Cynthia Fisher
BOSTON BEER COAbout Cynthia A. Fisher
Cynthia A. Fisher (age 64) has served on The Boston Beer Company’s Board since 2012 as a Class B director; she is not independent and serves on no Board committees. Fisher is an entrepreneur and investor, Founder and Chairman of PatientRightsAdvocate.org (since 2017) and Co‑Founder/Chairman of PowertothePatients.org (since 2021); she is the spouse of Chairman C. James Koch, which creates related independence considerations given Boston Beer’s dual‑class structure and Koch’s control of Class B votes .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ViaCord, Inc. | Founder; Chairman & CEO | Founded 1992; CEO 1993–2000 | Built cord blood stem cell banking business; later folded into ViaCell |
| ViaCell, Inc. | Co‑Founder; President; Director | Founded 2000; IPO 2005; sold 2007 | Led cellular medicines growth to successful exit (sale to PerkinElmer in 2007) |
| WaterRev, LLC | Managing Director | Since 2011 | Invests in tech enabling sustainable water use |
External Roles
| Organization | Role | Tenure | Committees/Details |
|---|---|---|---|
| Easterly Government Properties, Inc. (NYSE: DEA) | Director | Since 2015 | Chairs Nominating & Corporate Governance; member of Audit and Compensation Committees |
| PatientRightsAdvocate.org | Founder & Chairman | Since 2017 | Healthcare price transparency advocacy |
| PowertothePatients.org | Co‑Founder & Chairman | Since 2021 | Advocacy for upfront pricing; patient protections |
| FitMoney.org; National Park Foundation; Florida Council of 100; Library of Congress Trust Fund | Director/Trustee | Various | Non‑profit governance |
Board Governance
- Committee assignments at SAM: none (non‑independent directors are not eligible for Audit, Compensation, or Nominating/Governance committees) .
- Independence: not independent; only certain Class A nominees and two Class B nominees (Nemeth, Stone) are independent under NYSE/SEC standards .
- Attendance and engagement: the Board met 5 times in FY2024; each Director attended at least 75% of aggregate Board and applicable committee meetings, and all Directors attended the 2024 Annual Meeting .
- Election mechanics: Koch, as holder of Class B voting rights, elects a majority (six Class B directors), including Fisher—an investor confidence consideration in dual‑class governance .
Fixed Compensation
| Component (FY2024) | Detail | Amount |
|---|---|---|
| Annual cash retainer | Non‑Employee Director retainer | $75,000 |
| Annual option award | Grant date 5/7/2024; 568 options; exercise price $268.20; fully vested at grant; 10‑yr term (or 3 yrs post‑Board service) | $65,173 fair value; 568 options at $268.20 |
| Annual RSU award | Grant date 5/7/2024; 243 RSUs; vest after 1 year contingent on continued service | $65,017 fair value; 243 RSUs |
| Total FY2024 Director comp | Cash + equity grants | $205,190 |
Notes:
- Director compensation schedule (effective Feb 2023) includes annual equity of approx. $65k options and $65k RSUs; cash retainer $75k; additional chair/member fees (not applicable to Fisher in 2024 due to no committee roles) .
Performance Compensation
- None disclosed for directors. Boston Beer’s director equity (RSUs/options) is time‑based or fully vested at grant; no performance metrics tied to director awards .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock/Conflict |
|---|---|---|---|
| Easterly Government Properties (DEA) | Director | Chairs Nom/Gov; member Audit & Compensation | No disclosed transactional ties to SAM |
| Spousal relationship | Spouse of SAM Chairman C. James Koch | — | Governance red flag: not independent; elected via Class B voting controlled by spouse |
Expertise & Qualifications
- Entrepreneurial leadership; strategy, operations, and consumer marketing expertise (founder/operator track record at ViaCord/ViaCell; investment at WaterRev) .
- Public board governance experience (DEA chair of Nom/Gov; audit and compensation committee service) .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 213,548 shares | 2.3% of Class A outstanding |
| Ownership % of shares outstanding | 2.3% | Percent of Class A shares |
| Directly held | 1,967 shares | Direct ownership |
| Options exercisable (≤60 days) | 8,855 shares | Director options |
| Unvested RSUs | 243 shares | 5/7/2024 grant vesting after one year |
| Trust/indirect holdings | 2,532 shares (children trusts); 33,248 shares (generation‑skipping trusts); 20,537 shares (LLC trustee) | Voting/investment power details; some positions with disclaimers of beneficial ownership |
| Spousal/related positions disclosed | 23,486 shares (children’s benefit, sole voting by Koch; Fisher disclaims); 122,923 shares (family foundation, beneficially owned by Koch; Fisher disclaims) | Disclosure context and disclaimers noted |
| Shares pledged/hedged | None disclosed; company bans hedging/pledging and knows of no violations | Policy applies to Directors/Officers/Insiders |
Stock ownership guidelines for Directors require target ownership of 4x annual base cash Director fee; company reported 4 Directors at/above target and 6 below as of Feb 2025 (individual compliance not disclosed) .
Governance Assessment
- Independence and committee eligibility: Fisher is not independent and serves on no committees; combined with dual‑class control by her spouse (Chairman Koch), this is a governance overhang that can reduce perceived board independence and investor influence over majority Board seats .
- Attendance/engagement: Board‑level attendance thresholds met (≥75%) and annual meeting attended—baseline engagement signal .
- Compensation/ownership alignment: Director pay is moderate with annual cash retainer and equity grants; Fisher’s significant beneficial ownership (2.3% of Class A) supports alignment, though some holdings are via trusts and include positions with disclaimers of beneficial ownership .
- Conflicts/related‑party exposure: No Fisher‑specific related‑party transactions disclosed in FY2024; Board maintains a formal related‑party policy and reported none material in 2024 (Calagione lease/compensation disclosed separately) .
- Risk controls: Hedging/pledging prohibited and no known violations; robust insider trading controls; director stock ownership guidelines in place—positive governance practices .
RED FLAGS: Not independent; spousal relationship to controlling Class B holder; elected via dual‑class structure—potential board effectiveness and minority shareholder rights concerns .
Counter‑signals: Strong personal ownership stake; no disclosed Fisher‑specific related‑party transactions; attendance met; external public board governance experience (DEA committees) .