🧾 What This Document Is — Your Invitation to Boston Beer's Big Meeting

This is a DEF 14A, also called a proxy statement. Think of it as the official rulebook and information packet for Boston Beer's annual shareholder meeting. Its job is to give you all the details you need to vote your shares on the company's important decisions.

👉 Why it matters: Companies are legally required to send this to shareholders. It's not a financial results report (like a 10-K), but it's packed with crucial info on leadership, governance, and how much the top bosses get paid.

🏢 What The Company Does — Beer, Seltzer & Beyond

In simple terms, Boston Beer Company is the force behind well-known drinks you've probably seen at the store or bar.

• Core Brands: Samuel Adams beer, Truly Hard Seltzer, Twisted Tea, Angry Orchard Hard Cider, and Dogfish Head beer.
• Newer Growth: They're also pushing into canned cocktails with Sun Cruiser and have "exciting new innovations on the horizon."
• The Situation: They're navigating a tough market where the overall beer category is shrinking, but their portfolio of "healthy brands" is meant to drive future growth.

📅 The Big Event — 2026 Annual Meeting Details

What: The 2026 Annual Meeting of Stockholders When: Wednesday, May 27, 2026, at 3:00 p.m. ET Where: Samuel Adams Boston Taproom, 60 State Street, Boston, MA. How to Vote: You can vote by mail, phone, or online at www.envisionreports.com/sam. Your vote is important!

👉 Why it matters: This is your chance as a shareholder to have your say on the company's direction, even if you can't attend in person. The meeting will cover director elections, a vote on executive pay, and ratifying the company's auditor.

👥 Board & Governance — Who's Steering the Ship?

The Board of Directors is like the company's board of directors, overseeing management. Here are the key developments:

• Major Leadership Change: In August 2025, CEO Michael Spillane stepped down. Founder Jim Koch stepped back into the CEO role (in addition to being Chairman). Koch had been CEO from the company's founding in 1984 until 2021.
• New Promotions:
  • Phil Hodges became Chief Operating Officer (COO) in October 2025.
  • Laura Boynton became Chief People Officer in November 2025.
• Director Elections: You're voting to elect three Class A directors (Joyce, Swanson, Jordan) and five Class B directors (Fisher, Koch, Nemeth, Stone, and one other). Jim Koch controls the votes for the Class B directors.

👉 Why it matters: The return of the founder as CEO signals a return to its roots during a challenging time. The board is a mix of long-tenured insiders (like Koch and Dogfish Head founder Sam Calagione) and independent experts.

💰 Executive Compensation — How Much the Bosses Get Paid

This is a huge section explaining the philosophy and numbers. Here's the simple breakdown:

The Philosophy: Pay is designed to be competitive, reward performance, and make executives act like owners. A big chunk of pay is "at-risk"—it depends on hitting company goals.

2025 Pay Highlights for Top Executives:

• Jim Koch (CEO): Forwent his entire 2025 salary and bonus.
• Michael Spillane (former CEO): Received a salary of $905,000 and a 2025 cash bonus of $874,281.
• Diego Reynoso (CFO): Salary: $642,720. Bonus: $455,373.
• Phil Hodges (COO): His bonus was $461,246. His salary was later raised to $800,000 upon promotion.
• The Bonus Formula: Bonuses are based on hitting targets for:
  1. Depletions Growth (sales to retailers) - weighted 50%
  2. EBIT (Operating Income) - weighted 30%
  3. Cost Savings - weighted 20%

2025 Outcome: The company missed its sales target (-4% depletions) but beat its cost-saving target. The board used discretion to adjust the overall bonus pool to 90% of target.

👉 Why it matters: Shareholders get a non-binding "Say-on-Pay" vote. The company notes it received 93.9% support last year and actively talks with big investors about pay concerns.

⚖️ Corporate Governance — The Rulebook

How the company is managed and overseen:

• Dual-Class Stock: Koch's Class B shares give him majority voting control. Some investors have questioned this structure, but the company says there are "no current plans" to change it.
• Board Committees: Three key independent committees:
  • Audit Committee: Oversees finances and risk (focus areas included cybersecurity and leadership transition).
  • Compensation Committee: Sets pay.
  • Nominating/Governance Committee: Recommends directors and governance policies.
• Related Party Transactions: Director Sam Calagione's company leases property to Boston Beer for two Dogfish Head brewpubs in Delaware ($383,368 paid in 2025). The board deemed this fair market value.

📦 Financial & Operational Snapshot (Implied Context)

While this isn't a financial report, the compensation goals reveal priorities:

• Key Challenge: The "unprecedented 4% depletions decline in the beer category" is a major headwind.
• Key Strategy: Aggressive cost-saving initiatives (they saved $123 million in 2025) to protect margins.
• Brand Focus: They're leaning on their portfolio of "flavored malt beverages" (Twisted Tea), seltzers (Truly), and ciders (Angry Orchard) for growth.

🌍 Industry Context & What This Signals

Boston Beer, once the face of craft beer, is now a diversified beverage company battling broader industry trends. The return of founder Jim Koch as CEO during a sales slump suggests a "back to basics" or "steady hand" approach. The heavy emphasis on cost savings in executive bonuses shows that protecting profitability is the top short-term priority in a shrinking market.

🧠 The Analogy

Boston Beer is like a seasoned ship captain (Jim Koch) taking back the wheel during a long, unexpected fog (the beer market slump). The crew (management) has been reshuffled. The ship's log (this proxy) shows they're focusing on patching leaks (cost savings) and trusting their reliable instruments (their brand portfolio) to navigate through, hoping for clearer skies ahead.

🧩 Final Takeaway

Boston Beer is in a period of leadership transition and market challenge. Founder Jim Koch is back at the helm to steer the company through a shrinking beer category, with a sharp focus on cost-cutting to maintain profitability. Shareholders are being asked to approve this new direction and the pay packages that incentivize this difficult turnaround.