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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April 13, 2016

Dear

Fellow Stockholder:Stockholder

Jim Koch

Founder, Brewer, and Chairman of the Board

March 28, 2024

It is my pleasure to invite you to attend our 20162024 Annual Meeting of Stockholders on Wednesday,Tuesday, May 25, 20167, 2024, at 9:3:00 a.m., Eastern Time,p.m. ET at our Samuel Adams Brewery,Boston Taproom, located at 30 Germania60 State Street in Boston, Massachusetts.

At the Annual Meeting you will be asked to elect three Class A Directors and I, ascast an advisory vote on executive compensation. As the direct or indirect holder of 100%the voting rights of the Company’s Class B Common Stock, I will elect six Class B Directors.

In February, we said farewell to longtime Class A Director Pete Cummin, who stepped down after serving on the Board for over 20 years. We will miss his wisdom and unwavering support of our company. As discussed in the Proxy Statement, the Nominating/Governance Committee of the Board of Directors regularly assesses potential areas of expertise that could strengthen the Board to meet new challenges. As a result of this process, in February the Board fixed the number of Directors to be elected at the Annual Meeting at nine, increasing the number offive Class B Directors, from five to six. In this Proxy Statement you will find information about Michael Spillane, who has been nominated by the Board to serve aswith a Class A Director, joining Dave Burwick and Jean-Michel Valette. You will also find information about David P. Fialkow, who has been nominated by me to serve as asixth Class B Director.

Also atseat remaining vacant pending the Annual Meeting you will be asked to cast an advisory vote on executive compensationresults of our search for a new independent Director, as discussed further below, and I will cast a vote to ratify the selection of our independent registered public accounting firm. I always look forwardAs 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 so that I caneach year, it is always a pleasure for me to share Company news about our company with you and, give you the opportunity to sample someof course, samples of the beersproducts 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,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 Fiscal Year 2015the fiscal year ended December 30, 2023 are available at www.bostonbeer.com.

investors.bostonbeer.com. On behalf of the Board of Directors and Boston Beer’s management team,Executive Leadership Team, I thank you for your continued confidence and support of Boston Beer and our beers.products.

Cheers!

Jim Koch

Founder, Brewer, and

Chairman of the Board of Directors

	Notice of the 2016 Annual Meeting of Stockholders

Notice of the 2024

Annual Meeting of Stockholders

The Class B StockholdersStockholder will attend for the following purposes:

 

1.	1.	For the election of up to six (6) Class B Directors, each to serve for a term of one (1) year;
2.	2.	To ratify the selection of Deloitte & Touche Tohmatsu Limited (“Deloitte”)LLP as our independent registered public accounting firm for the 52-week fiscal year ending December 28, 2024 (“Fiscal Year 2016;2024”); and
3.	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 28, 201613, 2024 as the Record Date for the meeting. Only stockholdersStockholders of recordRecord on that datethe 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 13, 2016.March 28, 2024.

 

	April 13, 2016	Kathleen H. Wade
		Corporate Secretary

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 25, 20167, 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 on the internet. You may access the Proxy Materials athttp://www.bostonbeer.com. investors.bostonbeer.com.

Table of Contents

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FREQUENTLY ASKED QUESTIONS

This Proxy Statement is provided in connection with the solicitation of proxies by the Board of Directors of Boston Beer for use at the 2016 Annual Meeting of Stockholders and at any adjournments thereof.

The Annual Meeting will be held on Wednesday, May 25, 2016, at 9:00 a.m. ET at the Samuel Adams Brewery located at 30 Germania Street, Boston, Massachusetts. The Brewery will be open at approximately 8:30 a.m. ET. Stockholders who are entitled to vote may attend the meeting, as well as our invited guests. Each stockholder is permitted to bring one guest. Use of the subway is encouraged due to parking limitations.

DIRECTIONS TO THE BREWERY

FROM THE SOUTH OF BOSTON

Take 93N to exit 18 (Mass Ave and Roxbury Exit). Go straight down Melnea Cass Blvd toward Roxbury. Once on Melnea Cass Blvd you will go through seven lights. At the eighth light take a left on Tremont St(Landmark: Northeastern University and Ruggles T Station will be on your right when you turn onto Tremont St. Note: Tremont St eventually becomes Columbus Ave). Follow Tremont St through seven lights. Take a right on Amory St(Landmark: look for a big, powder blue Muffler Mart shop on the right – directly after Centre Street). Follow Amory St through 2 lights. After the 2^ndlight take a left on Porter St(Landmark: Directly after Boylston St). Go to the end of Porter St and the Brewery is on the right.

FROM THE NORTH OF BOSTON

Take 93S to exit 18(Mass Ave and Roxbury exit) and follow the above directions.

FROM THE SUBWAY

Take the Orange Line outbound toward Forest Hills. Exit at the Stony Brook stop. Above ground take a left onto Boylston St. Take your first right onto Amory St. Then take your first left onto Porter St to Brewery gate(the Brewery will be at the end of Porter St on your right).

You can vote if you held shares of Class A or Class B Common Stock as of the close of business on March 28, 2016 (the “Record Date”). Each outstanding share of Boston Beer’s Class A and Class B Common Stock entitles the stockholder to one (1) vote on each matter properly brought before the Class. On the Record Date, we had outstanding and entitled to vote 9,371,466 shares of Class A Common Stock, $.01 par value per share, and 3,367,355 shares of Class B Common Stock, $.01 par value per share.

If your shares are registered in your name on the books and records of Computershare, our registrar and transfer agent, you are a “Stockholder of Record” (also sometimes referred to as a “Registered Stockholder”). If you are a Stockholder of Record, we sent the Notice directly to you.

If your shares are held by your broker or bank on your behalf, your shares are held in “Street Name” and you are considered a “Beneficial Owner.” If this is the case, the Notice has been forwarded to you by your broker, bank, or other holder of record.

If you are a Stockholder of Record, please bring your Admission Ticket, Notice, other evidence of ownership if you voted by mail, or the Notice and photo identification if you voted by phone or internet. If you are a Beneficial Owner, you must present proof of ownership of Boston Beer shares as of March 28, 2016, such as the Notice you received from your broker or a brokerage account statement, and photo identification. In either case, you do not need to contact us in advance to inform us that you will be attending.

THE BOSTON BEER COMPANY, INC.  2016 Proxy Statement

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By Internet or Telephone: You may vote your proxy by the internet or by telephone by following the instructions provided in the Notice. To vote by the internet, go tohttp://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 24, 2016.6, 2024.

By Mail: If you received printed copies of the Notice of Annual Meeting, Proxy Statement, Proxy Card, and the Annual Report to Stockholders (the “Proxy Materials”), you may vote by completing, signing, and dating the Proxy Card and returning it in the prepaid envelope.

In Person 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.

As the Beneficial Owner, you have the right to direct your broker, bank, or other holder of record on how to vote your shares by mail using the voting instruction card included in the mailing. You will receive instructions from your broker, bank, or other holder of record regarding how to provide direction on the voting of your shares. If you are a Beneficial Owner and wish to vote your shares in person at the Annual Meeting, you must bring a Legal Proxy provided by your bank, broker, or other holder of record.

As permitted by the rules of the Securities and Exchange Commission (“SEC”) and as a way to reduce our printing and mailing costs, we make the Proxy Materials available to our stockholders electronically via the internet. Unless you previously asked to receive the printed Proxy Materials, we mailed you a Notice containing instructions on how to access the Proxy Materials online, as well as how you may submit your proxy over the internet or by telephone. If you would like a printed copy of our Proxy Materials, please follow the instructions contained in the Notice.

A “proxy” is the legal designation of another person to vote the shares you own. That other person is called your proxy. If you designate someone as your proxy in a written document, that document is also called a proxy or a proxy card. A “proxy statement” is a document that SEC regulations require us to give you when we ask you to designate individuals to vote on your behalf.

Item 1: Election of Three Class A Director Nominees

Voting Choices

The Board Recommends a VoteFOR Each of the Nominees.

Item 2: Non-binding Advisory Vote to Approve Boston Beer’s Named Executive Officer Compensation

Voting Choices

The Board Recommends a Vote, in an Advisory Manner, FOR Approval of the 2015 Compensation of Boston Beer’s Named Executive Officers and the Compensation Policies and Procedures as Described in this Proxy Statement.

The holders of a majority of the issued and outstanding shares of each class of Common Stock are required to be present in person or to be represented by proxy at the Annual Meeting in order to constitute a “quorum” to vote on the matters coming before their respective Class.

Abstentions and “withheld” votes will be counted as present in determining whether the quorum requirement is satisfied. Votes withheld with respect to the election of Class A Directors will have no effect on the election of the nominees. Abstentions on the advisory vote of Class A Stockholders regarding the compensation of our Named Executive Officers will have the same effect as negative votes.

THE BOSTON BEER COMPANY, INC.  2016		2024 Proxy Statement		5

of Contents

ProxySummary

If you sign and return the proxy card without indicating your instructions, your shares will be voted FOR eachThis summary highlights information contained elsewhere in this Proxy Statement but does not contain all of the agenda itemsinformation that you should consider regarding the proposals for whichthis Annual Meeting. We recommend that you are entitled to vote and have not clearly indicated votes. In addition, if other matters comeread the entire Proxy Statement before the meeting,casting your proxy will have discretion to vote on these matters in accordance with their best judgment.vote.

Online Availability of Proxy Materials

If you receive multiple Notices, it meansYour proxy is being solicited for the 2024 Annual Meeting of Stockholders of The Boston Beer Company, Inc. A Notice of the Online Availability of Proxy Materials has been mailed to all Stockholders of Record advising that you hold your shares in different ways (for example, some shares held by you directly, some beneficiallythey can: (1) view all Proxy Materials online; and (2) request a paper or in a trust, in custodial accounts, or by joint tenancy) or in multiple accounts. Each Notice you receive should be voted separately by internet, telephone, or mail.email copy of the Proxy Materials free of charge. We encourage stockholders to access their Proxy Materials online to reduce the environmental impact and cost of our proxy solicitation.

Eligibility to Vote

Yes. There will be a question and answer period after the formal businessOnly Stockholders of the meeting has concluded. In orderRecord are eligible to provide an opportunity for everyone who wishes to ask a question, stockholders may be limited to two minutes each to present their question. When speaking, stockholders must direct questions to the Chairman and confine their questions to matters that relate directly to the business of the meeting.

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

Note Regarding Forward-Looking Statements

This Proxy Statement contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may appear throughout this Proxy Statement, including but not limited to the Compensation Discussion and Analysis, or the “CD&A.” These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties that may cause actual results to differ materially. We will report the finaldescribe risks and uncertainties that could cause actual results and events to differ materially in a Current Report on Form 8-Kour Forms 10-K and 10-Q filed with the SEC within fourSecurities and Exchange Commission (“SEC”). We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise.

2023 Business Results

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

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

You will need the control number found on the bottom of your Notice to be able to vote your shares. If you are a Stockholder of Record and you have not received your Notice or Proxy Materials by May 2, 2016, or have lost or misplaced your Notice or Proxy Materials, please contact Computershare, at 888-877-2890 orwww.computershare.com, to get your control number. If you are a Beneficial Owner, please contact your bank, broker, or other holder of record.

You may revoke or change your proxy at any time before it is exercised by: (1) delivering to Boston Beer a signed proxy card with a date later than your previously delivered proxy; (2) voting in person at the Annual Meeting after revoking your proxy; (3) granting a subsequent proxy through the internet or telephone; or (4) sending a written revocation to our Corporate Secretary, Kathleen H. Wade. Your most current proxy is the one that will be counted.

All reasonable proxy soliciting expenses incurred in connection with the solicitation of proxies for the Annual Meeting will be borne by the Company. Our officers and employees may solicit proxies by mail, telephone, fax, or personal contact, without being additionally compensated. In addition, Boston Beer has retained Georgeson Inc., a professional proxy solicitation firm, to assist in the solicitation of proxies for a fee of approximately $7,500, plus reimbursement of reasonable out-of-pocket expenses.

Our corporate headquarters are located at One Design Center Place, Suite 850, Boston, Massachusetts 02210. Our main telephone number is (617) 368-5000. Our investor relations website iswww.bostonbeer.com.

THE BOSTON BEER COMPANY, INC.  2016		2024 Proxy Statement	13	7

SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT

The following table sets forth certain information regarding beneficial ownership of our Class A Common Stock and Class B Common StockOur business results for Fiscal Year 2023 were as of March 28, 2016, by:follows:

Voting Matters and Board Recommendations

Board Nominees

The address of all our Directors and Executive Officers is c/o The Boston Beer Company, Inc., One Design Center Place, Suite 850, Boston, Massachusetts 02210. The information provided in the table is based on our records, information filed with the SEC, and information provided to us, except as otherwise noted.

CLASS A DIRECTOR NOMINEES

Beneficial ownership is determined under the rulesAbbreviations: Audit=Audit Committee; Comp=Compensation Committee; NomGov=Nominating/Governance Committee

* Interim Lead Director as of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under those rules, beneficial ownership includes any shares as to which an individual has sole or shared voting power or investment power and also any shares that the individual has the right or option to acquire under certain circumstances. Unless otherwise indicated, each person named below held sole voting and investment power over the shares listed. All shares are Class A Common Stock, except for shares of Class B Common Stock, all of which are held directly or indirectly by Mr. Koch. Ownership percentages shown below are percentages of all outstanding shares of Class A Common Stock, except in the case of the percentage ownership of Mr. Koch, which shows the percentage of all outstanding shares of Class A and Class B Common Stock.April 1, 2024   ** Lead Director through March 31, 2024

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Section 16(a) Beneficial Ownership Reporting ComplianceIn March 2023, then-Class B Director Michael Lynton informed the Company of his intention not to stand for reelection at the 2023 Annual Meeting. Accordingly, that role was vacant as of the May 2023 Annual Meeting of Stockholders, at which time the Board continued to fix the number of Directors at nine while searching for Mr. Lynton’s successor. On June 26, 2023, the Board, acting in accordance with its authority under the Company’s By-Laws, filled the vacancy by announcing the appointment of Ms. Swanson as a Class B Director effective as of July 1, 2023.

Section 16(a)In February 2024, at the time of Mr. Burwick’s announcement that he intended to step down, the Board determined to: (1) nominate Ms. Swanson as a Class A Director and Mr. Spillane as a Class B Director at the 2024 Annual Meeting; (2) leave a Class B vacancy that will be filled upon the identification of an appropriate candidate; and (3) continue to fix the number of Directors at nine. At that time, it was also determined that Ms. Joyce would be appointed Interim Lead Director and Mr. Valette would be appointed as a member of the Securities Exchange ActCompensation Committee, each appointment to be effective as of 1934 requiresApril 1, 2024. Mr. Spillane will not be independent as of April 1 and will step down from his committees.

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

Named Executive Officers

For Fiscal Year 2023, Boston Beer’s “Named Executive Officers,” or “NEOs,” were President and Chief Executive Officer David A. Burwick, Treasurer and Chief Financial Officer Diego Reynoso, Chief Accounting Officer and Vice President of Finance Matthew D. Murphy, and our next three most-highly compensated Executive Officers, namely Chief Supply Chain Officer Philip A. Hodges, Chief Sales Officer John C. Geist, and persons who own more than 10%Chief Marketing Officer Lesya Lysyj. Additionally, pursuant to 17 CFR § 229.402, former Treasurer and Chief Financial Officer Frank H. Smalla qualifies as an NEO for Fiscal Year 2023. Mr. Smalla stepped down from his position as Treasurer and Chief Financial Officer effective as of our outstanding Class A Common Stock to file reports regarding their beneficial ownership of our stockMarch 6, 2023, remaining with the SEC. Based solely uponCompany in an advisory role through April 14, 2023.

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

Executive Compensation

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

Boston Beer is dedicated to having effective corporate governance standards in place around our executive compensation program. Some highlights of those filings furnished to us and written representations in the case of our Directors and Executive Officers, we believe all reports required to be filed under Section 16(a) with the SEC were timely filed in 2015, with three exceptions: Mr. Koch, Mr. Pagano, and Ms. Ai-Li Lim, our Vice President, Human Resources, each filed one Form 4 late, with each Form 4 reporting one transaction, due to administrative oversight.standards include:

	THE BOSTON BEER COMPANY, INC.  2016		2024 Proxy Statement	15	9

2023 Compensation of President & CEO David A. Burwick

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

President & CEO David A. Burwick
2023 Total Compensation Mix

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

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

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Other Named Executive Officer 2023 Compensation Mix

NOMINEES FOR BOARD OF DIRECTORS

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

OTHER NEO TARGET COMPENSATION MIX IN 2023

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

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

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Nominees for Board of Directors

The nominees for election to our Board of Directors haveat the Annual Meeting are identified below. They are being nominated as Class A or Class B Directors, as noted, to serve for a one-year term ending at the close of the 2024 Annual Meeting. Each has been proposednominated in accordance with our Articles of Organization, By-Laws, and Corporate Governance Guidelines. Below are the nominees for election as Class A and Class B Directors, respectively, for a one-year term ending at the close of the 2017 Annual Meeting. As outlineddiscussed in more detail below, each nominee has extensive business and senior management experience, and together they collectively represent a diverse group of individuals with particulardiverse skills and experience in the areas that we consider to be the most critical to our business, and prospects, including knowledge of and experience in the alcohol beverage industry, marketing and brand development, operations and supply chain management, finance, sales, corporate governance, human capital, entrepreneurship, and general enterprise management.

Nominees for Class A Director

We recommend that holders of Class A Common Stock vote “FOR” each nominee listed.

David A. Burwick

Independent Class A Director Nominee

Age: 54

Director Since: 2005

Committees: Nominating/Governance Committee (Chair), Compensation Committee

Other Public Company Directorships: None

In December 2012,When Mr. Burwick was appointed Presidentsteps down from the Board and Chief Executive OfficerMr. Spillane succeeds him as CEO, the composition of Peet’s Coffee & Tea, Inc., a specialty coffee and tea company based in California. Prior to this role, starting in April 2010, Mr. Burwick served as President, North Americathe Board will not meet the independence requirements of Weight Watchers International, Inc., a publicly-held company based inthe New York CityStock Exchange (“NYSE”). At that time, only four of our incumbent members of the Board - Ms. Joyce, Mr. Nemeth, Ms. Swanson and a leading provider of weight management services. Mr. Burwick previously had been Senior Vice President and Chief Marketing Officer of PepsiCo North American Beverages, headquartered in Purchase, New York, until September 2009. Before assuming that position in April 2008, he had been Executive Vice President, Commercial, of PepsiCo International and President of Pepsi-QTG Canada, headquartered in Toronto, a position he held from November 2005 to March 2008. Mr. Burwick held several positionsValette - will have no material relationship with Pepsi-Cola North America, including serving as Senior Vice President and Chief Marketing Officer from June 2002 until immediately prior to his move to Pepsi-QTG Canada.

Specific qualifications and experience of particular relevance to Boston Beer,

Mr. Burwick either directly or indirectly as a partner, stockholder, or officer of an organization that has extensive experiencea material relationship with the Company. This non-compliance will continue through the election of the eight Directors standing for reelection, who are named in marketing consumer products. His significant experience inthis Proxy Statement. As mentioned above, the beverage industryBoard has also been integral in helping shape our overall brand development strategies. Mr. Burwick’s broad senior management experiencedetermined to continue to set the number of Directors on the Board at nine, leaving a Class B vacancy to be filled upon the identification of an appropriate candidate. It is also an asset to our Compensation Committee, on which he has served since May 2005, including as Chair from May 2006 to May 2013, and our Nominating/Governance Committee, on which he has served since May 2005.

Michael Spillane

Independent Class A Director Nominee

Age: 56

Committees: –

Other Public Company Directorships: None

Mr. Spillane currently serves as Vice President and General Manager of Global Footwear at Nike, Inc., a publicly-traded manufacturer and marketer of athletic footwear, apparel, and equipment, a position he has held since June 2015. Prior toanticipated that Mr. Spillane held a variety of roles with Nike dating back to May 2007, including General Manager and Vice President, Greater China from May 2013 to May 2015. From June 2011 to May 2013, he held the position of Chief Executive Officer at Umbro International, a Nike subsidiary based in England. From September 2009 to June 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.

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. His wide-ranging experience in consumer goods marketing, particularly in the areas of digital marketing and strategy,candidate so identified will be a major asset should he be electedindependent and that the Board will meet the NYSE’s independence requirements once the candidate is appointed to fill the Board.vacancy.

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Jean-Michel Valette

Independent

Nominees for Class A Director Nominee

Age: 55

Director Since: 2003; Lead Director since 2013

Committees: Nominating/Governance Committee, Audit Committee

Other Public Company Directorships: Select Comfort Corporation

Mr. Valette currently serves as an independent advisor to select branded consumer companies. Until November 2012 he was Chairman ofWe recommend that the Board and a member of the Audit and Nominating/Governance Committees of Peet’s Coffee & Tea Inc., a California-based specialty coffee company; since then he is a Director and Chairman of its Audit and Valuation Committees. He is also Chairman of the Board and a member of the Audit Committee of Select Comfort Corporation (NASDAQ: SCSS), a Minneapolis-based bedding company. Until October 2006, he was also Chairman of Robert Mondavi Winery, a California wine company. Prior to assuming that position, he had served as President and Managing Director of Robert Mondavi Winery from October 2004 to January 2005. From May 2003 through May 2006, Mr. Valette served as a Class B Director of Boston Beer.

Specific qualifications and experience of particular relevance to Boston Beer

Mr. Valette has more than twenty-five years of experience in management, public company corporate governance, strategic planning, and finance, with extensive experience in the alcohol beverage industry. He also serves as a director of several private companies. Mr. Valette served as the Chair of our Nominating/Governance Committee from May 2004 until May 2013 and has served as a member of our Audit Committee since May 2003. He was named Boston Beer’s Lead Director in May 2013.

Nominees for Class B Director

David P. Fialkow

Independent Class B Director Nominee

Age: 57

Committees: –

Other Public Company Directorships: None

Mr. Fialkow is Managing Director of General Catalyst Partners, a venture capital firm with offices in Boston, New York, and California that he co-founded in 2000. In his capacity as Managing Director at General Catalyst Partners, he serves on the Board of Directors on a number of privately-held companies. Prior to that, he co-founded and sold four companies: National Leisure Group, Alliance Development Group, Retail Growth ATM Systems, and Starboard Cruise Services. His focus areas include travel, financial services, and e-commerce. Mr. Fialkow also sits on the boards of various not-for-profit entities, including the Pan-Mass Challenge, Facing History and Ourselves, and Debate Mate. He has raised millions of dollars for children’s programs by biking, running, climbing, and rowing.

Specific qualifications and experience of particular relevance to Boston Beer

Mr. Fialkow would bring extensive entrepreneurial, operational, senior management, and board-level experience, including in the areas of venture capital, technology, consumer marketing, specialty retail, and corporate governance, should he be elected to the Board.

Cynthia A. Fisher

Class B Director Nominee

Age: 55

Director Since: 2012

Committees: None

Other Public Company Directorships: Easterly Government Properties, Inc.

In 2011, Ms. Fisher founded WaterRev, LLC, an investment firm located in Newton, Massachusetts, focused on companies with novel technologies that enable sustainable practices of water use. She is an independent investor and consults to corporate boards and executive management teams. She also serves on the Board of Directors of Easterly Government Properties, Inc. (NYSE: DEA), a publicly-held real estate investment trust. In 1992, Ms. Fisher founded ViaCord, Inc., a cord blood stem cell banking company, and served as CEO of Viacord, Inc. from 1993 to 2000. In 2000, she co-founded ViaCell, Inc., a cellular medicines company and successor to ViaCord, which went public in 2005. Ms. Fisher served as ViaCell’s President from 2000 to 2001 and as a member of its Board of Directors until 2002. Ms. Fisher is the spouse of C. James Koch, Boston Beer’s Founder and Chairman of the Board of Directors.

Specific qualifications and experience of particular relevance to Boston Beer

Ms. Fisher serves on the Board of Directors of two public companies and on the Board of Directors of several nonprofit businesses, including Water.org and Ursinus College, the Harvard Medical School Discovery Advisory Council, the Board of Advisors for the Micheli Center for Sports Injury Prevention, and FitMoney, Inc. She brings significant entrepreneurial experience, as well as insight in business strategy, operations, and consumer marketing to the Board’s overall business perspective.A Stockholders vote “FOR ALL” nominees.

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C. James Koch

Class B Director Nominee

Age: 66

Director Since: 1995

Committees: None

Other Public Company Directorships: None

Mr. 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. He also served as the Company’s Secretary/Clerk until May 2010. Prior to starting Boston Beer, he had worked as a consultant for an international consulting firm, with a focus on manufacturing.

Specific qualifications and experience of particular relevance to Boston Beer

His thirty-two 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, is a testament to his skill in brewing, strategy, brand development, and industry leadership.

Jay Margolis

Independent Class B Director Nominee

Age: 67

Director Since: 2006

Committees: Audit Committee, Compensation Committee, Nominating/ Governance Committee

Other Public Company Directorships: None

Mr. Margolis is Chairman of Intuit Consulting LLC, a consulting firm specializing in retail, fashion, and consumer products located in Watermill, New York. From February 2013 to March 2015, Mr. Margolis was Chairman and CEO of Caché, Inc., a publicly-held specialty chain of women’s apparel stores headquartered in New York. From August 2008 to April 2014, he served on the Board of Directors of Godiva Chocolatier Inc., a privately-held, high-end specialty chocolate manufacturer and retailer, with its North American headquarters located in New York, New York. From October 2005 through July 2007, Mr. Margolis served as the President and CEO of the Apparel Group of Limited Brands located in Ohio. Before assuming that position, he had been President and Chief Operating Officer of Massachusetts-based Reebok, Inc. since 2001, where he also served as a Director.

Specific qualifications and experience of particular relevance to Boston Beer

Mr. Margolis has significant knowledge in consumer products retailing, merchandising, consumer insights, strategic planning, and public company corporate governance. His extensive senior management experience has been an asset to the Board since he became a Director in 2006. Mr. Margolis has served on our Compensation and Nominating/Governance Committees since May 2006 and re-joined the Audit Committee in May 2013, after having previously served on the Audit Committee from May 2006 to December 2007.

Martin F. Roper

Class B Director Nominee

Age: 53

Director Since: 1999

Committees: None

Other Public Company Directorships: Lumber Liquidators, Inc.

Mr. Roper is Boston Beer’s President and Chief Executive Officer, a position he has held since January 2001. Mr. Roper joined Boston Beer as Vice President of Manufacturing and Business Development in September 1994, became the Chief Operating Officer in April 1997, and became President and Chief Operating Officer in December 1999. In April 2006, Mr. Roper joined the Board of Directors of Lumber Liquidators, Inc. (NYSE: LL), a Virginia-based hardwood flooring retailer, where he serves as Chair of its Compensation Committee and a member of its Audit Committee. Prior to joining Boston Beer, he worked as a strategy consultant and led small manufacturing companies in turn-around situations.

Specific qualifications and experience of particular relevance to Boston Beer

Mr. Roper’s experience, both prior to and since joining Boston Beer, provides strength in operations, strategy, finance, public company corporate governance, and general management.

Gregg A. Tanner

Independent Class B Director Nominee

Age: 59

Director Since: 2007

Committees: Audit Committee (Chair)

Other Public Company Directorships: Dean Foods Company

Mr. Tanner is currently Chief Executive Officer of Dean Foods Company (NYSE: DF), a leading food and beverage company and the largest processor and direct-to-store distributor of fluid milk and other dairy and dairy case products in the United States, located in Dallas, Texas, a position he has held since November 2012. Prior to serving as CEO, Mr. Tanner served as the Chief Supply Chain Officer and President of its Fresh Dairy Direct division since November 2007. From July 2006 through October 2007, Mr. Tanner was Senior Vice President of Global Operations for The Hershey Company of Hershey, Pennsylvania. He was with ConAgra Foods of Omaha, Nebraska from September 2001 through July 2005, holding the position of Senior Vice President, Retail Supply Chain from June 2002 through July 2005. Prior to that, Mr. Tanner held positions of increasing responsibility at the Quaker Oats Company and Ralston Purina Company.

Specific qualifications and experience of particular relevance to Boston Beer

Mr. Tanner has more than thirty-five years of operations, supply chain management, and general management experience in the food and beverage industry, with significant experience in risk management. He also qualifies as a financial expert in that he has overseen profits, losses, and balance sheets in senior executive roles for S&P 500 companies. Mr. Tanner has been a member of our Audit Committee since he joined the Board in December 2007.

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Nominees for Class B Director

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CORPORATE GOVERNANCECorporate Governance – Our Board of Directors

Board Governance

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

Director Independence

The Board currently consistsAs noted earlier, while, as of seventhe mailing of this Proxy Statement, five of our current nine Directors comprised of two Directors who were elected by the Class A Stockholders and five Directors who were elected by the Class B Stockholder.are independent. Once Mr. Cummin, who was a Class A Director, retiredBurwick steps down from the Board on February 10, 2016. In February 2016,March 31 and is succeeded as CEO by Mr. Spillane on April 1, only four of our eight Directors will be independent. If all of the Director nominees standing for reelection are reelected, the Board will remain one independent Director short of Directors fixedmeeting the number of Directors at nine Directors to be elected atmajority independence requirement until the 2016 Annual Meeting. In addition toongoing Director search is completed and the nomination of all current members of the Board for re-election, the Nominating/Governance Committee nominated Mr. Spillane for election as a Class A Director to succeed Mr. Cummin and Mr. Fialkow for election as a Class B Director.Director vacancy is filled.

Six of the nine nominees for election as Director, namely Mr. Burwick, Mr. Fialkow, Mr. Margolis, Mr. Spillane, Mr. Tanner, and Mr. Valette have no material relationship with Boston Beer (either directly or as a partner, stockholder, or officer of an organization that has a relationship with the Company) and are independent, as determined in accordance with the director independence standards of the New York Stock Exchange (“NYSE”) and the SEC. Only independent Directors may serve as members of theour Audit, Compensation, and Nominating/Governance Committees.Committees or as Lead Director.

Board Leadership Structure

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

OnIn May 29, 2013, upon the recommendation of the Nominating/Governance Committee, the non-managementnon-employee members of the Board of Directors voted to establish the position of Lead Director and adopted a charter for the position. The non-management members of the Board of Directors then appointed Mr. Valette as the Lead Director. The role of the Lead Director is to serve in a leadleadership capacity to coordinate the activities of the other non-managementNon-Employee Directors, including but not limited to: (i) presiding at meetings of the Board in the absence of, or upon the request of, the Chairman; (ii) presiding over all executive session meetingssessions of non-management Directors and reporting to the Board concerning suchat Board meetings; (iii) reviewing Board agendas in collaboration with the Chairman and CEO and recommending matters for the Board to consider; (iv) serving as a liaison between Directors and the Chairman and CEO without inhibiting direct communications among the Chairman, CEO, and other Directors; (v) serving as the principal liaison for consultation and communication between Directors and stockholders; and (vi)(v) advising the ChairmanBoard concerning the retention of advisors and consultants who report directly to the Board. As noted earlier, Ms. Joyce has been appointed interim Lead Director to serve once Mr. Spillane’s tenure as President and CEO begins.

Executive Sessions of the Board

The non-management Directors generally meet in executive sessions without management as part of each regularly-scheduledregularly scheduled Board meeting. A portion of each executive session includes the CEO, the Chairman, Mr. Calagione, and the one non-management Director who isCompany’s Chief Legal Officer & General Counsel, but not independent, and another portion includesother members of management. Other portions of each executive session may include all Directors other than the CEO or only the independent Directors. The Lead Director leads these sessions and at the conclusion of each executive session reports back to the Chairman and the CEO on theregarding these executive session discussions. Since 2021, the Chair of the Nominating/Governance Committee has joined the Lead Director in reporting back to the Chairman and the CEO. The independent Directors met formally in executive sessions four times during Fiscal Year 2015.2023.

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Board Risk Oversight

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

Review of Related Party Transactions

Under our Code of Business Conduct and Ethics, our Directors, Officers, and other employees are required to report any proposed related-party transactions to our Compliance Officer, who will bring them to the attention of the Audit Committee. Since the beginning of the last fiscal year, we have not entered into any transaction with any of our Officers, Directors, their immediate family members, or any stockholder owning 5% or more of our outstanding stock, nor do we currently have any proposed transactions, in which Boston Beer is or was a participant and in which any such related person had or will have a direct or indirect material interest.

Board Meetings and Attendance

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

During Fiscal Year 2015,2023, there were fourfive regular meetings and two special telephonic meetings of the Board of Directors. Each Director attended at least 75% of the aggregate of the meetings of the Board of Directors and the meetings of the committees on which he or shethey served.

All Directors attended the 20152023 Annual Meeting of Stockholders, which was held at our brewery in Boston, Massachusetts. Mr. Cummin attended the meeting by telephone and all other Directors attended in person. At this meeting, the Directors had the opportunity to meet directly with several of our individual stockholders, many of whom have held stock since our initial public offering in 1995.Stockholders.

Communications with the Board

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

Board Committees

Committee Structure

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

Director		Audit		Compensation		Nom/Gov
David A. BurwickMeghan V. Joyce						X		Chair
Jay Margolis		X		X		X
Gregg A. Tanner		ChairJulio N. Nemeth
Jean-Michel ValetteChair		X
Michael Spillane				X
Cynthia L. Swanson
Jean-Michel Valette		Chair

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

Each of the committees operates under a written charter adopted by the Board, and reviews these chartersits charter annually, and makes recommendations for revisions to the Board. On February 12, 2014,Board as appropriate. Additionally, each year the Nominating/Governance Committee formally reviews its performance as well as the adequacy of our Corporate Governance Guidelines, recommending any necessary changes to the full Board voted to amendfor approval. The Nominating/ Governance Committee also oversees the annual self-evaluation process for the full Board and each of the standing committees. Copies of the Corporate Governance Guidelines and the Charters for the Audit, Compensation, and Nominating/Governance Committees. Effective as of October 8, 2014, and February 10, 2016, the Board again amended the Compensation Committee Charter. Copies of the respective charters, as amended and currently in effect, are available on Boston Beer’s investorthe Governance Documents tab of the Investor Relations section of our website,www.bostonbeer.com. investors.bostonbeer.com. The function of each committee and attendance during 2015 areis described below.below.

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Audit Committee

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

The Audit Committee is also responsible foroversees the oversight ofCompany’s approach to operational, governance, and other risks that could adversely affect Boston Beer’s business.business such as business continuity and cybersecurity. To fulfill these oversight responsibilities, at each of its regular meetings, the Audit Committee reviews and discusses potential material risks to the Company with Boston Beer’s Senior Director Assurance, who is also responsible for the internal audit function,of Risk Management & Internal Audit and with representatives of the Company’s independent registered public accounting firm, potential material risks tofirm. During those meetings, the Company, andAudit Committee also asks for and receives regular updates on steps taken by management to address those risks. Areas of focus in 20152023 included safety, product quality, regulatoryconsumer and legal compliance, scalability for growthcoworker engagement, labor, litigation, initiative prioritization, cybersecurity, and complexity, and brand image.business continuity. The Audit Committee reportsendeavors to report any risks that it believes could have a material adverse impact on the Company to the full BoardBoard.

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

The Board has determined that each memberall three current members of the Audit Committee is an- Ms. Joyce, Ms. Swanson, and Mr. Valette - are “audit committee financial expert”experts” as defined under SEC rules. The Audit Committee methad four timesregular meetings in 2015, all telephonically, with all members being in attendance and participating at all of those meetings.2023. The Chairman, CEO, the CFO, and the Chief Accounting Officer, alsoand Chief Legal Officer & General Counsel attended each of the meetings but recused themselves when the Audit Committee met in executive sessions with the Senior Director Assuranceof Risk Management & Internal Audit or with representatives of the Company’s independent registered public accounting firm.

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

Compensation Committee

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

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

The Compensation Committee also considers areas of risk that may arise from Boston Beer’s compensation practices, not only relating to executives,Executive Officer compensation, but with respect to the Company as a whole.Company’s overall compensation practices. In carrying out its responsibilities, the Compensation Committee reports to the full Board of Directors on a regular basis; reviews its own performance; reviews and reassessesbasis. In cooperation with the adequacy of its charter and recommends toCorporate Secretary, the Board of Directors for its approval any proposed changes to the Committee Charter. TheCompensation Committee also issues an annual report including a discussion and analysis of executive compensation,approves the CD&A for inclusion in the Proxy Statement.Company’s proxy statement.

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

In February 2013,recent years, the Compensation Committee consideredhas retained FW Cook, a nationally recognized executive compensation consulting firm, to provide competitive compensation information and recommended to the Board the adoption of equity ownership guidelinesanalysis for Directors andour Executive Officers of the Company, which guidelines are more specifically discussed in the CD&A sectionas compared to other similarly sized companies. As part of this Proxy Statement. It also reviewed and supported the recommendation of the Nominating/Governance Committeeretention, FW Cook shares benchmarking data regarding the adoption of a formal policy that bans hedging or pledging of Boston Beer stock by all Directors, Executive Officers, and other employees who are privy to material non-public information. Both policies were unanimously adopted by the Board in February 2013 and later incorporated into the Corporate Governance Guidelines and the Compensation Committee Charter. executive officer compensation.

The Compensation Committee has subsequently reviewedis also responsible for providing guidance to the progress made on the equity ownership guidelines on two separate occasions, which progress is discussed in more detail under the heading “Additional Compensation Policies and Practices” in this Proxy Statement.

On December 9, 2015, based on the Compensation Committee’s recommendation, thefull Board of Directors amended our Employee Equity Incentive Plan, or the “EEIP”, to increase the number of Class A Shares issuable under the plan by 700,000 shares, which increase was ratified by the Class B Stockholders. A copy of the currently effective EEIP was includedand management on topics such as an exhibit to our Annual Report on Form 10-K filed with the SEC on February 18, 2016.

The Compensation Committee amended its Charter on February 10, 2016, to add an obligation to review any performance-based compensatory arrangements for any executives or employees that could potentially result in payouts by the Company in excess of $1 million.

The Compensation Committee met four times in 2015. All members of the Compensation Committee attendedpeople and participated in all of the meetings, except that Mr. Cummin was absent from one meeting for medical reasons. The CEO also attended each of the meetings, except for one meeting in which the primary topic was the CEO’s compensation.

The Compensation Discussionculture, development and Analysistraining, succession planning, coworker engagement, and the Report of the Compensation Committee are included in this Proxy Statement.diversity, equity, and inclusion.

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Nominating/Governance Committee

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

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

The Committee is also responsible for providing guidance to management on the Company’s social responsibility and environmental sustainability efforts, and helping to ensure the adequacy of our corporate governance practices and policies.

Each year, the Nominating/Governance Committee formally reviews its charter and its performance as well as the adequacy of Boston Beer’s Corporate Governance Guidelines, recommending any necessary changes tothat the full Board is made aware of and is properly addressing the environmental, social, and governance (“ESG”) issues that should influence the Company’s implementation of its ESG strategy.

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

Consideration of Nominees for approval.

Director

The Nominating/Governance Committee met four times in 2015, with all members attending and participating in each of the meetings.

In February 2015, the Nominating/Governance Committee reviewed and approved a revised Insider Trading Policy for the Company, applicable to all Directors, Officers, and employees. The revised policy clarifies the permissibility of trading during certain open trading windows for Company insiders and the use of approved Rule 10b5-1 Plans for permissible trading outside those windows.

Consideration of Nominees for Director

Identifying and Evaluating Nominees for the Board of Directors

The Nominating/Governance Committee employs a variety of methods for identifying and evaluating nominees for Director. The Committee identifies those attributes, qualifications, skills, and experience that Committee members believe should be reflected on the Board as a whole. Then, the Committeeregularly reviews the characteristics of the then-current Board and seeks to identify any particular perceived weakness or imbalance. In doing so, the Nominating/Governance 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 the full Boardall 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 meetsconfers with Mr. Koch who holdsas the holder of all voting rights to all of the Company’s Class B Common Stock, which entitle him to elect a majority of the members of the Board under Boston Beer’s Articles of Organization.

While the Board does not have a formal policy on diversity, the Nominating/Governance Committee’s assessment of Board development takes experience, judgment and diversity in all aspects of the Company’s business and potential nominees’ respective backgrounds into account, all in the context of the perceived needs of the Board at the relevant time. In 2015, the Committee concluded that the Board might benefit from the addition of one or more members with relevant business experience, with a specific focus to add a Director with in-depth knowledge and experience in the areas of consumer goods and digital marketing and strategy. As a result, the Committee engaged an executive search firm to identify potential candidates for director who could fulfill those needs. In late 2015 and early 2016, numerous candidates were interviewed and discussed, resulting in the proposed addition of two new members of the Board, Mr. Spillane and Mr. Fialkow. Their qualifications and areas of expertise are described under the heading “Nominees for Board of Directors” above.

The Nominating/Governance Committee has discussed the issue of term limits and concluded that establishing formal Director term limits is not in the best interests of the Company. The Committee has weighed the potential advantage of bringing “new blood” to the Board versus the 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 Committee believes that the Board’s annual self-evaluation serves as an appropriate alternative to term limits.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. In making their evaluation,

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

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

Since April 2018, the Nominating/Governance Committee has identified and recommended nominees to fill five Director vacancies. During that time, the Company and the Committee have urged our professional search firm to focus on bringing forth a diverse set of candidates to fill those vacancies. As of the mailing of this Proxy Statement, three of the nine members of the Nominating/Governance Committee include a reviewBoard of a candidate’s directorships in other public companies,Directors are female, and one of nine members self-identify as well as involvement in any regulatory or legal proceedings, or any sanctions or orders imposed by any self-regulatory organization.part of an underrepresented minority group.

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Stockholder Nominees

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

Chair, Nominating/Governance Committee

c/o Corporate Secretary
The Boston Beer Company, Inc.

One Design Center Place, Suite 850

Boston, Massachusetts 02210

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

Response to 2015 Annual Meeting and

Stockholder Feedback

Engagement

In 2015, allWe believe it is crucial to engage actively with and receive feedback from our non-affiliated stockholders, particularly as it relates to matters of Boston Beer’s Directors were elected by a majoritycorporate governance, executive compensation, social responsibility, and other topics of votes cast. In fact, as reported in our Current Report on Form 8-K dated May 27, 2015, Mr. Burwick received a favorable vote of 98.7% of the votes cast, Mr. Cummin received a favorable vote of 98.1% of the votes cast, and Mr. Valette received a favorable vote of 98.0% of the votes cast.

importance to them. In recent years, we have made continuous effortsreached out to improve our communicationtop stockholders to attempt to receive this type of feedback.

Since May 2018, we have reached out to our top institutional stockholders in April and October each year. Following that outreach, we hold in-person, telephonic, or video meetings with representatives from these stockholders. We also strengthened our corporate governance throughOn the adoption of additional policies and procedures, including the adoption of a policy banning hedging or pledging of Boston Beer stock,side, we generally make available for such meetings a Director, an Executive Officer, our Corporate Secretary, and a relevant subject matter expert on the establishmenttopic of equity ownership guidelines forESG. Topics of discussion range broadly, but often largely focus on executive compensation and ESG issues. Material non-public information such as undisclosed company performance is not discussed. Summaries of these discussions are shared with our Executive Officers and Directors,Nominating/Governance Committee and the adoptionfull Board of a revised Insider Trading Policy. We intend to continue these efforts to maintain a strong corporate governance structure and engage in open communications with our stockholders.Directors.

CommunicationsIn May 2023, the Company continued its stockholder outreach, reaching out to our top fifteen institutional stockholders, who then held approximately 61.7% of the Company’s outstanding Class A Shares. In October 2023, we again reached out to our top fifteen institutional stockholders, who then held approximately 55.8% of the Company’s outstanding Class A Shares. Over the course of 2023, we held virtual meetings with the Board

Stockholders and other interested parties may communicate with the Boardreceived written feedback from several of Directors or any individual Director by submitting an emailthese institutions, covering topics such as executive compensation, governance, diversity, human capital, and ESG. The results were reported to the Company’s Board at bod@bostonbeer.com. All Directors have access to this email address. Communications that are intended specifically forNominating/ Governance Committee and the independent Directors should be sent to the email address above to the attention of the Lead Director.full Board. Feedback topics and discussion points included:

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

Board Review of Related Party Transactions

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

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

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

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

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

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

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

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Director Compensation

DIRECTOR COMPENSATIONCompensation Summary

As reported in a Form 8-K filed by the Company on February 10, 2023, at its February 9, 2023 meeting and acting on the recommendation of the Compensation Summary

Committee, the Board adopted a new compensation schedule for Non-Employee Directors, effective as of the Company’s 2023 Annual Meeting of Stockholders. A summary of the elements of compensation for non-managementNon-Employee Directors is set forth below:below:

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

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

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

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Director Compensation for Fiscal Year 2015

2023

The following table sets forth certain information concerning the compensation of all Directors who are not Named Executive Officers for Fiscal Year 2015. Information regarding the2023 compensation of our Non-Employee Directors who also served as Named Executive Officers may be found under the CD&A and Executive Compensation sections of this Proxy Statement..

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

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EXECUTIVE OFFICERSExecutive

Officers

Information about our Executive Officers as of the mailing of this Proxy Statement is set forth below. Our Executive Officers are elected annually by the Board of Directors, or upon joining Boston Beer at othersother times during the year and hold office until their successors are elected and qualified or until their earlier resignation or removal. While servingAs noted above, Mr. Geist retired from the position of Chief Sales Officer effective December 31, 2023, and remains with the Company in a senior advisory role. Mr. Spillane will succeed Mr. Burwick as Named Executive Officers in 2015, former TreasurerPresident and Chief FinancialExecutive Officer William F. Urich retiredas of April 1, 2024; his biographical information is included in February 2016 and former Vice President, Brand Development Robert P. Pagano retired in March 2016.this Proxy Statement above under the heading “Nominees for Class B Director.”

C. James Koch, 66, currently serves as our Chairman. Mr. Koch 74, founded Boston Beer in 1984 and wascurrently serves as our Chairman. Until January 2001, Mr. Koch also served as the Company’s Chief Executive Officer from that time until January 2001.Officer. Prior to starting Boston Beer, he had worked as a consultant for an international consulting firm with a focus on manufacturing. He was appointed to the Board of Directors of Beyond Meat, Inc. in May 2023. He sits on Beyond Meat’s Risk Committee.

Martin F. Roper, 53,David A. Burwick, 62, has served on Boston Beer’s Board of Directors since May 2005 and was appointed Boston Beer’sPresident and Chief Executive Officer in April 2018. As previously announced, Mr. Burwick will step down as President and Chief Executive Officer and from the Board on March 31, 2024. Prior to his appointment as Boston Beer’s President and Chief Executive Officer, he served as President and Chief Executive Officer of Peet’s Coffee & Tea, Inc., a specialty coffee and tea company based in Emeryville, California, since December 2012. From April 2010 to December 2012, Mr. Burwick served as President, North America of WW International, Inc., formerly Weight Watchers International, Inc., a leading provider of weight management services based in New York City. Prior to that, Mr. Burwick held numerous positions with PepsiCo, Inc., headquartered in Purchase, New York, including Chief Marketing Officer, PepsiCo Americas Beverages from August 2008 to August 2009; Executive Vice President, Marketing, Sales and R&D, PepsiCo International from April 2008 to July 2008; President, Pepsi-QTG Canada from January 2001,2006 to March 2008; Chief Marketing Officer, Pepsi-Cola North America from June 2002 to December 2005; and various marketing roles from 1989 to 2002. In September 2021, Mr. Burwick joined the Board of Directors of Deckers Outdoor Corporation, a publicly-held footwear designer and distributor based in Goleta, California. He currently serves on Decker’s Talent & Compensation Committee.

Samuel A. Calagione, III, 54, is Founder and Brewer of Dogfish Head Brewery with overall responsibility for managing the Dogfish Head brand and providing insight into all of the Company’s brands. He founded Dogfish Head with his wife Mariah Calagione in June 1995 and served as CEO until the merger with Boston Beer in July 2019. He joined the Company’s Board of Directors in October 2020. His innovative style has earned him a James Beard Award for Outstanding Wine, Spirits, or Beer Professional and a reputation as one of the country’s most adventurous brewers; he has been Presidentfeatured in The Wall Street Journal, USA Today, People, Forbes, Bon Appetit, and many other magazines and newspapers. He is also the author of the Company since December 1999, after having served as ourfive books, including Brewing Up a Business (2011), Off-Centered Leadership (2016), and The Dogfish Head Book: 25 Off-Centered Years (2021).

Michael R. Crowley, 55, was appointed Chief OperatingSales Officer since April 1997. He joinedof Boston Beer in January 2024. He has worked in senior sales roles with Boston Beer since 1996. Most recently, Mr. Crowley served in the role of Atlantic Division Senior Sales Director from 2014 to 2023. Prior to that, he worked as Senior National Account Manager from 2011 to 2014 and as Regional Sales Manager (New York and New Jersey) from 1996 to 2011.

Annette N. Fritsch, 46, was appointed Vice President of ManufacturingProduct Design, Research and Business Development of Boston Beer in September 1994.July 2022. She joined the Company in 2010 and has held various positions during that time, including Sensory Manager from 2010 to 2011, Senior Manager of Sensory and Innovation from 2011 to 2014; Director of New Product Development and Innovation from 2014 to 2019; and Senior Director of Product Development from 2019 to 2022. Prior to her time at Boston Beer, she worked in sensory and product development roles with Fosters Wine Estates from 2008 to 2009, Oregon State University from 2004 to 2008, and Givaudan Flavors from 2001 to 2004.

John C. Geist, 56,Tara L. Heath, 49, was appointed Chief Legal Officer & General Counsel of Boston Beer’s Chief Sales OfficerBeer in January 2016, after serving as our Vice President of Sales from 2007 to 2015 and National Sales Manager from 1998 to 2007. Mr. GeistMay 2022. She joined the Company in 1997 and has held various positions during that time, including Vice President, Legal & Deputy General Counsel from a large alcohol beverage distributor where he had been a sales manager.2016 to 2022; Senior Corporate Counsel, Director of Regulatory Affairs from 2013 to 2016; and Senior Manager & Attorney for Regulatory Affairs from 2009 to 2013.

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David L. Grinnell, 58,Philp A. Hodges, was appointed Boston Beer’s Vice President, Brewing effective January 2008, 57, joined the Company as its Chief Supply Chain Officer in May 2023, after having served as an advisor for the Company since May 2022. He has over 30 years of senior operations experience in consumer-packaged goods, most recently serving as the Company’sExecutive Vice President of Group Supply Chain at the Carlsberg Group, an international brewing company based in Zurich, Switzerland, from 2017 to 2022. Before that, Mr. Hodges served as Group Director and Chief Supply Chain Officer for SABMiller, another international brewing company with his office in London, United Kingdom, from 2015 to 2016. From 2011 to 2015, he served as Senior Vice President of QualityIntegrated Supply Chain Europe for Mondelēz International, a multinational beverage and Brewing since 2001.snack food company, with his office in Zurich, Switzerland. Prior to that, Mr. Grinnell joined Boston Beer in 1988Hodges held a variety of senior operations roles with Kraft Foods Group from New Amsterdam Brewing Company, where he was a founding member.1991 to 2011.

Ai-Li Lim, 46,Lesya Lysyj, is our Vice President, Human Resources. 61, joined the Company as Chief Marketing Officer in April 2019. Ms. Lysyj has over 30 years of marketing experience in the food and beverage industry. Prior to joining Boston Beer, in February 2012, Ms. Lim hadshe served as Senior Director of Human Resources at Vistaprint USA, Inc., an online provider of marketing productsPresident U.S. (Sales and services locatedMarketing) for Welch’s Foods, based in Lexington, MA for over three years. SheConcord, Massachusetts from September 2017 to April 2019. From 2013 to 2015, she served as DirectorPresident North America of Management Effectiveness at Fidelity Human Resources Service at FMR LLC, partWeight Watchers International. She was Chief Marketing Officer for Heineken USA, headquartered in New York City, from 2011 to 2013. Prior to that, she held a number of the Fidelity grouppositions with Kraft Foods from 1990 to 2011, including positions as Vice President Marketing, Confectionary and Executive Vice President of companies, from 2007 to 2008. Before that, Ms. Lim worked for the consulting firm Monitor Group for 13 years, serving during the last three years there as Global Human Asset Manager. Monitor Group is now part of Deloitte.Marketing, Cadbury.

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

Matthew D. Murphy, 47, 55, is Chief Accounting Officer and Vice President of Finance of Boston Beer. From April 2023 to September 2023, he also served as the Company’s Interim Chief Financial Officer. He was appointed Chief Accounting Officer of Boston Beer in August 2015. Prior to the appointment, Mr. Murphy2015 and previously held the position of Corporate Controller atof Boston Beer since September 2006. Prior to joining Boston Beer, he was Chief Financial Officer of Opodo, a leading European online travel agency, from 2004 to 2006.

Frank H. Smalla, 50,Diego Reynoso, was named Treasurer and 48, joined Boston Beer as Chief Financial Officer and Treasurer in September 2023. He has over 25 years of Boston Beer on February 19, 2016, after servingexperience in finance and operations in the interim position of Senior Vice President, Finance since January 2016. Mr. Smalla previously worked in various senior financial roles for Kraft Foods Group, Inc. of Northfield, Illinois from 1995 through 2015, most recently as Senior Vice President, Finance of U.S. Business Units, U.S. Sales, Integrated Supply Chain, RDQalcoholic beverage and Marketing Services. He held the positions of Senior Vice President of Finance from 2012 to 2015 and Vice President of Finance from 2010 to 2012.

Quincy B. Troupe, 50, was appointed Senior Vice President, Supply Chain in January 2016. Mr. Troupe has over fifteen years of supply chain management experience in the consumer food industry. Prior to joining Boston Beer, Mr. Reynoso served as the Chief Financial Officer of the Prepared Foods division of Tyson Foods, a multinational food manufacturer, based out of its Chicago office, from 2021 to 2023. From 2017 to 2021, he served as Senior Vice President Manufacturing and Supply Chain Strategy, forChief Financial Officer of the Pepperidge Farm$5 billion beer division of Campbell Soup Company,Constellation Brands, an international alcoholic beverage company, also based out of its Chicago office. Prior to that, Mr. Reynoso held various senior financial and operational roles at Beam Suntory Inc., a global spirits manufacturer, from 2005 to 2017, including as CFO Global Operations and Group Treasury and Tax from 2016 to 2017, North American Chief Financial Officer & General Manager International Markets from 2014 to 2016, and Chief Operating Officer and Chief Financial Officer North America from 2013 to 2015,2014. Earlier in his career, he also held roles at Allied-Domecq, Danone, and Procter & Gamble. He was appointed to the Board of Directors of SunOpta Inc., a natural food and mineral company headquartered in Eden Prairie, Minnesota, in March 2023 and currently serves as Vice President, Supply Chain for Campbell North America from 2010 to 2013. Prior to joining Campbell Soup, Mr. Troupe served in various senior operational roles with Mars, Inc.a member of McLean, Virginia from 1997 to 2010.

Kathleen H. Wade, 66, joined Boston Beer in 1999 as Corporate Legal DirectorSunOpta’s Audit Committee and Corporate Secretary. She became Secretary of the Company in 2010 and was appointed Vice President, Legal and Corporate Secretary in March 2012. Ms. Wade has indicated her intention to retire at some point in 2016, likely in the third quarter.Governance Committee.

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COMPENSATION DISCUSSION AND ANALYSISCompensation

Discussion and Analysis

In this section of the Proxy Statement, which we sometimes refer to as the CD&A, we will describe the important components of our executive compensation program for our Named Executive Officers. In 2015,2023, our Named Executive Officers were:

Mr. Urich held the position ofAdditionally, pursuant to SEC regulations, former Treasurer and Chief Financial Officer in 2015,Frank H. Smalla is included herein as an NEO for Fiscal Year 2023. Mr. Smalla stepped down from his position as Treasurer and retired in February 2016. Mr. Geist held the position of Vice President, Sales in 2015, and was promoted to Chief SalesFinancial Officer effective January 1, 2016. as of March 6, 2023, remaining with the Company in an advisory role through April 14, 2023.

Mr. Pagano heldMurphy served as the position of Vice President, Brand Development in 2015, and retired inCompany’s interim Chief Financial Officer from March 2016. This section of the Proxy Statement also provides7, 2023 until September 4, 2023.

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

Executive Summary

The key objectives of our executive compensation programs are to attract, motivate, and retain executives who drive the Company’s success.

2015 Business Highlights

Boston Beer’s business goal is to become the leading supplier in the “Better Beer” and hard cider categories by creating and offering high quality full-flavored beers and hard ciders. With the support of a large, well-trained sales organization and world-class brewers, we strive to achieve this goal by offering great beers and hard ciders and increasing brand availability and awareness through distribution, advertising, point-of-sale, promotional programs, and drinker education.

In late 2014, our Board of Directors and Executive Officers established several strategic and financial goals designed to increase sales and profitability, aggressively manage price and costs to achieve delivered gross margin and earnings goals, invest in our supply chain to meet demand and deliver great beers and hard ciders at competitive economics, and build an organization capable of driving growth and operating our breweries safely, while improving operational efficiencies, optimizing costs, and reducing risk. To that end, in 2015 our accomplishments included:

•	Net revenue of $959.9 million, an increase of $56.9 million, or 6%, from 2014
•	Earnings per diluted share of $7.25, an increase of $0.56, or 8%, compared to 2014 earnings per diluted share
•	Depletions (sales by our wholesalers to retailers) growth of approximately 4%
•	Shipments (our sales to our wholesalers) growth of 3.6%
•	Cash and cash equivalents on hand as of the end of Fiscal Year 2015 of $94.2 million
•	Capital expenditures of approximately $74.2 million to expand our capacity, strengthen our organizational capability, and support the growth and increasing complexity of our business

CEO Compensation

We have three primary elements of total direct compensation for our Named Executive Officers: salary, annual cash incentives, and equity-based incentives, primarily in the form of stock options.

The mix of potential compensation for our CEO in 2015 included both fixed and variable components, with a significant portion linked to performance. As shown in the chart below, cash incentives provided approximately 59.0% of our CEO’s total potential compensation in 2015.

CEO COMPENSATION MIX IN 2015
Salary	41.0%
Bonus Earned	4.9%
Bonus Not Earned	54.1%
Equity (Performance)	0.0%

THE BOSTON BEER COMPANY, INC.  2016 Proxy Statement

26

Back to Contents

Our CEO did not receive any equity grants in 2015. He was granted a significant time-based option, the 2008 CEO Option, effective January 1, 2008, and received no further equity grants until January 1, 2016. The 2008 CEO Option, which was authorized and approved by the sole Class B Stockholder, the Compensation Committee, and the Board of Directors, vests in five equal installments on January 1 in each of the years 2014 to 2018, subject to the CEO’s continued employment with the Company on the corresponding vesting dates. The 2008 CEO Option requires appreciation in the Company’s stock price since the date of grant to exceed a specified market index and also caps the CEO’s appreciation opportunity at seventy dollars ($70.00) per share. The 2008 CEO Option expires with respect to certain shares on December 31, 2017, and with respect to certain other shares on December 31, 2018, subject to earlier termination based on the following conditions: (1) the expiration of twelve months after the CEO ceases to be an employee of the Company, regardless of the reason; or (2) certain change of control situations, subject to the CEO’s right to participate in the transaction giving rise to a change in control, as more fully described under the heading “Employment Contracts, Termination of Employment, and Change in Control Agreements” below. The fair value of the 2008 CEO Option was fixed at the time of grant at $6.34 million. A total of 150,773 shares under the 2008 CEO Option vested on January 1, 2015, all of which the CEO exercised and sold during the 2015 Fiscal Year, realizing gross income of approximately $10.6 million.

The CEO was granted another significant time-based option on January 1, 2016 (the “2016 CEO Option”). The grant was authorized and approved by the Compensation Committee, the Board of Directors, and the Class B Stockholders. As with the 2008 CEO Option, the 2016 CEO Option requires appreciation in the Company’s stock price in excess of a specific market index. The accounting value of the option at the time of the grant was $22.5 million. The 2016 CEO Option is for a total of 574,507 shares, and the exercise price is fixed such that the spread between the exercise price and the fair market value of the shares as to which the option is being exercised is capped at $150.00 per share. The option will vest in five equal annual installments on January 1 in each of the years 2019 to 2023, subject to the CEO’s continued employment with the Company. The 2016 CEO Option expires on December 31, 2025, subject to earlier termination following the expiration of twelve months after the CEO ceases to be an employee of the Company or a successor company following a change of control, regardless of the reason, subject to CEO’s right to participate in the transaction giving rise to a change in control. For additional details, an unredacted copy of the 2016 CEO Option is attached as Exhibit No. 10.15 to the Company’s Annual Report on Form 10-K for Fiscal Year 2015, filed with the SEC on February 18, 2016.

The chart below shows the correlation of Company performance and the cash compensation of our CEO over the last five fiscal years from salary and bonuses. CEO compensation reflected on the chart below does not include income realized by the CEO from the sale of shares acquired upon exercise of equity grants.

Year	Depletions Growth	EPS Growth	CEO Compensation
2011	7%	6%	$933,818
2012	13%	18%	$1,052,493
2013	23%	18%	$1,519,541
2014	22%	29%	$1,217,211
2015	4%	8%	$887,201

Note: 2011 and 2012 EPS growth shown above are calculated based on adjusted EPS of $3.73 for 2011, which excludes the favorable impact of settlements of $1.08 per diluted share in 2011, compared to reported unadjusted EPS of $4.81 for 2011.

As demonstrated by the above chart, the CEO’s cash compensation has risen and fallen with the Company’s growth or decline in depletions and earnings. While the depletions and earnings growth in 2014 exceeded the 2013 growth, the 2014 bonus payout was less than in 2013 due to the Company’s performance relative to expected growth rates.

The Company believes that the CEO’s cash compensation mix is aligned with Company performance through these bonus mechanisms, and that the CEO is also incentivized to create long-term value as a result of his long-term equity grants.

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Other NEO Compensation

The mix of potential compensation for our other Named Executive Officers in 2015 was also consistent with the goals of our executive compensation program. For example, as shown in the chart below, cash incentives and equity awards provided approximately 59.3% of the total potential compensation, in the aggregate, of our other Named Executive Officers.

OTHER NEO COMPENSATION MIX IN 2015
Salary	40.7%
Bonus Earned	13.0%
Bonus Not Earned	14.0%
Equity (Performance)	32.3%

Of the total potential compensation of our other Named Executive Officers, salary constituted 38% to 45%, bonuses earned (paid in 2016 based on 2015 performance) constituted 7% to 28%, and equity compensation, all of which was in the form of stock options, constituted 24% to 38%. The actual compensation paid to each of our Named Executive Officers is discussed below.

Compensation Philosophy and Objectives

Boston Beer’s executive compensation program is designed to attract, motivate, reward, and retain highly competent 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 depletions growth and time-based vesting linked to retention. Overall, Boston Beer believes it should provide competitive pay to our executives and align compensation with achieving the Company’s strategy and goals and delivering strong company performance, both in terms of depletions growth and long-term stockholder value. Our compensation philosophy is to provide employees with a distinctive overall compensation package that provides strong performers with the opportunity to earn competitive compensation over the long term through a combination of base salary, cash incentives, and equity awards.

These compensation packages are designed to:

provide executives with competitive cash and stock compensation with a significant portion of total compensation contingent on both company and individual 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.

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

Base Salary

Base salaries are designed to provide a fixed level of competitive income that reflects the individual’s level and scope of responsibility and level of performance.

Cash Incentive Bonus (Short-term Incentive)

Cash incentive bonuses are designed to motivate, focus, and reward achievements based on specific individual and Company-wide performance goals approved annually by the Compensation Committee.

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Equity Incentive Awards (Long-term Incentive)

Equity incentive awards are designed to provide an incentive for delivering long-term stockholder value, to align the interests of all of our Executive Officers with the interests of our stockholders, and to retain executives and other key employees. Equity incentive awards for Executive Officers are primarily in the form of stock option grants, which vest over a number of years, and typically have a term of ten years. Most of the options granted in recent years provide that vesting is contingent on meeting certain initial performance standards and once the number of shares that are eligible to vest is determined, the eligible shares vest over the five-year period commencing on the date of grant. On occasion, options with time-based vesting have been granted to Executive Officers and senior managers, with vesting delayed for a number of years as an incentive to remain with the Company.

In addition, some executives and key employees receive restricted stock awards that typically vest over a five-year period. Further, certain Boston Beer employees, including Executive Officers other than the Chairman and CEO, are eligible to participate in the Company’s Investment Share Program, or the ISP, where our stock can be purchased at a discount based on tenure, encouraging equity ownership in the Company. The ISP only applies to certain eligible Boston Beer employees, referred to in this Proxy Statement as ISP Eligible Employees. ISP Eligible Employees generally must have: (1) been employed by Boston Beer for at least one year; and (2) entered into an Employment Agreement with Boston Beer.

Our employee stock option grants, restricted stock awards, and the ISP form the framework of our Employee Equity Incentive Plan, or EEIP.

Role of the Compensation Committee

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

Compensation Philosophy and Objectives

Consistent with

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

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

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Response to Recent Advisory Say-on-Pay Votes

In establishing the Company’s compensation practices for 2023, the Board and retaining top-performing executives, the Compensation Committee endeavors to develop compensation structures for individual Executive Officers that reflectconsidered the responsibilitiesresults of their respective positions andrecent advisory Say-on-Pay votes as well as our discussions with stockholders which are appropriatediscussed in lightdetail under the heading “Stockholder Engagement” above. At our 2023 Annual Meeting of market compensation levels for executives with comparable responsibilities, consider past achievements withStockholders, approximately 91.7% of the Company andvotes cast on our Say-on-Pay proposal were cast in support of the compensation awarded to them in the past, and provide financial incentives for superior performance in meeting the challenges facing the Company.of our NEOs.

Components of Executive Compensation and Determination of Compensation Mix

TotalIn 2023, the total potential compensation mix of our executives is substantially weighted towards performance-based compensation. Salary typically constitutes between 35% and 70% of the total compensation of our Executive Officers, including our Named Executive Officers with the balance being a mix ofbalanced: (1) competitive base salaries; (2) cash incentive bonuses contingent primarily on Company performance; (3) option awards generally contingent solely on multi-year Company performance; and equity incentive awards.

(4) restricted stock unit awards generally contingent on continued employment. These pillars of our executive compensation program are described in more detail below. For other executivesExecutive Officers and senior managers of the Company, the proportion of compensation provided by equity and the proportion ofother variable performance-based compensation increases with the individual’s level of responsibility and ability to have an impact on the value of the Company’s business.

Base Salary

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

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

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

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

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

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

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Cash Incentive Bonuses

Executives have the opportunityBonuses payable to earn cash incentive bonuses tied to a percentage of their respective base salaries. Historically, including in Fiscal Year 2015, criteria for these cash incentive bonuses included a combination of qualitative and quantitative performance goals established each year for each executive. These goals varied for each executive based on his or her responsibilities and role within the Company and included financial or strategic measures, including, among others, sales, profitability, brand health, quality, cost reductions, developing organizational capabilities, and other strategic initiatives. The goals were intended to require performance that, if achieved, would result in matching or exceeding Boston Beer’s business and financial plans for the fiscal year in question, as well as impact the long-term growth and viability of the Company. Individual bonus awards reflected the individual’s achievement of his or her performance goals for the year, as well as the overall performance of the Company. On occasion, additional discretionary bonuses separate from those otherwise payable under the bonus and goal structure have been given toour Executive Officers including the Named 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 recognitionits discretion, as noted below. In recent years, the Company Goals have consisted of exceptional performance duringpre-established depletions growth, Earnings Before Interest & Tax (“EBIT”), and resource efficiency (focused operating expense cost savings) targets. For the year.purposes of the Bonus Scale, EBIT is equivalent to Operating Income on the Income Statement in the Company’s Annual Report on Form 10-K for Fiscal Year 2023, excluding the $16.4 million non-cash impairment recorded primarily for the Dogfish Head brand in September 2023.

In 2015,As reported in a Form 8-K filed by the Company on February 10, 2023, at its meeting on February 6, 2023, the Compensation Committee substantially revisedapproved: (1) company-wide goals for Fiscal Year 2023 (the “2023 Company Goals”); (2) the cash incentive2023 bonus programtarget for Executiveseach Executive Officer, as a percentage of their base salary (“2023 Bonus Target”); and other employees(3) a bonus funding scale ranging from 0% to 250% (the “2023 Bonus Scale”) for 2016, to placedetermining bonus payouts as a greater emphasispercentage of each Executive Officer’s respective 2023 Bonus Target, based on shared Company-wide goals in order to more directly align cash incentive bonus awards with overall Company performance. The new program also provides for increased bonus payout potential of up to 150% of target in the event that Company performance significantly exceeds target expectations. The Compensation Committee approved these changes, taking into consideration input from Company Executives, discussions with an executive compensation consulting firm, a review of the compensation programsCommittee’s determination of the Company’s peer group, and information from incoming senior executives regarding their past compensation structures. The engagementultimate achievement of the executive compensation consulting firm and the Company’s peer group are more fully detailed under the heading “Compensation Assessments” below.2023 Company Goals.