0001562180-24-002066.txt : 20240304 0001562180-24-002066.hdr.sgml : 20240304 20240304160522 ACCESSION NUMBER: 0001562180-24-002066 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20240301 FILED AS OF DATE: 20240304 DATE AS OF CHANGE: 20240304 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: O'Boyle Carolyn L. CENTRAL INDEX KEY: 0001805290 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14092 FILM NUMBER: 24714966 MAIL ADDRESS: STREET 1: THE BOSTON BEER COMPANY, INC. STREET 2: ONE DESIGN CENTER PL., STE. 850 CITY: BOSTON STATE: MA ZIP: 02210 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BOSTON BEER CO INC CENTRAL INDEX KEY: 0000949870 STANDARD INDUSTRIAL CLASSIFICATION: MALT BEVERAGES [2082] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 043284048 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE DESIGN CENTER PLACE STREET 2: SUITE 850 CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 617-368-5056 MAIL ADDRESS: STREET 1: ONE DESIGN CENTER PLACE STREET 2: SUITE 850 CITY: BOSTON STATE: MA ZIP: 02210 4 1 primarydocument.xml PRIMARY DOCUMENT X0508 4 2024-03-01 false 0000949870 BOSTON BEER CO INC SAM 0001805290 O'Boyle Carolyn L. ONE DESIGN CENTER PLACE, SUITE 850 C/O THE BOSTON BEER COMPANY BOSTON MA 02210 false true false false Chief People Officer false Class A Common 2024-03-01 4 S false 102.00 308.45 D 2528.00 D Class A Common 2024-03-01 4 F false 361.00 308.14 D 2167.00 D Class A Common 2024-03-01 4 A false 4868.00 0.00 A 7035.00 D March 2, 2020 Stock Option 370.79 2024-03-01 4 A false 2344.00 0.00 A 2022-03-01 2030-02-28 Class A Common 7030.00 7030.00 D March 1, 2021 Stock Option 1028.71 2024-03-01 4 A false 156.00 0.00 A 2023-03-01 2031-02-28 Class A Common 467.00 467.00 D The transactions reported in this row were effectuated pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 14, 2023. The shares reported include 5,913 shares of restricted stock subject to vesting conditions. The Issuer net withheld the vesting of a percentage of shares to satisfy the tax obligations of the Reporting Person flowing from the vesting of Restricted Stock Units ("RSUs") and investment shares. The Reporting Person had a total of 1,104 RSUs and 26 investment shares vest on March 1, 2024. Represents grants of Restricted Stock Units ("RSUs") under the Issuer's Restated Employee Equity Incentive Plan ("EEIP"). The details of these grants were disclosed in a Current Report on Form 8-K filed by the Issuer on February 22, 2024. The Performance-Based Stock Options were granted pursuant to the Issuer's Employee Equity Incentive Plan ("EEIP") on March 2, 2020. The extent to which the options were exercisable was dependent upon the Company achieving certain compounded annual growth rate targets based on net revenue growth in Fiscal Year 2021 over Fiscal Year 2019. In February 2022, the Compensation Committee determined that the performance criteria had been achieved, and as such the options vested in three equal installments on March 1 in the years 2022-2024. The Performance-Based Stock Options were granted pursuant to the Issuer's EEIP on March 1, 2021. The extent to which the options were exercisable was dependent upon the Company achieving certain compounded annual growth rate targets based on net revenue growth in Fiscal Year 2022 over Fiscal Year 2020. In February 2023, the Compensation Committee determined that the performance criteria had been achieved, and as such the options vest in three equal installments on March 1 in the years 2023-2025, provided that the Reporting Person remains employed by the Company on the applicable vesting dates, and subject to accelerated vesting in certain situations. Michael G. Andrews under POA for the benefit of Carolyn L. O'Boyle 2024-03-04 EX-24 2 oboylepoa.txt POA LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS The undersigned hereby constitutes and appoints each of Michael G. Andrews, Tara L. Heath, Frank H. Smalla, and Matthew D. Murphy of The Boston Beer Company, Inc. ("Boston Beer"), or any one of them acting singly and with full power of substitution, the undersigned's true and lawful attorney-in-fact to: 1. Execute for and on behalf of the undersigned, in the undersigned's capacity as an Officer or both of Boston Beer, Forms 3, 4, and 5 (and any amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules thereunder; 2. Do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendments thereto, and timely file such form with the U.S. Securities and Exchange Commission (the "SEC") and any securities exchange or similar authority, including without limitation the filing of a Form ID or any other documents necessary or appropriate to enable the undersigned to file the Forms 3, 4, and 5 electronically with the SEC; 3. Seek or obtain, as the undersigned's representative and on the undersigned's behalf, information on transactions in Boston Beer's securities from any third party, including brokers, employee benefit plan administrators, and trustees, and the undersigned hereby authorizes any such person to release any such information to each of the undersigned's attorneys-in-fact appointed by this Limited Power of Attorney and approves and ratifies any such release of information; and 4. Take any other action in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by or for, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney shall be in such form and shall contain such information and disclosure as such attorney-in-fact may approve in such attorney-in-fact's reasonable discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever required, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in- fact, in serving in such capacity at the request and on the behalf of the undersigned, are not assuming, nor is Boston Beer assuming, any of the undersigned's responsibilities to comply with, or any liability for the failure to comply with, any provision of Section 16 of the Exchange Act. This Limited Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 or 5 with respect to the undersigned's holdings of and transactions in securities issued by Boston Beer, unless earlier revoked by the undersigned in a signed writing delivered to the relevant attorney- in-fact. Notwithstanding the foregoing, this Limited Power of Attorney shall be automatically revoked with respect to any of the particular attorneys-in-fact in the event that such attorney-in-fact is no longer employed by Boston Beer. This Limited Power of Attorney shall not be affected by the undersigned's subsequent disability or incapacity. EXECUTED as a sealed instrument this 2nd day of March, 2020. /Carolyn L. O'Boyle/ ____________________ Signature Carolyn L. O'Boyle, Cheif People Officer COMMONWEALTH OF MASSACHUSETTS ) ) ss. COUNTY OF SUFFOLK ) March 2, 2020 Then personally appeared the above-named Carolyn L. O'Boyle and acknowledged the foregoing instrument to be his/her free act and deed, before me, /s/ Michael G. Andrews Notary Public: Michael G. Andrews My Commission Expires: December 11, 2020