Notice of the 2024

Notice of the 2024

Proxy Summary

Nominees for Board of Directors

Corporate Governance – Our Board of Directors

Director Compensation

Executive Officers

Compensation Discussion and Analysis

Executive Compensation

Online Availability of Proxy Materials

Eligibility to Vote

Note Regarding Forward-Looking Statements

2023 Business Results

Voting Matters and Board Recommendations

Board Nominees

Named Executive Officers

Executive Compensation

Other Named Executive Officer 2023 Compensation Mix

Nominees for Class A Director

Nominees for Class B Director

Board Governance

Director Independence

Board Leadership Structure

Executive Sessions of the Board

Board Committees

Stockholder Engagement

Board Review of Related Party Transactions

Compensation Summary

Director Compensation for Fiscal Year 2023

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 2023 Named Executive Officer Compensation

Compensation Committee Report

Compensation Committee Interlocks and Insider Participation

Summary Compensation Table

2023 Compensation of President & CEO David A. Burwick

Board Risk Oversight

Board Meetings and Attendance

Communications with the Board

Committee Structure

Audit Committee

Compensation Committee

Nominating/Governance Committee

Consideration of Nominees for Director

Stockholder Nominees

Base Salary

Cash Incentive Bonuses

Long-Term Equity Awards

Executive Benefits

Executive Compensation Analysis Timeline

Compensation Assessments

Executive Compensation Recovery Policy

Policies Prohibiting Hedging and Pledging Boston Beer Stock

Stock Ownership and Retention Guidelines

Tax Deductibility under Section 162(m)

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

Compensation of Named Executive Officers Other than the CEO

Stock Option Awards

Restricted Stock Units

Investment Shares

Boston Beer Peer Group

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. )

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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)

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Dear

Fellow Stockholder

Jim Koch

Founder, Brewer, and Chairman of the Board

March 28, 2024

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

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

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

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

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

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

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

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

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

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

Cheers!

Jim Koch

Founder, Brewer, and Chairman of the Board

Annual Meeting of Stockholders

Meeting Information
May 7, 2024,
3:00 p.m. ET

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

To our Stockholders:

The 2024 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 Tuesday, May 7, 2024.

The Class A Stockholders will meet for the following purposes:

1.	For the election of the three (3) Class A Directors named in this Proxy Statement, 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 up to 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 52-week fiscal year ending December 28, 2024 (“Fiscal Year 2024”); 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 13, 2024 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 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 March 28, 2024.

By order of the Board of Directors,

MICHAEL G. ANDREWS

Associate General Counsel & Corporate Secretary

March 28, 2024

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

BY INTERNET

You may vote your shares via the internet by following the instructions provided in the Notice. To vote by the internet, go to www.envisionreports/sam and follow the steps outlined on the secured website.

BY TELEPHONE

You may vote your shares by telephone by following the instructions provided in the Notice. To vote by telephone, call toll free at
1-800-652-8683.

BY MAIL

If you received printed copies of the Proxy Materials, you may vote by completing, signing, and dating the Proxy Card and returning it in the prepaid envelope.

AT THE ANNUAL MEETING

You may vote in person at the Annual Meeting. If you voted via proxy before the meeting, you must revoke it in order to vote in person. If you need to revoke your proxy, please consult with a Boston Beer representative upon admission to the Annual Meeting.

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

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 6, 2024.

	THE BOSTON BEER COMPANY, INC.		2024 Proxy Statement		5

Table

of Contents

Proxy Summary	7

Nominees for Board of Directors	12
Nominees for Class A Director	13
Nominees for Class B Director	15

Corporate Governance – Our Board of Directors	18
Board Governance	18
Board Committees	19
Stockholder Engagement	22
Board Review of Related Party Transactions	23

Director Compensation	24
Compensation Summary	24
Director Compensation for Fiscal Year 2023	25

Executive Officers	26

Compensation Discussion and Analysis	28
Role of the Compensation Committee	28
Compensation Philosophy and Objectives	28
Response to Recent Advisory Say-on-Pay Votes	29
Components of Executive Compensation and Compensation Mix	29
How Executive Pay Levels Are Determined	34
Additional Compensation Policies and Practices	35
Fiscal Year 2023 Named Executive Officer Compensation	37
Compensation Committee Report	39
Compensation Committee Interlocks and Insider Participation	39

Executive Compensation	40
Summary Compensation Table	40
Grants of Plan-Based Awards in Fiscal Year 2023	41
Outstanding Equity Awards at 2023 Fiscal Year End	42
Option Exercises and Stock Vested in Fiscal Year 2023	44
Employment Contracts, Termination of Employment, and Change in Control Agreements	44
Potential Payments Upon Termination or Change in Control	45

Pay Versus Performance Disclosure	48
Most Important Financial Measures	48
Relationship Between Most Important Financial Measures and Executive Compensation	49
Relationship Between Company and Peer Group Total Shareholder Return	52

Pay Ratio Disclosure	53

Stock Ownership of Board, Management, and Principal Stockholders	54

Environmental, Social, and Governance	56
2023 ESG Highlights	56
ESG Governance	57

Audit Information	58

Voting Matters for 2024 Annual Meeting	59

Frequently Asked Questions	61

Other Information	65

•	Depletions (sales by our wholesalers to retailers) decreased by approximately 6% from Fiscal Year 2022. Depletions decreased by approximately 5% on a 52-week comparable basis.
•	Shipments (our sales to our wholesalers) decreased by 6.2% from Fiscal Year 2022 to approximately 7.7 million barrels. Shipments decreased 5.2% on a 52-week comparable basis.
•	Net revenue decreased by 3.9% from Fiscal Year 2022 to approximately $2.009 billion. Net revenue decreased by 2.9% on a 52-week comparable basis
•	Gross margin of 42.4%, up 120 basis points year over year
•	Net income of $76.3 million
•	GAAP diluted earnings per share of $6.21, which includes a non-cash impairment charge of $0.96 per share recorded in the third quarter of 2023
•	Generated $265 million in operating cash flow
•	Cash and cash equivalents on hand as of the end of Fiscal Year 2023 totaled $298.5 million
•	Repurchased and subsequently retired 276,045 shares of Class A Common Stock for an aggregate purchase price of $92.9 million.

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 five (5) 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 2024, 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*	39	2019	Co-Founder and CEO of Duckbill Technologies, Inc.	NomGov (Chair), Audit
Cynthia L. Swanson	62	2023	(Retired) Chief Financial Officer (Europe and Sub Sahara Africa) of PepsiCo	Audit, Comp
Jean-Michel Valette	63	2003	Independent advisor for select branded consumer companies	Audit (chair), NomGov

CLASS B DIRECTOR NOMINEES

Name	Age	Director Since	Principal Occupation	Current Committee Assignments
Michael Spillane**	64	2016	President and CEO of Boston Beer as of April 1, 2024	Comp, NomGov
Samuel A. Calagione, III	54	2020	Founder and Brewer of Dogfish Head Brewery	-
Cynthia A. Fisher	63	2012	Founder and Chairman of PatientRightsAdvocate.org	-
C. James Koch	74	1995	Founder and Chairman of Boston Beer	-
Julio N. Nemeth	63	2020	(Retired) Chief Product Supply Officer of Procter & Gamble	Comp (Chair), NomGov

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

•	Independent oversight over executive compensation by the Compensation Committee;
•	Competitive benchmarking of executive compensation against a peer group;
•	Cash bonus program for Executive Officers based primarily on Company performance (depletions growth, EBIT, and cost savings);
•	Discretion to reduce equity and individual bonus payouts 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 coworkers; and
•	Robust equity ownership guidelines applicable to our Chairman and CEO.

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

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

•	Class Stock Structure. Multiple firms inquired about the Company’s dual-class stock structure, and whether there is any intention of sunsetting that structure over time. We listened to the shareholders’ concerns on this topic, relayed them back to the full Board, and had robust conversations on the matter. While we understand the rationale behind certain shareholders’ positions on the topic, there are no current plans to sunset the Company’s current stock structure.
•	ESG. While nearly all stockholders we spoke with in the 2020 to 2022 timeframe indicated that they were pleased with the progress we made with respect to ESG disclosures in our proxy statements, they also indicated a strong preference for standalone ESG reporting. Partially in response to the feedback we received as part of this outreach program, we published our inaugural ESG report in November 2022. Our second annual ESG Report was then published in August 2023. Following the publication of these reports, we have been able to have more robust conversations with our institutional investors on the topic of ESG. Some specific environmental sustainability topics that are regularly discussed in these conversations include water stewardship, carbon emissions, regenerative ingredients, supplier conservation efforts, and disclosure standards. While we are still in the early stage of our ESG journey, we anticipate that our disclosures and these discussions will be able to be more robust in future years.
•	Executive Compensation Structure. The stockholders we met with in recent years have not expressed material concerns with the Company’s executive compensation structure, but often have inquiries and provide valuable input on topics such as cash bonus structure, long-term equity structure, peer group benchmarking, and executive succession planning. We relay this feedback to our management team, the Compensation Committee, and the full Board of Directors, and it is taken into consideration when we establish our annual executive compensation plans.
•	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 these outreach meetings we generally discuss our ongoing efforts towards progress in these areas, which efforts are outlined in more detail under the headings “Consideration of Nominees for Director” above and in our annual ESG reports.

Applies to	Payment For	Compensation
All Non-Employee Directors	One-time award payable upon first-time election or appointment to the Board	Option for Class A Shares valued at approximately $65,000 as of the grant date
All Non-Employee Directors	One-time award payable upon first-time election or appointment to the Board	RSUs for Class A Shares valued at approximately $65,000 as of the grant date
All Non-Employee Directors	Annual award payable upon annual election to the Board, including first-time election	Option for Class A Shares valued at approximately $65,000 as of the grant date
All Non-Employee Directors	Annual award payable upon annual election to the Board, including first-time election	RSUs for Class A Shares valued at approximately $65,000 as of the grant date
All Non-Employee Directors	Annual cash retainer payable upon annual election to the Board	$75,000
Lead Director	Annual cash retainer payable upon annual appointment to the position	$20,000
Committee Chair (any standing committee)	Annual cash retainer payable upon annual appointment to the position	$20,000
Committee Member, Non-Chair (any standing committee, per committee)	Annual cash retainer payable upon annual appointment to the position	$10,000
Committee Chair or Member (Ad-Hoc Committee)	Annual cash retainer payable upon annual appointment to the position	Within discretion of Compensation Committee

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

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

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

	DAVID A. BURWICK,	President and Chief Executive Officer
	DIEGO REYNOSO,	Treasurer and Chief Financial Officer
	MATTHEW D. MURPHY,	Chief Accounting Officer and Vice President of Finance
	PHILIP A. HODGES,	Chief Supply Chain Officer
	JOHN C. GEIST,	Chief Sales Officer
	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: 120% of base salary, a 20% increase from his 2022 Bonus Target;
•	Mr. Smalla: 75% of base salary, no change from 2022;
•	Mr. Murphy: 40% of base salary, no change from 2022.
•	Mr. Geist: 75% of base salary, no change from 2022; and
•	Ms. Lysyj: 60% of base salary, no change from 2022.

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

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

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

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

Director

Compensation

Nom/Gov

Meghan V. Joyce

Julio N. Nemeth

Michael Spillane

Cynthia L. Swanson

Jean-Michel Valette

•	define “shares” to mean beneficially owned shares of the Company, including both Class A and Class B shares, whether directly or indirectly held, and unvested RSUs, but to not include indirectly held shares for which a director disclaims beneficial ownership or shares subject to unexercised options;
•	define “Target Ownership” as shares having an aggregate value equal to four (4) times: (1) the annual base salary of an employee Director; or (2) the annual base cash Director Fee of a Non-Employee Director; and
•	state that Directors should endeavor to hold shares valued at or above their respective Target Ownership threshold, and until Target Ownership has been achieved, Directors are prohibited from selling shares, with certain limited exceptions.

Name	Title	Base Salary for 2023		Increase from 2022 Base Salary			Actual Salary Earned in 2023
Diego Reynoso	Treasurer and CFO	$	600,000		x		$	184,615
Frank H. Smalla	Former Treasurer and CFO	$	608,650		2.0	%	$	184,969
Matthew D. Murphy	Chief Accounting Officer & VP of Finance	$	379,887		3.0	%	$	379,698
Philip A. Hodges	Chief Supply Chain Officer	$	615,000		x		$	376,096
John C. Geist	Chief Sales Officer	$	608,650		2.0	%	$	606,342
Lesya Lysyj	Chief Marketing Officer	$	529,045		2.0	%	$	527,526

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

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

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

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

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

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