Boston Beer Company executives will receive raises between +3% and +8%, 95% of their allocated bonus pool in 2025, and restricted stock units (RSUs) according to an 8-K form filed with the U.S. Securities and Exchange Commission on February 11.
CEO Michael Spillane, who took the company’s reins on April 1 following the departure of Dave Burwick, will receive a +5% salary boost in 2025 “to bring his base salary more in line with the base salary compensation of chief executive officers at peer companies, following an analysis carried out by an independent consultant,” according to the filing. Spillane will receive $905,000 in base salary this year.
Chief sales officer Michael Crowley will receive an +8% raise “due to similar market factors,” bringing his base to $450,000. Crowley was promoted to the role in 2023 following the retirement of long-time Boston Beer sales chief John Geist.
The rest of the company’s named executive officers (NEOs) will receive the following raises:
- Chief financial officer Diego Reynoso, +3% increase, to $642,720;
- Chief marketing officer Lesya Lysyj, +3% increase, to $561,794;
- Chief people officer Carolyn O’Boyle, +3% increase, to $546,364.
In addition to raises in base salaries, the filing also detailed annual bonuses, which will be paid out at 95% of the company’s scale, which is calibrated against a set of weighted goals. Those goals include hitting depletions targets (weighted at 50% of the goal), earnings before interest and tax targets (30%) and “certain focused operating expense cost savings targets” (20%).
NEOs are eligible for bonuses based on a percentage of their salaries, and they will receive up to 95% of that amount, based on the company’s compensation committee’s bonus pool allotment. Last year’s bonus pay out was also 95%.
“The committee had retained the discretion to increase or decrease an officer’s bonus payout by up to 10% from the baseline target bonus, if the officer was deemed to have performed ‘successfully’ in 2024, and by up to 30% if the officer was deemed to have performed ‘exceptionally,’” the filing said. “The committee had also retained the discretion to decrease an officer’s 2024 bonus payout to as low as $0 if the officer was deemed to have performed ‘unsatisfactorily.’”
NEOs will receive the following bonuses, which will be paid out on March 5:
- Spillane, $981,540, eligible for 120% of base salary;
- Reynoso, $382,470, eligible for 65% of base salary;
- Lysyj, $334,918, eligible for 65% of base salary;
- O’Boyle, $325,718 eligible for 65% of base salary;
- Crowley, $196,668, eligible for 50% of base salary.
Both Reynoso and Crowley will increase their bonus target by +10% in 2025, according to the filing.
Burwick will receive a bonus of $232,336 based on the portion of the year he was in his former role. Boston Beer has retained him as a consultant through March 31, 2026, according to an 8-K filing submitted to the SEC on February 27, 2024. For his services, the company agreed to pay Burwick his full salary of $860,504 in 2024, $107,563 for Q1 2025, and $10,000 per quarter from April 1, 2025, though March 31, 2026.
In addition to salaries and bonuses, Boston Beer’s compensation committee determined that executives’ RSUs – which are vested according to both time and performance – will be awarded on March 1. Reynoso will receive $650,000 each time-based and performance-based RSUs, Crowley will receive $500,000 for each, and Lysyj and O’Boyle will both receive $300,000 for each.
The number of RSUs awarded will be determined by Boston Beer’s stock price at the time of the market close on February 28. Performance-based RSUs vest according to the following metrics based on the company’s compound annual growth rate (CAGR):
- “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.”
Spillane will receive $6.2 million in “long-term equity awards,” which is split 50/50 between performance-awards, which follow the above metrics, and time-based awards, which vest at 25% annually over four years, according to the filing.
If founder and chairman Jim Koch or his family members “cease to control a majority of the company’s Class B stock,” all long-term equity awards will vest in full immediately if the “change in control results in the termination of the employment of the recipient without cause or for good reasons within 12 months.”
In late 2024, Koch – whose succession plan was famously “don’t die” – told the Wall Street Journal that Cynthia Fisher, his wife and a Boston Beer board member, would inherit his controlling share of the company.