive Officers compared to executive officers at other similarly sized companies. FW Cook’s analysis determined that Mr. Burwick’s total target compensation was below the 25^thpercentile for total target compensation for chief executive officers at similarly sized companies. The Compensation Committee and the Company’s Chairman and Founder agreed that based on the Company’s growth rates during Mr. Burwick’s tenure, he should be compensated between the median and the 75^thpercentile of the market compared to similarly sized companies. Based on that analysis, the Committee determined that there was an annual gap of total compensation of approximately $3.6 million, or approximately $18 million over five years. Rather than significantly increasing Mr. Burwick’s base salary and performance bonus targets, the Compensation Committee opted to close the gap through moderate cash increases over time and through two special one-time equity awards valued at approximately $10 million in the aggregate. Accordingly, the Committee approved a special stock option grant (the “Burwick Option”) and a special RSU grant (the “Burwick RSU”) for Mr. Burwick in addition to his annual grants. The Committee believes there are several advantages to this strategy, including: (1) aligning CEO compensation with total shareholder return; (2) providing strong retention incentives; and (3) leveraging the simple-to-understand structure of the company’s existing equity vehicles. The special awards were disclosed in a Current Report on Form 8-K (a “Form 8-K”) filed with the SEC on February 12, 2021.

	•	Burwick Option: The Burwick Option was granted on March 1, 2021, for a total of 10,935 shares, valued at $5,000,011 on the grant date. The Burwick Option has an exercise price of $1,028.71 and will vest 25% on March 1, 2024, 25% on March 1, 2025, and 50% on March 1, 2026, contingent on continued employment on the applicable vesting dates and subject to accelerated vesting upon the occurrence of certain specified events.
	•	Burwick RSU: The Burwick RSU was granted on March 1, 2021 for a total of 4,861 restricted share units, valued at $5,000,559 on the grant date. The Shares will vest 25% on March 1, 2024, 25% on March 1, 2025, and 50% on March 1, 2026, contingent on continued employment on the applicable vesting dates and subject to accelerated vesting upon the occurrence of certain specified events.

•	Board oversight of ESG. A majority of stockholders expressed the desire to discuss ESG, particularly the Board’s approach to oversight of ESG topics such as diversity, equity, and inclusion, succession planning and talent management, environment and sustainability, culture, social responsibility, and the Company’s response to the COVID-19 pandemic. More specifically, many stockholders suggested that the Company formally assign oversight of these topics to the Board or its standing committees. Partially as a result of the feedback received at stockholder meetings in recent years, it was determined in 2021 that the full Board is responsible for oversight of succession planning and talent management; the Compensation Committee is responsible for the oversight of diversity, equity, and inclusion and other human capital issues; the Audit Committee, reporting to the full Board, is responsible for oversight of the Company’s COVID-19 response; and that the Nominating/Governance Committee is responsible for oversight of the Company’s efforts in the areas of environment, sustainability, and social responsibility.
•	ESG Disclosures. While nearly all stockholders we spoke with indicated that they were pleased with the progress we made in our 2021 Proxy Statement with respect to ESG disclosures, they also indicated a preference for even further expanded reporting in the future, such as “standalone” reporting outside of the proxy statement, including quantifiable data as available, on topics such as diversity, water usage, energy usage, emissions, recycling, safety, workforce culture and engagement, and social impact initiatives. In response to these discussions, in August 2021 we commenced a search for a vendor to complete a materiality assessment of the Company’s ESG efforts and progress. As discussed in more detail in the Environmental, Social, and Governance section of this Proxy Statement, the project was kicked off in January 2022 with the goal of determining which metrics are the most important to the Company’s Board, management, workforce, stockholders, potential job seekers, and the community at large. Ultimately the Company aspires to move towards standalone ESG reporting.
•	Diversity, Equity, and Inclusion. Almost all stockholders indicated that diversity is vital in the makeup of boards and management teams. The stockholders also relayed that Boards and management teams should seek to represent the company’s coworkers and customer base. We agree with this premise. In each of the stockholder meetings in 2021, the Company shared the Company’s ongoing efforts towards progress in these areas, which efforts are outlined in more detail under the headings “Consideration of Nominees for Director” above and “Diversity, Equity, and Inclusion” below.
•	Succession Planning and Talent Management. In recent years, stockholders have relayed their belief that CEO and executive succession planning should be a regular agenda item on the annual Board calendar. Since Mr. Burwick joined as CEO in 2018, we have improved our focus on internal executive succession planning, holding discussions and meetings on the topic annually. The Company’s succession planning efforts are discussed in more detail below under the heading “Succession Planning.”
•	Sustainability. Almost all stockholders relayed a general preference that boards have regular conversations with management about sustainable practices, especially when it is beneficial to the company’s bottom line over the long term. The Company’s ongoing sustainability efforts are discussed in more detail below under the heading “Sustainability.”
•	Culture. Several stockholders discussed culture as a vital retention and recruiting tool in today’s employment environment and expressed the belief that boards should be discussing culture with management regularly. In response, we discussed the Company’s historical and ongoing efforts related to culture, which are outlined in more detail under the headings “People” and “Culture” below. The Company firmly believes that its culture is an area of strength.
•	CEO Compensation. The stockholders we met with in 2020 and 2021 did not express material concerns with the Company’s executive compensation structure. However, we recognize that in the past stockholders have expressed concerns about significant one-time equity grants awarded to executive officers -- such as the Burwick Option and Burwick RSU granted to the CEO in 2021. The Compensation Committee considered the feedback from stockholders when granting those awards and implementing its compensation practices and procedures. As discussed in more detail under the heading “Compensation of David A. Burwick, President & Chief Executive Officer”, the purpose of those grants was to bring Mr. Burwick’s total target compensation from below the 25^thpercentile for total target compensation for chief executive officers at similarly-sized companies to between the median and the 75^thpercentile of the market compared to similarly-sized companies – a gap determined to be approximately $18 million over five years by an independent executive compensation consulting firm. Rather than significantly increasing Mr. Burwick’s cash compensation, the Compensation Committee opted to attempt to close that gap through moderate cash increases over time and through those two special one-time equity awards valued at approximately $10 million in the aggregate. The Committee believes there are several advantages to this strategy, including: (1) aligning CEO compensation with total shareholder return; (2) providing strong retention incentives; and (3) leveraging the simple-to-understand structure of the company’s existing equity vehicles.

Applies to	Payment For	Compensation	Payable
All Non-Employee Directors	One-time Award	Option for shares of Class A Common Stock valued at approximately $115,000 as of the date of grant	Upon first-time election or appointment to the Board
All Non-Employee Directors	Annual Award	Option for shares of Class A Common Stock valued at approximately $115,000 as of the date of grant	Upon each election to the Board
All Non-Employee Directors	Annual Retainer	$30,000	Upon election to the Board
Lead Director	Annual Retainer	$10,000	Upon appointment
Chair, Audit Committee	Annual Retainer	$15,000	Upon appointment
Chair, Compensation Committee	Annual Retainer	$10,000	Upon appointment
Chair, Nominating/Governance Committee	Annual Retainer	$9,000	Upon appointment
Members of Audit Committee (other than Chair)	Annual Retainer	$10,000	Upon appointment to the Audit Committee
Members of Other Standing Committees (other than Chair)	Annual Retainer	$2,000	Upon appointment to a standing committee other than the Audit Committee

Name	Fees Earned or Paid in Cash		Option Awards		⁽¹⁾⁽²⁾	Total
Cynthia A. Fisher	$	30,000	$	114,906		$	144,906
Michael M. Lynton	$	34,000	$	114,906		$	148,906
Meghan V. Joyce	$	49,000	$	114,906		$	163,906
Julio N. Nemeth	$	42,000	$	114,906		$	156,906
Michael Spillane	$	42,000	$	114,906		$	156,906
Jean-Michel Valette	$	57,000	$	114,906		$	171,906

Name	Number of Option Shares
Cynthia A. Fisher		8,181
Michael M. Lynton		769
Meghan V. Joyce		2,448
Julio N. Nemeth		1,795
Michael Spillane		7,438
Jean-Michel Valette		3,560

Name	Base Salary		2021 Bonus Paid in 2022		All Other Compensation⁽¹⁾		Total
Samuel A. Calagione, III	$	450,434	$	0	$	12,898	$	463,332
C. James Koch	$	450,434	$	0	$	12,898	$	463,332

DAVID A. BURWICK	President and Chief Executive Officer
FRANK H. SMALLA	Treasurer and Chief Financial Officer
JOHN C. GEIST	Chief Sales Officer
QUINCY B. TROUPE	Senior Vice President, Supply Chain
LESYA LYSYJ	Chief Marketing Officer

•	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.

•	Mr. Burwick: 100% of base salary;
•	Mr. Smalla 75% of base salary;
•	Mr. Geist: 75% of base salary;
•	Mr. Troupe: 60% of base salary; and
•	Ms. Lysyj, 60% of base salary.

2021 Bonus Scale
Resource Efficiencies (millions $)	$	51		$	53		$	55		$	57		$	59		$	60		$	61		$	62		$	63		$	64
EBIT (millions $)	$	321		$	344		$	364		$	375		$	383		$	397		$	406		$	419		$	430		$	446
Depletions Growth %		20	%		26	%		32	%		36	%		40	%		44	%		48	%		52	%		56	%		60	%
FUNDING %		0	%		25	%		50	%		75	%		100	%		125	%		150	%		175	%		200	%		250	%

2021 Achievement		% Achievement on 2021 Bonus Scale
$32 million in Resource Efficiencies (focused cost savings)		0%
$8 million in EBIT		0%
22% Depletions Growth		7%
PAYOUT %		4%

Calavo Growers Inc.	J&J Snack Foods Corp.	Steve Madden, Ltd.
Cal-Maine Foods Inc.	John B. Sanfilippo & Son, Inc.	The Hain Celestial Group, Inc.
Columbia Sportswear Company	Lancaster Colony Corp.	Tootsie Roll Industries, Inc.
Flower Foods	National Beverage Corp.	Vector Group Ltd.
Hostess Brands, Inc.	Oxford Industries, Inc.	YETI Holdings, Inc.
Inter Parfums, Inc.	Post Holdings

Director

Compensation

Nom/Gov

Meghan V. Joyce

Michael M. Lynton

Julio N. Nemeth

Michael Spillane

Jean-Michel Valette

Name	Title	Base Salary for 2021		Increase from 2020 Base Salary			Actual Salary Earned in 2021
Frank H. Smalla	Treasurer and CFO	$	579,272		3.0	%	$	575,378
John C. Geist	Chief Sales Officer	$	579,272		3.0	%	$	575,378
Quincy B. Troupe	Senior Vice President, Supply Chain	$	515,000		3.0	%	$	511,538
Lesya Lysyj	Chief Marketing Officer	$	503,928		3.0	%	$	500,540

Name	Title	2021 Bonus, Paid in March 2022
Frank H. Smalla	Treasurer and CFO	$	0
John C. Geist	Chief Sales Officer	$	0
Quincy B. Troupe	Senior Vice President, Supply Chain	$	0
Lesya Lysyj	Chief Marketing Officer	$	0

Name	Title	Stock Option Award	RSUs
Frank H. Smalla	Treasurer and CFO	625 option shares	274 shares
		$281,203	$281,867
John C. Geist	Chief Sales Officer	625 option shares	274 shares
		$281,203	$281,867
Quincy B. Troupe	Senior Vice President, Supply Chain	556 option shares	244 shares
		$250,159	$251,005
Lesya Lysyj	Chief Marketing Officer	544 option shares	238 shares
		$244,759	$244,833

Name and Principal Position	Fiscal Year	Salary		⁽¹⁾	Bonus		⁽¹⁾⁽²⁾	Restricted Stock Awards		⁽³⁾	Option Awards		⁽³⁾	Non-Equity Incentive Plan Compensation		⁽¹⁾	All Other Compensation		⁽¹⁾⁽⁴⁾	Total
David A. Burwick	2021	$	826,278		$	0		$	7,001,400	⁽⁵⁾	$	7,000,380	⁽⁵⁾⁽⁶⁾	$	0		$	12,898		$	14,840,957
President & CEO	2020	$	790,327		$	0		$	999,650		$	999,897	⁽⁷⁾	$	1,975,817		$	12,698		$	4,778,389
	2019	$	767,308		$	0		$	999,879		$	999,307	⁽⁸⁾	$	1,434,865		$	10,193		$	4,211,552
Frank H. Smalla	2021	$	575,378		$	0		$	281,867		$	281,203	⁽⁶⁾	$	0		$	13,898		$	1,152,347
Treasurer & CFO	2020	$	556,215		$	0		$	3,267,401	⁽⁵⁾	$	267,863	⁽⁷⁾	$	1,042,904		$	13,698		$	5,148,082
	2019	$	532,000		$	50,000		$	259,737		$	259,899	⁽⁸⁾	$	621,904		$	11,193		$	1,734,734
John C. Geist	2021	$	575,378		$	0		$	281,867		$	281,203	⁽⁶⁾	$	0		$	20,735		$	1,159,183
Chief Sales Officer	2020	$	556,215		$	0		$	1,267,360	⁽⁵⁾	$	267,863	⁽⁷⁾	$	834,323		$	21,382		$	2,947,143
	2019	$	532,000		$	50,000		$	259,737		$	259,899	⁽⁸⁾	$	621,904		$	17,798		$	1,741,339
Quincy B. Troupe	2021	$	511,538		$	0		$	251,005		$	250,159	⁽⁶⁾	$	0		$	26,104		$	1,038,807
Senior Vice President, Supply Chain	2020	$	449,617		$	0		$	1,699,965	⁽⁸⁾	$	200,435	⁽⁷⁾	$	562,022		$	14,658		$	2,926,697
	2019	$	397,977		$	0		$	194,412		$	194,370	⁽⁸⁾	$	372,108		$	11,198		$	1,170,066
Lesya Lysyj	2021	$	500,540		$	0		$	244,833		$	244,759	⁽⁶⁾	$	0		$	19,268		$	1,009,401
Chief Marketing Officer	2020	$	485,962		$	0		$	237,306		$	237,420	⁽⁷⁾		$ 607, 452		$	12,698		$	1,580,838
	2019	$	319,712		$	0		$	1,499,958	⁽⁸⁾	$	1,499,971	⁽⁸⁾	$	452,125		$	10,193		$	3,781,958

(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 2021 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 22, 2022.

(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 2021, Mr. Burwick, Mr. Smalla, Mr. Geist, Ms. Lysyj, and Mr. Troupe each received 401(k) plan matching contributions in the amount of $11,600.

(5)	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.

(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. The Compensation Committee will determine if the performance criteria have been met prior to March 1, 2023.

(7)	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 2022, 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 2021, the Compensation Committee determined that the performance criteria had been achieved.

				Estimated Future Payouts Under Non-Equity Incentive Plan Awards⁽¹⁾				Estimated Future Payouts Under Equity Incentive Plan Awards						All Other Stock Awards: Number of		All Other Option Awards: Number of Securities	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)			Shares of Stock		Underlying Options	Awards ($/sh)			Grant ($/sh)		Awards ($)⁽²⁾
David A. Burwick
Annual Incentive				$	835,459	$	2,088,648
Performance Option	03/01/2021	2/9/2021	⁽³⁾						4,446	⁽⁴⁾		4,446	⁽⁴⁾				$	1,028.71	⁽³⁾	$	1,028.71	$	2,000,369
Service Option	03/01/2021	2/9/2021	⁽³⁾													10,935	$	1,028.71	⁽³⁾	$	1,028.71	$	5,000,011
RSU	03/01/2021	2/9/2021	⁽³⁾												1,945							$	2,000,841
RSU	03/01/2021	2/9/2021	⁽³⁾												4,861							$	5,000,559
Frank H. Smalla
Annual Incentive				$	434,454	$	1,086,135
Performance Option	03/01/2021	2/9/2021	⁽³⁾						625	⁽⁴⁾		625	⁽⁴⁾				$	1,028.71	⁽³⁾	$	1,028.71	$	281,203
RSU	03/01/2021	2/9/2021	⁽³⁾												274							$	281,867
John C. Geist
Annual Incentive				$	434,454	$	1,086,135
Performance Option	03/01/2021	2/9/2021	⁽³⁾						625	⁽⁴⁾		625	⁽⁴⁾				$	1,028.71	⁽³⁾	$	1,028.71	$	281,203
RSU	03/01/2021	2/9/2021	⁽³⁾												274							$	281,867
Lesya Lysyj
Annual Incentive				$	302,357	$	755,891
Performance Option	03/01/2021	2/9/2021	⁽³⁾						544	⁽⁴⁾		544	⁽⁴⁾				$	1,028.71	⁽³⁾	$	1,028.71	$	244,759
RSU	03/01/2021	2/9/2021	⁽³⁾												238							$	244,833
Quincy B. Troupe
Annual Incentive				$	259,560	$	648,900
Performance Option	03/01/2021	2/9/2021	⁽³⁾						556	⁽⁴⁾		556	⁽⁴⁾				$	1,028.71	⁽³⁾	$	1,028.71	$	250,159
RSU	03/01/2021	2/9/2021	⁽³⁾												244							$	251,005

(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 B and P to the Company’s audited financial statements for Fiscal Year 2021, included in the Company’s Annual Report on Form 10-K filed with the SEC on February 22, 2022.

(3)	On February 9, 2021, upon the recommendation of the Compensation Committee, the Board of Directors granted the above stock options effective as of March 1, 2021, 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 33.3% per year starting on March 1, 2023, 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 2022 over 2020 is equal to or greater than 2%, but less than 3.5%, 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 2022 over 2020 is equal to or greater than 3.5%, 100% of the number of shares shall be eligible to vest in accordance with the vesting schedule.

	Option Awards													Stock Awards
Name	No. of Securities Underlying Unexercised Options Exercisable			No. of Securities Underlying Unexercised Options Unexercisable			Equity Incentive Plan Awards: Number 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		2,481	⁽²⁾		—			—		$	104.68		05/22/2022			6,542	⁽⁸⁾	$	3,433,700
		1,644	⁽²⁾		—			—		$	151.49		05/28/2023			1,745	⁽⁹⁾	$	915,898
		1,116	⁽²⁾		—			—		$	214.83		06/04/2024			1,600	⁽¹⁰⁾	$	839,792
		940	⁽²⁾		—			—		$	262.25		05/27/2025			2,022	⁽¹¹⁾	$	1,061,287
		1,560	⁽²⁾		—			—		$	157.58		05/25/2026			1,945	⁽¹²⁾	$	1,020,872
		1,698	⁽²⁾		—			—		$	140.05		05/18/2027			4,861	⁽¹³⁾	$	2,551,393
		6,639			3,320	⁽³⁾		—		$	229.30		04/30/2028
		2,450			4,902	⁽⁴⁾		—		$	312.56		02/28/2029
		—			—			7,029	⁽⁵⁾	$	370.79		02/28/2030
		4,446	⁽⁶⁾		—			4,446	⁽⁶⁾	$	1,028.71		02/28/2031
		—			10,935	⁽⁷⁾		—		$	1,028.71		02/28/2031
Frank H. Smalla		8,967			17,936	⁽¹⁴⁾		—		$	192.26		02/23/2026			524	⁽¹⁶⁾	$	275,032
		2,015			1,008	⁽¹⁵⁾		—		$	191.10		12/31/2027			416	⁽¹⁰⁾	$	218,346
		637			1,274	⁽⁴⁾		—		$	312.56		02/28/2029			542	⁽¹¹⁾	$	284,480
		—			—			1,883	⁽⁵⁾	$	370.79		02/28/2030			8,090	⁽¹⁷⁾	$	4,246,198
		—			—			625	⁽⁶⁾	$	1,028.71		02/28/2031			274	⁽¹²⁾	$	143,814
John C. Geist		—			37,572	⁽¹⁸⁾		—		$	201.91		01/01/2026			524	⁽¹⁶⁾	$	275,032
		—			1,008	⁽¹⁵⁾		—		$	191.10		12/31/2027			416	⁽¹⁰⁾	$	218,346
		—			1,274	⁽⁴⁾		—		$	312.56		02/28/2029			542	⁽¹¹⁾	$	284,480
		—			—			1,883	⁽⁵⁾		370.79		02/28/2030			2,696	⁽¹⁹⁾	$	1,415,050
		—			—			625	⁽⁶⁾	$	1,028.71		02/28/2031			274	⁽¹²⁾	$	143,814
Quincy B. Troupe		—			8,968	⁽¹⁴⁾		—		$	192.26		2/23/2026			419	⁽¹⁶⁾	$	219,921
		705			706	⁽¹⁵⁾		—			191.10		12/31/2027			312	⁽¹⁰⁾	$	163,759
		238			954	⁽⁴⁾		—			312.56		02/28/2029			405	⁽¹¹⁾	$	212,572
		—			—			1,409	⁽⁵⁾		370.79		02/28/2030			1,842	⁽²⁰⁾	$	966,811
								556	⁽⁶⁾		1,028.71		02/28/2031			244	⁽¹²⁾	$	128,068
Lesya Lysyj		—			11,827	⁽²¹⁾		—		$	304.56		04/28/2029			2,463	⁽²²⁾	$	1,292,755
		—			—			1,669	⁽⁵⁾	$	370.79		02/28/2030			480	⁽¹¹⁾	$	251,938
		—			—			544	⁽⁶⁾	$	1,028.71		02/28/2031			238	⁽¹²⁾	$	124,919

(1)	Market value of shares that have not vested is calculated using a stock price of $524.87, which is the closing price of the Company’s stock on the last trading day of Fiscal Year 2021.
(2)	Stock option awards granted under the Director Option Plan, prior to Mr. Burwick’s appointment as President and CEO.
(3)	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.
(4)	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.

	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		207	⁽¹⁾	$	198,938		20,153	$	23,933,191
Frank H. Smalla		—			—		688	$	691,089
John C. Geist		14,169		$	10,776,067		679	$	684,965
Quincy B. Troupe		5,427		$	4,173,975		530	$	531,185
Lesya Lysyj		—			—		1,391

SEC Form DEF 14A filed by Boston Beer Company Inc.