Cynthia Swanson
BOSTON BEER COAbout Cynthia L. Swanson
Independent Class A Director at The Boston Beer Company (SAM); age 63; director since July 2023. She brings 30+ years of senior financial leadership in beverages, including CFO roles spanning PepsiCo Europe & Sub-Sahara Africa and PepsiCo Americas Beverages. She serves on SAM’s Audit and Compensation Committees and is designated an “audit committee financial expert.” Other current public company directorships: none .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PepsiCo (Europe & Sub Sahara Africa) | Chief Financial Officer | Jan 2017 – Mar 2020 | Senior regional finance leadership; multi-market beverage CFO scope |
| PepsiCo Americas Beverages | Chief Financial Officer | Sep 2005 – Dec 2016 | Led finance for large-scale beverage operations across the Americas |
| PepsiCo Global M&A & Merger Integration | Senior Vice President | 2002 – 2005 | Led global M&A and integration initiatives |
| Frito-Lay International (Latin America, Asia Pacific & Australia) | Chief Financial Officer | 2000 – 2002 | Regional CFO across multiple continents |
| Pepsi-Cola International (Central Europe) | Vice President & Chief Financial Officer | 1993 – 1999 | Regional CFO, Central Europe |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Women In Need, Inc. (non-profit) | Director | 2013 – 2016 | Focused on breaking the cycle of homelessness for women and children |
| Other public company boards | — | — | None |
Board Governance
- Independence: Classified as independent under NYSE and SEC standards; only independent directors serve on Audit/Comp/Nominating-Gov committees. All three Class A director nominees (including Swanson) are independent .
- Committees: Audit Committee and Compensation Committee member; Audit currently comprised of Joyce, Swanson, Valette (Chair), and Jordan; all four designated “audit committee financial experts” .
- Chair roles: No chair roles disclosed for Swanson; current chairs are Nemeth (Comp), Joyce (Nom/Gov), Valette (Audit – retiring in May 2025; reassignments to be set at May 2025 meetings) .
- Attendance: In FY 2024 the Board met 5 times; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting .
- Executive sessions: Independent directors met in executive session four times in FY 2024 .
- Related-party oversight and conflicts: Company maintains a formal Related Party Transactions Policy under Audit Committee oversight; since Jan 1, 2024, no material related party transactions were entered into (historical Dogfish Head/Calagione items disclosed and approved previously). No Swanson-related transactions disclosed .
- Hedging/pledging: Directors are prohibited from hedging or pledging company stock; annual certification required; no violations known .
Fixed Compensation (Director)
- Director pay program (effective Feb 2023): $75,000 annual cash retainer; $20,000 Lead Director retainer; $20,000 committee chair retainer; $10,000 per-committee member retainer; annual equity of ~$65,000 options and ~$65,000 RSUs; one-time initial awards of similar size upon first-time election/appointment; mid-year pro-rata as applicable .
| Component (FY 2024) | Amount |
|---|---|
| Fees Paid in Cash | $95,000 |
| Option Awards (grant-date fair value) | $65,173 |
| RSU Awards (grant-date fair value) | $65,017 |
| Total | $225,190 |
Note: Her $95,000 cash aligns with $75,000 base retainer plus two committee memberships ($10,000 each) .
Performance Compensation (Equity Awards and Vesting Terms)
Directors receive equity but not performance-conditioned awards (no operational/TSR metrics). Options vest immediately; RSUs vest after one year of service.
| Grant Type | Grant Date | Shares/Units | Terms |
|---|---|---|---|
| Stock Options | May 7, 2024 | 568 | Exercise price $268.20; fully vested at grant; 10-year term/3-year post-service limit under Director Equity Plan . |
| RSUs | May 7, 2024 | 243 | Vest 1 year from grant, contingent on continued Board service . |
Other Directorships & Interlocks
- Other public company boards: None .
- Compensation Committee interlocks: Company discloses no interlocking relationships for any Comp Committee member (Swanson is a member) .
Expertise & Qualifications
- Designated “audit committee financial expert”; deep beverage sector finance and multinational CFO experience (PepsiCo) .
- M&A execution and integration experience from SVP Global M&A role .
- Governance participation across Audit and Compensation at SAM .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 2,089 shares; <1% of outstanding Class A |
| Unexercised option shares (director equity plan) | 1,424 shares (aggregate options subject to exercise at FY-end) |
| RSUs outstanding | Annual RSUs vesting one-year from grant (243 units granted 5/7/24); individual RSU carry not itemized in ownership table . |
| Hedging/pledging | Prohibited for directors; no violations known |
| Director ownership guidelines | Target ownership = 4x annual director cash fee; shares include unvested RSUs (not options). As of Feb 2025, 4 directors met target; 6 had not—individual compliance not disclosed . |
Governance Assessment
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Strengths supporting investor confidence:
- Independent director with deep CFO credentials; designated audit committee financial expert; sits on both Audit and Compensation, reinforcing financial oversight depth .
- No other public company directorships (reduced overboarding risk) and no disclosed related-party transactions involving Swanson .
- Good attendance disclosure (≥75%) and active independent executive sessions (4x in FY 2024) .
- Robust director equity alignment and ownership guideline framework; hedging/pledging ban reduces misalignment risk .
-
Watch items / context:
- Committee reconstitution pending after Audit Chair retirement in May 2025; monitoring post-meeting assignments (including any potential chair changes) is warranted for continuity of financial oversight .
- Company’s dual-class structure persists (board notes investor feedback but no sunset plans). Not Swanson-specific, but a structural governance consideration for board effectiveness and minority shareholder rights .
No RED FLAGS identified for Swanson (no conflicts, pledging, or attendance issues disclosed) .