Diego Reynoso
BOSTON BEER COAbout Diego Reynoso
Diego Reynoso, 49, is Treasurer and Chief Financial Officer of The Boston Beer Company (SAM), joining in September 2023 after 25+ years in finance and operations across Tyson Foods, Constellation Brands, and Beam Suntory . His compensation is aligned to company performance via cash bonuses tied to depletions growth, EBIT, and cost savings, and equity awards with performance-based vesting tied to net revenue CAGR and time-based vesting for retention . In 2024, the company achieved 90% on the Bonus Scale and funded bonuses at 95%, with Reynoso’s bonus paid at $382,470 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Boston Beer Company | Treasurer & Chief Financial Officer | 2023–Present | Leads finance, treasury, and IT; compensation tied to company performance metrics |
| Tyson Foods (Prepared Foods Division) | Chief Financial Officer | 2021–2023 | Division CFO for multinational food manufacturer; operations and finance leadership |
| Constellation Brands (Beer Division, ~$5B) | SVP & Chief Financial Officer | 2017–2021 | Finance leadership for beer division; Chicago-based |
| Beam Suntory | CFO Global Operations & Group Treasury/Tax | 2016–2017 | Global operations finance and treasury/tax leadership |
| Beam Suntory | North American CFO & GM International Markets | 2014–2016 | Regional finance leadership and GM responsibilities |
| Beam Suntory | COO & CFO North America | 2013–2014 | Operations and finance leadership for North America |
External Roles
| Organization | Role | Years | Committees |
|---|---|---|---|
| SunOpta Inc. | Director | 2023–Present | Audit Committee; Corporate Governance Committee |
Fixed Compensation
| Component | FY2024 | FY2023 |
|---|---|---|
| Base Salary (approved) | $624,000 | $600,000 (offer letter) |
| Salary Earned | $619,385 | $184,615 |
| Target Bonus % of Base | 65% (up from 60% in 2023) | 60% |
| Bonus Paid | $382,470 (paid Mar 2025, pool funded 95% after 90% achievement) | $111,000 |
| All Other Compensation | $14,672 (includes $13,800 401(k) match) | $608,359 |
| Total Compensation | $1,817,074 | $3,904,167 |
Performance Compensation
Annual Cash Incentive (FY2024)
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Depletions Growth over 2023 | 50% | Not disclosed | Included in 90% Bonus Scale achievement | Pool funded at 95% |
| EBIT (Operating Income ex. specified items) | 30% | Not disclosed | Included in 90% Bonus Scale achievement | Pool funded at 95% |
| Focused Cost Savings | 20% | Not disclosed | Included in 90% Bonus Scale achievement | Pool funded at 95% |
Equity Awards (FY2024 grants effective March 1, 2024; approved Feb 16, 2024)
| Award Type | Grant Date | Shares | Grant Date Value | Vesting | Performance Metric |
|---|---|---|---|---|---|
| Performance-Based RSUs | 3/1/2024 | 1,299 | $400,274 | Cliff vest 3/1/2027, contingent on performance & continued employment | Net revenue CAGR FY2026 over FY2023; linear scale: <0.5%→0%, 0.5%→50%, 2.5%→100%, ≥4.5%→200% |
| Time-Based RSUs | 3/1/2024 | 1,299 | $400,274 | 25% per year over four years (first vest 3/1/2025; last 3/1/2028) | |
| Stock Options | — | — | $0 (no 2024 options) | — | — |
New-Hire Equity (granted October 31, 2023 per offer)
| Award Type | Grant Date | Terms | Vesting |
|---|---|---|---|
| Special RSU | 10/31/2023 | ~$1.5M value at grant; actual units based on close price | 25% annually 3/1/2024–3/1/2027, subject to continued employment |
| Special Stock Option | 10/31/2023 | ~$1.5M Black-Scholes value; strike = prior-day close | 25% annually 3/1/2024–3/1/2027, subject to continued employment |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 20,604 shares; less than 1% of outstanding |
| Unvested RSUs (market value at FY-end stock price $299.98) | 3,374 shares ($1,012,133) from 10/31/2023 grant; 1,299 shares ($389,674) performance RSUs (3/1/2024); 1,299 shares ($389,674) time-based RSUs (3/1/2024) |
| Stock Options Outstanding | 2,429 exercisable; 7,288 unexercisable; strike $333.50; expiration 10/31/2033 |
| Vesting Schedules (key dates) | Options: 25% tranches vest each March 1 from 2024 to 2027 ; Time RSUs: 25% annually through 3/1/2028 ; Performance RSUs cliff on 3/1/2027 per CAGR scale |
| Pledging/Hedging | Company policy bans hedging and pledging by officers and directors |
| Ownership Guidelines | Director guidelines defined; “robust equity ownership guidelines” noted for Chairman/CEO; no specific CFO guideline disclosed |
Change-in-control/termination sensitivities (as of 12/28/2024, market price $301.11): immediate vest of 7,288 option shares (strike $333.50; out-of-the-money at that date) and 5,972 RSUs; aggregate gross income of $1,798,229 if shares sold at market price (from RSUs only) .
Employment Terms
- Employment, start, and structure:
- Start date: anticipated September 5, 2023; hired as CFO & Treasurer reporting to CEO .
- At-will employment; non-competition provision in Employment Agreement; company may pay $10,000 upon termination if enforcing non-compete (applies to voluntary resignation or termination for cause) .
- Compensation and relocation:
- Initial base salary (offer): $600,000 .
- Relocation: upfront cash payment of $600,000 (subject to tax), with payback 100% if voluntary termination before first anniversary; 50% before second anniversary .
- Severance and change-in-control:
- No separate employment agreements, severance arrangements, or change-in-control plans for currently serving NEOs; rights provided via Employee Equity Incentive Plan (EEIP) definitions of Change in Control and Qualified Termination (double trigger) .
- 2024 RSU grants include double-trigger Change-in-Control vesting if terminated without cause or for good reason within 12 months of Change in Control (defined by Class B control) .
- Clawback and trading policy:
- Executive Compensation Recovery Policy amended effective Oct 2, 2023 (“Clawback Policy”) to recover excess incentive compensation upon restatement, regardless of misconduct .
- Insider Trading Policy enforced; bans hedging and pledging for insiders .
Compensation Structure Observations
- Mix and shift:
- 2024 introduced performance-based RSUs for annual awards and shifted away from annual stock option awards to enhance retention certainty while maintaining performance alignment; stock options remain discretionary for specific situations .
- Pay-for-performance:
- Bonus targets increased to 65% of base for Reynoso in 2024 (from 60% in 2023); metrics weighted to depletions (50%), EBIT (30%), cost savings (20%); 2024 achievement at 90% and pool funded at 95% .
Risk Indicators & Red Flags
- Pledging/Hedging: Prohibited for officers/directors, mitigating alignment risk .
- Severance: Absence of guaranteed severance reduces fixed liability but may modestly raise retention risk vs. peers; equity programs provide retention incentives .
- Award Repricing: No repricing disclosed; options from 2023 were out-of-the-money at FY-end ($301.11 market vs $333.50 strike) .
Say-on-Pay & Peer Benchmarking
- Shareholder support: ~94.4% approval on 2024 Say-on-Pay .
- Consultant/peer input: FW Cook assessment used to benchmark practices; Committee balances market data with individual and company performance .
Expertise & Qualifications
- Industry experience: Alcoholic beverage and food sectors; senior finance and operations across Tyson Foods, Constellation Brands (beer), Beam Suntory (spirits) .
- Board qualifications: SunOpta director with Audit and Governance committee roles .
Performance Compensation – Detailed Vesting & Metrics
| Metric/Instrument | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Cash Bonus (Depletions Growth) | 50% | Not disclosed | Included in 90% achievement; pool funded 95% | Cash paid Mar 2025 |
| Cash Bonus (EBIT) | 30% | Not disclosed | Included in 90% achievement; pool funded 95% | Cash paid Mar 2025 |
| Cash Bonus (Cost Savings) | 20% | Not disclosed | Included in 90% achievement; pool funded 95% | Cash paid Mar 2025 |
| Performance RSUs (3/1/2024) | — | CAGR FY26/FY23 | Sliding scale 0–200% | Cliff vest 3/1/2027, employment required |
| Time RSUs (3/1/2024) | — | N/A | N/A | 25% per year 2025–2028 |
Investment Implications
- Alignment: Reynoso’s pay mix is heavily variable with explicit performance conditions (CAGR-based PSUs and EBIT/depletions/cost savings bonuses), signaling strong pay-for-performance alignment .
- Retention dynamics: Shift to performance RSUs for annual awards likely reduces turnover risk; multi-year vesting creates meaningful retention hooks. Lack of cash severance is offset by double-trigger equity vesting protection on change-in-control .
- Selling pressure: Near-term selling pressure looks limited—2023 special options were out-of-the-money at FY-end and performance RSUs cliff vest in 2027; time-based RSUs vest annually, but share counts per tranche are not evenly divisible, and exact future vest amounts are grant-defined, moderating predictable sale sizing .
- Ownership: Beneficial ownership is <1%, but sizable unvested RSU positions (aggregate market values at FY-end) provide meaningful alignment; company bans pledging/hedging, reducing misalignment risk .