The Boston Beer Company (SAM) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 14, 2025, at the Samuel Adams Boston Taproom in Boston, MA, with voting on director elections, executive compensation, and auditor ratification.

• The company maintains a strong portfolio with leading brands in several beverage categories and continues to focus on innovation and growth.

• Leadership changes include the retirement of a long-time director and the appointment of two new board members in July 2024.

• The board size was reduced from ten to nine directors following the retirement of Jean-Michel Valette.

Voting matters and shareholder proposals

• Class A stockholders will elect three directors and vote on an advisory say-on-pay proposal.

• Class B stockholder will elect six directors and ratify the selection of Deloitte & Touche LLP as the independent auditor for fiscal 2025.

• Board recommends voting for all director nominees, for the say-on-pay proposal, and for auditor ratification.

Board of directors and corporate governance

• The board consists of nine directors with diverse backgrounds in beverage, technology, and consumer goods.

• Majority of the board is independent, and only independent directors serve on key committees.

• The roles of CEO and Chairman are separated, and a Lead Director position coordinates activities of non-employee directors.

• The board conducts regular executive sessions and annual self-assessments.

• Succession planning protocols were formalized in December 2024.