Carolyn O’Boyle
BOSTON BEER COAbout Carolyn O’Boyle
Carolyn L. O’Boyle, 46, is Chief People Officer at The Boston Beer Company (SAM), having joined in March 2020 after senior talent operations leadership roles at Deloitte and prior operations experience at Diageo North America . She is an NEO with compensation tied to pay-for-performance structures emphasizing depletions growth, EBIT, and focused cost savings for annual cash bonuses, and multi‑year net revenue CAGR for equity vesting . Company performance most relevant to 2024 compensation included net revenue growth of 0.2%, gross margin of 44.4% (+200 bps YoY), and GAAP net income of $59.7M, with depletions down ~2%; operating cash flow was $249M and cash/equivalents $211.8M . Say‑on‑pay support was 94.4% in 2024, indicating investor acceptance of executive pay programs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Deloitte Services LP | National Managing Director, Talent Operations; COO for Talent | 2013–2020 | Led enterprise talent operations, rewards, analytics, and shared services, informing current CPO performance systems . |
| Deloitte | Various senior roles | 2005–2013 | Built expertise in talent strategy and operational transformation . |
| Diageo North America | Operations Manager | 2004 | Consumer goods operations experience relevant to SAM’s beverage workforce and supply chain interfaces . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed | — | — | No public external directorships or committee roles disclosed for O’Boyle in company filings . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 484,446 | 512,115 | 527,479 |
| All Other Compensation ($) | 15,422 | 15,492 | 15,905 |
| Total Cash ($) | 621,946 | 527,607 | 543,384 |
| FY 2025 Base Salary | Effective Date |
|---|---|
| $546,364 (3% increase) | March 2, 2025 |
Notes:
- FY 2024 approved base salary was $530,450; merit increase effective March 2, 2024; actual earned $527,479 .
- All NEOs received 401(k) matching contributions of $13,800 in 2024 included within “All Other Compensation” .
Performance Compensation
Annual Cash Bonus – Structure and 2024 Outcome
| Component | Weight | Target for 100% Funding | Actual FY 2024 | Component Funding | Resulting Pool Funding |
|---|---|---|---|---|---|
| Depletions Growth (%) | 50% | >0% | -2% | 46% | 90% scale achieved; pool funded at 95% |
| EBIT ($M) | 30% | 138 | ~144.6 | 129% | |
| Focused Cost Savings ($M) | 20% | 53 | 61.6 | 143% |
| Executive | Target Bonus % of Salary | 2024 Bonus Paid (Mar 2025) |
|---|---|---|
| Carolyn O’Boyle | 65% | $325,718 |
Committee retained discretion to adjust payouts ±10% for “successful” and ±30% for “exceptional” individual performance; could reduce to $0 for “unsatisfactory” .
Equity Incentives – Grants and Vesting Terms
| Grant Type | Grant Date | Target Shares | Grant-Date Fair Value | Vesting Schedule | Performance Metric |
|---|---|---|---|---|---|
| Time-Based RSUs | Mar 1, 2024 | 2,434 | $750,013 | 25% annually, 2025–2028, service-contingent | — |
| Performance-Based RSUs | Mar 1, 2024 | 2,434 | $750,013 | Cliff vest Mar 1, 2027; service-contingent | Net revenue CAGR FY2026 over FY2023: <0.5%=0%; 0.5%=50%; 2.5%=100%; ≥4.5%=200% |
| Special Performance RSU | Mar 1, 2025 | Value $1,000,000 | Determined at close price Feb 28, 2025 | 50% immediate upon achievement; 25% next Mar 1; 25% following Mar 1 | Positive depletions growth on 3Q rolling basis achieved by Q3’26–Q1’27 window; initial review Oct 2025 |
| 2025 Time-Based RSUs | Mar 1, 2025 | Value $300,000 | Determined at close price Feb 28, 2025 | 25% annually, 2026–2029, service-contingent | — |
| 2025 Performance RSUs | Mar 1, 2025 | Value $300,000 | Determined at close price Feb 28, 2025 | Cliff vest Mar 1, 2028; service-contingent | Net revenue CAGR FY2027 over FY2024: ≤-3%=0%; flat=100%; ≥+3%=200% with linear scale |
Change-in-control treatment (double-trigger) applies to equity grants: immediate vesting if employment terminates without cause/for good reason within 12 months post‑CIC; CIC defined by loss of majority control of Class B shares by Chairman Jim Koch/family .
Equity Ownership & Alignment
| Ownership Component | Amount | Notes |
|---|---|---|
| Beneficial ownership (all forms) | 21,099 shares; <1% | As of record date; includes options exercisable within 60 days and unvested RSUs (6). |
| Options exercisable (≤60 days) | 8,062 | Included in beneficial ownership (6). |
| Unvested RSUs | 11,634 | Included in beneficial ownership (6). |
| Investment Shares purchased | 95 | Under ISP on Mar 1, 2024; vest 20%/yr over 5 years . |
| Pledging/Hedging | Prohibited | Hedge, pledge, short sales, margin accounts banned for Directors/Officers/Insiders; annual certifications required . |
| Trading windows | Restricted | Officers/insiders trade only in open windows or under approved 10b5‑1; pre‑clearance encouraged . |
Outstanding awards detail at FY2024 year‑end:
- Options: 7,030 (2020 grant, $370.79 strike); 311 (2021 grant, $1,028.71 strike; 156 unexercisable); 1,697 (2023 grant, $323.80 strike; all unexercisable until scheduled) .
- RSUs: 52 (2021 grant), 283 (2022 grant), 638 (2023 grant), plus 2,434 time‑based and 2,434 performance‑based from 2024 grants .
- With FY2024 close price ~$299.98, all listed options are out‑of‑the‑money, implying zero intrinsic value; RSUs carry full market value upon vesting .
Employment Terms
- Employment start date/tenure: Joined SAM March 2020; 5+ years tenure by 2025 .
- At-will; non-compete: All full-time coworkers including NEOs have non‑competition agreements; employment is at‑will unless covered by CBA .
- Severance/COC: No severance agreements or standalone COC plans as of Dec 28, 2024; equity awards governed by EEIP with CIC definitions and double‑trigger acceleration for awards granted 2016–2024 .
- Retirement provision: For grants on/after Feb 16, 2024, continued scheduled vesting post‑retirement if age ≥60, ≥15 years service, ≥6 months notice, and compliance with surviving covenants .
- Clawback: Restatement-based clawback policy (Oct 2, 2023) requires prompt recovery of excess incentive compensation for all executive officers regardless of misconduct; attached to 10‑K as Exhibit 97.1 .
- Ownership guidelines: Director and CEO stock ownership guidelines exist; directors target 4x retainer/salary; status reviewed Feb 2025; not disclosed for other executives .
Multi-Year Compensation Summary (O’Boyle)
| Fiscal Year | Salary ($) | Bonus ($) | RSU Awards ($) | Option Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2022 | 484,446 | 137,500 | 216,655 | 216,388 | 15,422 | 1,070,411 |
| 2023 | 512,115 | 338,000 | 275,230 | 275,162 | 15,492 | 1,415,999 |
| 2024 | 527,479 | 325,718 | 1,500,026 | 0 | 15,905 | 2,369,127 |
Performance Compensation – Detailed 2024 Table
| Metric | Weight | Target | Actual | Payout Factor | O’Boyle Bonus Outcome |
|---|---|---|---|---|---|
| Depletions Growth (%) | 50% | 0% for 100% payout | -2% | 46% | |
| EBIT ($M) | 30% | 138 | ~144.6 | 129% | |
| Focused Cost Savings ($M) | 20% | 53 | 61.6 | 143% | |
| Aggregate | — | — | — | 90% scale; 95% pool funding | $325,718 paid Mar 2025 |
Risk Indicators & Red Flags
- Hedging/Pledging: Prohibited for insiders (alignment positive) .
- Clawback: Robust, restatement-based (risk mitigation) .
- No severance: No guaranteed severance multiples for NEOs (cost containment; retention depends on equity programs) .
- Equity shift: 2024 shift from annual options to performance RSUs to improve retention certainty while preserving performance alignment (watch dilution/overhang vs. option-based leverage) .
- Trading windows: Strict windows and preclearance reduce opportunistic timing risk .
Compensation Peer Group & Say-on-Pay
- Peer group (reaffirmed Oct 2023) includes Brown‑Forman, Church & Dwight, Deckers, National Beverage, Tilray, YETI, and others; FW Cook retained since 2018 for benchmarking .
- Say‑on‑pay approval: 94.4% support at 2024 annual meeting, with ongoing shareholder engagement on compensation and governance .
Investment Implications
- Alignment and retention: O’Boyle’s mix (~65% bonus target; substantial multi‑year RSUs) ties pay to core levers—depletions, EBIT, and cost savings—and to net revenue CAGR, aligning incentives with volume/mix and profitability; upcoming RSU cliffs (2027 for 2024 performance RSUs; rolling special RSU tied to depletions) could influence management focus on sustainable topline momentum .
- Selling pressure: Time-based RSUs vest annually (Mar 1, 2025–2028) and additional 2025 time-based RSUs (Mar 1, 2026–2029), creating periodic liquidity events; options are currently OTM, reducing near-term exercise-driven selling .
- Governance safeguards: Clawback, anti‑pledging, and absence of guaranteed severance reduce downside governance risk; CIC double‑trigger equity acceleration is standard for retention but watch control dynamics given Class B structure .
- Trading signals: Monitor quarterly depletions trajectory (special RSU gate) and EBIT/cost savings delivery versus the bonus scale—beats/misses can foreshadow bonus pool funding and executive morale/retention; positive depletions could trigger special RSU vesting as early as Oct 2025, a potential catalyst for insider vesting-related activity within trading windows .