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

4/10/26 9:00:35 AM ET

$SAM

Beverages (Production/Distribution)

Consumer Staples

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THE BOSTON BEER COMPANY, INC. - DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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

Filed by the Registrant

Filed by a Party other than the Registrant

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

THE BOSTON BEER COMPANY, INC.

(Name of Registrant as Specified In Its Charter)

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

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

Dear

Fellow Stockholder

Jim Koch

Founder, Brewer, President,
CEO, and Chairman

April 10, 2026

It is my pleasure to invite you to attend our 2026 Annual Meeting of Stockholders on Wednesday, May 27, 2026, at 3:00 p.m. ET at our Samuel Adams Boston Taproom, located at 60 State Street in Boston, Massachusetts. At the Annual Meeting you will be asked to elect three Class A Directors and cast an advisory vote on executive compensation. As the holder of the voting rights of the Company’s Class B Common Stock, I will elect five Class B Directors and cast a vote to ratify the selection of our independent registered public accounting firm. You will find details on the background and qualifications of our Board of Director nominees in this Proxy Statement. As requested elsewhere in the accompanying materials, please submit your proxy as soon as possible.

As you may have read in our Annual Report and will read in this Proxy Statement, we continue to have a broad portfolio of healthy brands that we believe will drive our growth into the future. We have the #1 flavored malt beverage in Twisted Tea, the #2 hard seltzer in Truly, the #1 hard cider in Angry Orchard, two strong, established beer brands in Samuel Adams and Dogfish Head, and a growing RTD spirit brand in Sun Cruiser, as well as some exciting new innovations on the horizon.

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

In August, Michael Spillane stepped down from his position as President and CEO for personal reasons, after leading the Company since March 2024. He currently remains on the Board as a non-independent Director, but after ten years of valued service he decided not to stand for reelection and will retire from his position on the Board at the end of the 2026 Annual Meeting. I succeeded Michael in the role of President and CEO, while continuing in my role as Chairman of the Board. I previously served as our President and CEO from when I founded the Company in 1984 until January 2001.

In October, we named Phil Hodges as our Chief Operating Officer, after he had previously served in the role of Chief Supply Chain Officer since May 2023. I am excited to have Phil helping lead our executive team going forward. In connection with this change, Phil Savastano was promoted to Chief Supply Chain Officer, overseeing brewery management, procurement, customer service, engineering, safety, quality and planning.

In November, we appointed Laura Boynton as our Chief People Officer. Laura has served in numerous human resources roles with the Company since 2001, most recently as Sr. Director of HR Business Partners since August 2024.

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

The Proxy Statement and Boston Beer’s Annual Report for the fiscal year that ended December 27, 2025 are available at investors.bostonbeer.com. On behalf of the Board of Directors and Boston Beer’s Executive Leadership Team, I thank you for your continued confidence and support of Boston Beer and our products.

Cheers!

Jim Koch

Founder, Brewer, President, CEO, and Chairman

Notice of the 2026

Annual Meeting of Stockholders

Meeting Information
May 27, 2026,
3:00 p.m. ET

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

To our Stockholders:

The 2026 Annual Meeting of the Stockholders (the “Annual Meeting”) of The Boston Beer Company, Inc. (“Boston Beer,” the “Company,” “we,” or “us”) will be held at the Samuel Adams Boston Taproom, Faneuil Hall, 60 State Street, Boston, Massachusetts at 3:00 p.m. ET on Wednesday, May 27, 2026.

The Class A Stockholders will meet for the following purposes:

For the election of the three (3) Class A Directors named in this Proxy Statement, each to serve for a term of one (1) year;

To conduct an advisory vote regarding the compensation of our Named Executive Officers; and

To consider and act upon any other business that may properly come before the meeting.

The Class B Stockholder will attend for the following purposes:

For the election of five (5) Class B Directors, each to serve for a term of one (1) year;

To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the 52-week fiscal year ending December 26, 2026 (“Fiscal Year 2026”); and

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 20, 2026 as the Record Date for the meeting. Only Stockholders of Record on the Record Date are entitled to notice of and to vote at the meeting.

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

You may submit your proxy: (1) by mail using a proxy card; (2) by calling the toll-free number listed on your proxy card; or (3) through the internet, as described in the enclosed materials. If you receive more than one proxy because you own shares registered in different names or addresses, each proxy should be voted. This Proxy Statement and the accompanying proxy are being distributed on or about April 10, 2026.

By order of the Board of Directors,

MICHAEL G. ANDREWS

Associate General Counsel & Corporate Secretary

April 10, 2026

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on May 27, 2026



BY INTERNET	BY TELEPHONE	BY MAIL	AT THE ANNUAL MEETING
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.com/sam and follow the steps outlined on the secured website.	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.	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.	You may vote in person at the Annual Meeting. If you voted via proxy before the meeting, you must revoke it in order to vote in person. If you need to revoke your proxy, please consult with a Boston Beer representative upon admission to the Annual Meeting.

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

YOUR VOTE IS IMPORTANT!

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

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

We encourage you to vote via the internet or by telephone. It is convenient for you and saves the Company significant postage and processing costs. To vote via the internet, go to http://www.envisionreports/sam and follow the steps outlined on the secured website. To vote by telephone, call toll free at 1-800-652-8683. Internet and telephone voting for Stockholders of Record will be available 24 hours a day and will close at 11:59 p.m. ET on May 26, 2026.

	THE BOSTON BEER COMPANY, INC.		2026 Proxy Statement		5

Table
of Contents

Proxy Summary	7

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

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

Director Compensation	24
Compensation Summary	24
Director Compensation for Fiscal Year 2025	25

Executive Officers	26

Compensation Discussion and Analysis	28
Role of the Compensation Committee	28
Compensation Philosophy and Objectives	28
Response to Recent Advisory Say-on-Pay Votes	29
Components of Executive Compensation and Compensation Mix	29
How Executive Pay Levels Are Determined	34
Additional Compensation Policies and Practices	35
Fiscal Year 2025 Named Executive Officer Compensation	37
Compensation Committee Report	40
Compensation Committee Interlocks and Insider Participation	40

Executive Compensation	41
Summary Compensation Table	41
Grants of Plan-Based Awards in Fiscal Year 2025	42
Outstanding Equity Awards at 2025 Fiscal Year End	44
Option Exercises and Stock Vested in Fiscal Year 2025	46
Employment Contracts, Termination of Employment, and Change in Control Agreements	46
Potential Payments Upon Termination or Change in Control	47

Pay Versus Performance Disclosure	49
Most Important Financial Measures	49
Relationship Between Most Important Financial Measures and Executive Compensation	50
Relationship Between Company and Peer Group Total Shareholder Return	53

Pay Ratio Disclosure	54

Stock Ownership of Board, Management, and Principal Stockholders	55

Sustainability	57

Audit Information	59

Voting Matters for 2026 Annual Meeting	60

Frequently Asked Questions	62

Other Information	66

•	Depletions (sales by our wholesalers to retailers) decreased by 4% from the fiscal period ended December 28, 2024 (“Fiscal Year 2024”)
•	Shipments (our sales to our wholesalers) decreased by 4.7% from Fiscal Year 2024 to approximately 7.1 million barrels
•	Net revenue of $1.965 billion decreased by 2.4% from Fiscal Year 2024
•	Gross margin of 48.5% increased 410 basis points from Fiscal Year 2024
•	Net income of $108.5 million and diluted income per share of $9.89
•	We generated $270.2 million in operating cash flow for the full year 2025 and ended the year with $223.4 million in cash and no debt
•	We repurchased approximately $200 million in shares in 2025

Item #	Voting Matters	Board Recommendation
Item 1	The election of each of the three (3) nominees for Class A Director, to be decided by plurality vote of the holders of Class A Common Stock present in person or represented by proxy.	FOR each Director Nominee
Item 2	The non-binding advisory “Say-on-Pay” vote to approve the compensation of our Named Executive Officers, to be voted on by the holders of Class A Common Stock present in person or by proxy.	FOR
Item 3	The election of each of the five (5) nominees for Class B Director, to be decided by the affirmative vote of the holder of the outstanding shares of Class B Common Stock.	FOR each Director Nominee
Item 4	The ratification of Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm for Fiscal Year 2026, to be decided by the affirmative vote of the holder of the outstanding shares of Class B Common Stock.	FOR

Name	Age	Director Since	Principal Occupation	Current Committee Assignments
Joseph H. Jordan	52	2024	Chief Operating Officer and President of Domino’s US	Comp (Chair), Audit
Meghan V. Joyce	42	2019	Co-Founder and CEO of Duckbill Technologies, Inc.	NomGov (Chair), Audit
Cynthia L. Swanson	64	2023	(Retired) Chief Financial Officer (Europe and Sub Sahara Africa) of PepsiCo	Audit (Chair), Comp

www.bostonbeer.com		THE BOSTON BEER COMPANY, INC.		2026 Proxy Statement		8

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

Annual Compensation
Base Salary Received	$	803,519
Performance-Based Cash Bonus	$	874,281
Performance-Based RSU Award	$	1,000,188
Stock Option Awards	$	6,200,161
Other Compensation	$	14,685
2025 TOTAL COMPENSATION	$	8,892,835

Director	Audit	Compensation	Nom/Gov
Joseph H. Jordan		Chair
Meghan V. Joyce			Chair
Julio N. Nemeth*
Christopher I. “Biz” Stone
Cynthia L. Swanson	Chair

•	Class Stock Structure & Voting Standards. Firms have inquired about the Company’s dual-class stock structure, which has been in place since the Company’s initial public offering in 1995, and whether there is any intention of sunsetting that structure over time. Similarly, investors have inquired whether the Company intends to amend its By-Laws to change from a plurality voting standard, which has also been in place since 1995. We understand that institutional shareholders have withheld votes on certain of our Class A Director Nominees in symbolic opposition to the Company’s dual class stock structure, as opposed to concerns about those Nominees’ qualifications. We listen to the shareholders’ concerns on these topics, relay them back to the full Board, and have robust conversations on the matter, but there are no current plans to sunset the Company’s current stock structure or change the Company’s voting structure.
•	Succession Planning. Firms inquired about Chairman and CEO succession planning. As noted above, partially in response to this feedback, in December 2024 we amended our Corporate Governance Guidelines to outline our Chairman succession planning protocol in the event of Mr. Koch’s untimely death. The guidelines are available on the Governance Documents tab of our investor relations website, investors.bostonbeer.com. Similarly, the Board and the Nominating/Governance Committee regularly discuss the topic of CEO succession planning, including the preparation levels of internal candidates and processes in the event the Company were to recruit external candidates
•	Executive Compensation Structure. The stockholders we met with in recent years have not expressed material concerns with the Company’s executive compensation structure but often have inquiries and provide input on topics such as cash bonus structure, long-term equity structure and metrics, peer group benchmarking, and the use of external consultants. We relay this feedback to our management team, the Compensation Committee, and the full Board of Directors, and it is taken into consideration when we establish our executive compensation structure and metrics.
•	Board Composition and Refreshment. Some firms also inquired about processes for board refreshment and policies around board composition, which processes and policies are described in detail under the heading “Board Governance” above.

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

Name	Fees Paid in Cash		Option Awards⁽¹⁾⁽²⁾		RSU Awards⁽³⁾		Total
Cynthia A. Fisher	$	75,000	$	65,006	$	65,110	$	205,116
Joseph H. Jordan	$	105,000	$	65,006	$	65,110	$	235,116
Meghan V. Joyce	$	105,000	$	65,006	$	65,110	$	235,116
Julio N. Nemeth	$	115,000	$	65,006	$	65,110	$	245,116
Christopher I. “Biz” Stone	$	95,000	$	65,006	$	65,110	$	225,116
Cynthia L. Swanson	$	105,000	$	65,006	$	65,110	$	235,116

Name	Number of Option Shares
Cynthia A. Fisher		9,401
Joseph H. Jordan		2,136
Meghan V. Joyce		5,031
Julio N. Nemeth		3,961
Christopher I. “Biz” Stone		2,136
Cynthia L. Swanson		1,970

Name		Base Salary				2025 Bonus Paid in 2026				All Other Compensation⁽¹⁾				Total
Samuel A. Calagione, III		$	481,099			$	319,931			$	14,742			$	815,772

C. JAMES KOCH	Chairman, President & Chief Executive Officer
DIEGO REYNOSO	Treasurer and Chief Financial Officer
PHILIP A. HODGES	Chief Operating Officer
MICHAEL R. CROWLEY	Chief Sales Officer
TARA L. HEATH	Chief Legal Officer & General Counsel

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

•	$905,000 for Mr. Spillane, a 5% increase from his 2024 base salary;
•	$642,720 for Mr. Reynoso, a 3% increase from his 2024 base salary;
•	$652,454 for Mr. Hodges, a 3% increase from his 2024 base salary;
•	$450,000 for Mr. Crowley, an 8% increase from his 2024 base salary; and
•	$425,000 for Ms. Heath, a 10% increase from her 2024 base salary.

•	Mr. Spillane: 120% of base salary, no change from his 2024 Bonus Target;
•	Mr. Reynoso: 75% of base salary, a 10% increase from his 2024 Bonus Target;
•	Mr. Hodges: 65% of base salary, a 5% increase from his 2024 Bonus Target;
•	Mr. Crowley: 60% of base salary, a 10% increase from his 2024 Bonus Target; and
•	Ms. Heath: 60% of base salary, a 10% increase from her 2024 Bonus Target.

•	First, the Committee and the Board were tasked with determining the Company’s achievement of the 2025 Company Goals against the 2025 Bonus Scale (the “2025 Achievement”).
•	Second, the Board, by recommendation of the Committee, established an aggregate bonus pool for the Company’s Executive Officers, including the NEOs, by applying the 2025 Achievement against each Officer’s 2025 Bonus Target.
•	Third, the Committee and the Board considered any potential adjustments to any of the Executive Officers’ final 2025 bonus payout based on their assessment of each Executive Officer’s overall job performance, key competencies, and the achievement of relevant objectives and key results in 2025. The Committee and the Board retain the discretion to increase or decrease an Officer’s bonus payout by 10% from the baseline bonus funding if the Officer was deemed to have performed “successfully” in 2025, and by 30% if the Officer was deemed to have performed “exceptionally.” The Board had also retained the discretion to decrease an Officer’s 2025 bonus payout to as low as $0 if the Officer was deemed to have performed “unsatisfactorily” in 2025.

2025 Bonus Scale
Focused Cost Savings (millions $)	$	51		$	56		$	61		$	63		$	66		$	68		$	71		$	76		$	81		$	91
EBIT (millions $)	$	115		$	126		$	132		$	134		$	145		$	147		$	150		$	156		$	162		$	185
Depletions Growth %		-3.9	%		-2.5	%		-1.4	%		-0.9	%		0.6	%		1.0	%		1.5	%		2.2	%		3.1	%		6.3	%
FUNDING %		0	%		25	%		50	%		75	%		100	%		125	%		150	%		175	%		200	%		250	%

2025 Formulaic Achievement	% Achievement on 2025 Bonus Scale
$123 million in Focused Cost Savings	250%
$146.3 million in EBIT	116%
-4% Depletions Growth	0%
PAYOUT %	85%

•	$874,281 for Mr. Spillane
•	$455,373 for Mr. Reynoso
•	$461,246 for Mr. Hodges
•	$252,663 for Mr. Crowley
•	$238,112 for Ms. Heath

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

Notice of the 2026

YOUR VOTE IS IMPORTANT!

Proxy Summary

Online Availability of Proxy Materials

Eligibility to Vote

Note Regarding Forward-Looking Statements

Description of the Company’s Business

2025 Business Results

Voting Matters and Board Recommendations

Board Nominees

Named Executive Officers

Executive Compensation

2025 Compensation of Chairman, President & CEO C. James Koch

2025 Compensation of Former President & CEO Michael Spillane

Other Named Executive Officer 2025 Compensation Mix

Nominees for Board of Directors

Nominees for Class A Director

Nominees for Class B Director

Corporate Governance – Our Board of Directors

Board Governance

Director Independence

Board Leadership Structure

Executive Sessions of the Board

Board Risk Oversight

Board Meetings and Attendance

Communications with the Board

Board Committees

Committee Structure

Audit Committee

Compensation Committee

Nominating/Governance Committee

Consideration of Nominees for Director

Stockholder Nominees

Stockholder Engagement

Board Review of Related Party Transactions

Director Compensation

Compensation Summary

Director Compensation for Fiscal Year 2025

Executive Officers

Compensation Discussion and Analysis

Role of the Compensation Committee

Compensation Philosophy and Objectives

Response to Recent Advisory Say-on-Pay Votes

Components of Executive Compensation and Compensation Mix

Base Salary

Cash Bonuses

Long-Term Equity Awards

Restricted Stock Units

Stock Option Awards

Investment Shares

Long-Term Equity Awards Granted to NEOs in 2025

Annual RSU Awards

Special RSU

Stock Option Awards to then President & CEO Michael Spillane

Special RSU to Treasurer & CFO Diego Reynoso

Equity Adjustment for then Chief Supply Chain Officer Philip A. Hodges

LTE Awards to Chief Operating Officer Philip A. Hodges

Change in Control

Executive Benefits

How Executive Pay Levels Are Determined

Executive Compensation Analysis Timeline

Compensation Assessments

Boston Beer Peer Group

Additional Compensation Policies and Practices

Executive Compensation Recovery Policy

Insider Trading Policies and Procedures

Policies Prohibiting Hedging and Pledging Boston Beer Stock

Stock Ownership and Retention Guidelines

Tax Deductibility under Section 162(m)

Fiscal Year 2025 Named Executive Officer Compensation

Compensation of C. James Koch, Chairman, President & Chief Executive Officer

Compensation of Michael Spillane, Former President & Chief Executive Officer

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

Other Long-Term Equity Awards Granted to Our Other NEOs in 2025

Special RSU to Treasurer & CFO Diego Reynoso

Equity Adjustment for then Chief Supply Chain Officer Philip A. Hodges

LTE Awards to Chief Operating Officer Philip A. Hodges

Compensation Committee Report

Compensation Committee Interlocks and Insider Participation

Recent Analyst Ratings for
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•	If CAGR is down more than 3%, none of the target RSU Shares will vest;
•	If CAGR is down less than 3%, then 50% of the target RSU Shares will vest
•	If CAGR is flat, then 100% of the target RSU Shares will vest; and
•	If CAGR is equal to or greater than 3%, 200% of the target RSU Shares will vest.

•	5,334 shares to Mr. Reynoso, valued at $1,300,269 on the grant date;
•	4,104 shares to Mr. Crowley, valued at $1,000,432 on the grant date; and
•	4,104 shares to Ms. Heath, valued at $1,000,432 on the grant date.

Acushnet Company	Deckers Outdoor Corporation	Tilray Brands, Inc.
Brown-Forman Corporation	Flower Foods Inc.	The Vita Coco Company
Cabot Corporation	Hasbro, Inc.	Vector Group Ltd.
Celsius Holdings	Lancaster Colony Corp.	YETI Holdings, Inc.
Church & Dwight Co., Inc.	National Beverage Corp.
Columbia Sportswear Co.	SharkNinja

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

Former President & CEO Michael Spillane 2025 Total Compensation Mix

•	Base Salary: Mr. Spillane’s annual base salary of $905,000 was approved by the Compensation Committee of the Board of Directors on February 5, 2025. After stepping down as CEO effective Augst 15, 2025, he remained a salaried employee of the Company with the same base salary through November 15, 2025, and was then engaged as an advisor through March 31, 2026, compensated at the rate of $10,000 per quarter. This transition package was approved by both the Compensation Committee and the full Board on August 1, 2025.
•	Performance-Based Cash Bonus: On February 5, 2025, the Compensation Committee approved a target cash bonus for Mr. Spillane of 120% of his full-year base salary. As approved by the Compensation Committee and the full Board on August 1, 2025, the Transition Agreement capped his cash bonus potential to the period as a salaried employee through November 15, 2025. As described under the Cash Incentive Bonuses heading, the Compensation Committee reviewed Fiscal Year 2025 Company performance against the 2025 cash bonus scale in February 2026 and determined that the Company achieved 90% on the scale. Accordingly, the Committee approved a bonus to Mr. Spillane in the amount of $874,281, which was paid in March 2026.
•	Performance-Based RSU Award: On March 1, 2025, the Company granted Mr. Spillane a performance-based RSU valued at $1,000,188, which is described above under the heading “Special RSU.” The Special RSU granted to Mr. Spillane has the same structure and value as the Special RSU granted to the Company’s other Executive Officers. Vesting of the Special RSUs is contingent upon: (1) the Company achieving positive depletions growth in a three-quarter rolling period over the analogous three-quarter period from the previous fiscal year, in or before the three fiscal quarter period ending immediately prior to March 31, 2027; and (2) continued employment on the applicable vesting dates. Given that Mr. Spillane’s employment as an advisor ended on March 31, 2026, his Special RSUs will not vest.

Name	Title	Base Salary for 2025		Increase from 2024 Base Salary			Actual Salary Earned in 2025
Diego Reynoso	Treasurer and CFO	$	642,720		3.0	%	$	639,120
Philip A. Hodges	Chief Operating Officer	$	800,000		26.3	%	$	647,336
Michael R. Crowley	Chief Sales Officer	$	450,000		8.0	%	$	443,269
Tara L. Heath	Chief Legal Officer & General Counsel	$	425,000		10.0	%	$	417,740

Name	Title	2025 Bonus, Paid in March 2026
Diego Reynoso	Treasurer and CFO	$	455,373
Philip A. Hodges	Chief Operating Officer	$	461,246
Michael R. Crowley	Chief Sales Officer	$	252,663
Tara L. Heath	Chief Legal Officer & General Counsel	$	238,112

Name	Title	Performance-Based RSUs	Time-Based RSUs	Special RSUs
Diego Reynoso	Treasurer and CFO	2,667 RSUs $650,135	2,667 RSUs $650,135	4,103 RSUs $1,000,188
Philip A. Hodges	Chief Operating Officer	—	—	4,103 RSUs $1,000,188
Michael R. Crowley	Chief Sales Officer	2,052 RSUs $500,216	2,052 RSUs $500,216	4,103 RSUs $1,000,188
Tara L. Heath	Chief Legal Officer & General Counsel	2,052 RSUs $500,216	2,052 RSUs $500,216	4,103 RSUs $1,000,188

Name and Principal Position	Fiscal Year		Salary		⁽¹⁾	Bonus		⁽¹⁾⁽²⁾	Restricted Stock Awards		⁽³⁾	Option Awards		⁽³⁾	All Other Compensation		⁽¹⁾⁽⁴⁾	Total
Jim Koch		2025	$	0		$	0		$	0		$	0		$	5,695		$	5,695
CEO, Brewer & Founder		2024	$	478,404		$	0		$	0		$	0		$	14,672		$	493,076
		2023	$	464,470		$	455,181		$	0		$	0		$	14,117		$	933,768
Diego Reynoso Chief Financial Officer		2025	$	639,120		$	455,373		$	3,500,512	^(5)(6)(7)	$	0		$	14,742		$	4,609,747
Diego Reynoso Chief Financial Officer		2024	$	619,385		$	382,470		$	800,548	⁽⁵⁾⁽⁹⁾	$	0		$	14,672		$	1,817,074
		2023	$	184,615		$	111,000		$	1,500,083	⁽⁵⁾	$	1,500,110	⁽⁵⁾	$	608,359		$	3,904,167
Phil Hodges Chief Operating Officer		2025	$	647,336		$	461,246		$	7,000,621	^{(5)(7)(8)(12)}	$	9,000,035	⁽⁵⁾	$	96,504		$	17,205,742
Phil Hodges Chief Operating Officer		2024	$	629,902		$	359,044		$	0		$	0		$	41,285		$	1,030,231
		2023	$	376,096		$	214,500		$	5,000,543	⁽⁵⁾⁽⁸⁾	$	3,000,117	⁽⁵⁾⁽⁸⁾	$	668,245		$	9,259,501
Michael Crowley Chief Sales Officer		2025	$	443,269		$	252,663		$	2,000,620	^(5)(6)(7)	$	0		$	18,270		$	2,714,823
Michael Crowley Chief Sales Officer		2024	$	414,039		$	196,668		$	415,373	⁽⁵⁾⁽⁹⁾	$	0		$	19,582		$	1,045,661
		2023	$	320,345		$	154,000		$	225,091	⁽⁵⁾	$	0		$	18,305		$	717,741
Tara Heath Chief Legal Officer, General Counsel		2025	$	417,740		$	238,112		$	2,000,620	^(5)(6)(7)	$	0		$	16,060		$	2,672,532
		2024	$	380,125		$	198,615		$	400,582	⁽⁵⁾⁽⁹⁾	$	0		$	32,664		$	1,011,986
		2023	$	348,238		$	174,250		$	175,176	⁽⁵⁾	$	175,118	⁽¹⁰⁾	$	32,605		$	905,386
Michael Spillane Former President & CEO		2025	$	803,519		$	874,281		$	1,000,188	⁽⁷⁾	$	6,200,161	⁽⁵⁾⁽⁶⁾	$	14,685		$	8,892,835
Michael Spillane Former President & CEO		2024	$	695,423		$	2,581,540		$	2,000,039	⁽⁹⁾	$	3,000,052	⁽⁵⁾	$	14,269		$	8,291,323
		2023	$	115,000	⁽¹¹⁾	$	0		$	65,109	⁽¹¹⁾	$	65,101	⁽¹¹⁾	$	0		$	245,210