Jim Koch
BOSTON BEER COAbout Jim Koch
Founder of The Boston Beer Company (1984), Chairman since 1995, and former CEO until January 2001; age 75. He is a Class B Director nominee and a non‑independent, employee Director; he also serves on Beyond Meat’s Board (Risk Committee) since May 2023 . FY2024 company performance included net revenue up 0.2% to ~$2.01B, GAAP net income of $59.7M, depletions down ~2%, and operating cash flow of $249M . Over the last five fiscal years, SAM’s TSR was $79.50 versus $129.12 for the S&P 500 Beverages Index for 2024 (value of $100 invested at Jan 1, 2019), framing relative shareholder value creation while management’s pay-for-performance metrics focused on Depletions Growth, EBIT, and Focused Cost Savings .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Boston Beer Company | Founder & CEO | 1984–Jan 2001 | Built SAM from start-up to leading craft brewer; established core brands and operating model . |
| The Boston Beer Company | Chairman | 1995–Present | Stewarded strategy, brand development, governance; controls Class B voting rights . |
| International consulting firm (manufacturing focus) | Consultant | Pre‑1984 | Manufacturing-focused advisory experience prior to founding SAM . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Beyond Meat, Inc. | Director; Risk Committee | May 2023–Present | Risk oversight; cross‑industry perspective for CPG operations and governance . |
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Base Salary | $478,404 | Employee Director compensation table. |
| Bonus (2024, paid 2025) | $0 | Koch elected not to receive a bonus to allow allocation to other coworkers . |
| All Other Compensation | $14,672 | Life insurance, disability, 401(k) match, HSA contributions, etc. . |
| Total | $493,076 | Sum of components. |
Performance Compensation
Koch did not receive a 2024 bonus or equity awards; SAM’s incentive framework for NEOs (not applied to Koch in 2024) is shown for context.
| Metric | Weighting | 2024 Target Scale (examples) | 2024 Actual | Payout Factor |
|---|---|---|---|---|
| Depletions Growth (%) | 50% (2023–2024) | 0% payout at ≤ -4%; 100% at >0%; 250% at ≥ +4% | -2% | 46% achievement . |
| EBIT ($M) | 30% (2023–2024) | 0% at ≤ $100; 100% at $138; 250% at ≥ $180 | ~$144.6 | 129% achievement . |
| Focused Cost Savings ($M) | 20% (2019–2024) | 0% at ≤ $33; 100% at $53; 250% at ≥ $78 | $61.6 | 143% achievement . |
| Bonus Pool Funding | — | — | — | Company funded at 95% after 90% overall achievement . |
| Performance‑based RSUs | — | Vest on Net Revenue CAGR FY2026 vs FY2023 | Company‑level metric | Eligible NEOs only; Koch not granted 2024 equity . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 2,271,472 shares; 20.1% of total outstanding (Class A + Class B) as of 3/19/2025 record date . |
| Composition & Footnotes | 12,227 Class A (direct); 2,068,000 Class B (all outstanding); options to acquire 4,056 Class A (currently exercisable or within 60 days); 23,486 Class A for benefit of his children; 122,923 Class A via family foundation; 5,000 Class A held as trustee/sole beneficiary; includes 35,780 Class A reported as beneficially owned by spouse Cynthia A. Fisher (trusts), as to which Koch disclaims beneficial ownership . |
| Vested vs Unvested | Options noted are currently exercisable or within 60 days; RSUs not disclosed for Koch in 2024 . |
| Pledging/Hedging | Prohibited for Directors/Officers/Insiders under Insider Trading Policy and separate 2013 Board policy; annual certification required . |
| Ownership Guidelines | Director Stock Ownership & Retention Guidelines: Target Ownership equals 4× annual base salary for employee Directors; until achieved, sales prohibited with limited exceptions . |
| Trading Windows | Trading restricted to defined windows or under approved 10b5‑1 plans for Insiders . |
Employment Terms
| Provision | Key Terms |
|---|---|
| Stockholder Rights Agreement | While employed, Koch will devote full‑time (40 hours/week) effort reasonably necessary to perform duties; benefits no less favorable than those provided to him by the prior limited partnership . |
| Non‑Compete | Full‑time coworkers (including NEOs) required to sign non‑competition agreements; all non‑CBA coworkers are at‑will . |
| Clawback Policy | Amended Oct 2, 2023: company will promptly recover excess incentive compensation from any Executive Officer upon an accounting restatement, regardless of misconduct . |
| Change‑in‑Control (CIC) | For LTE awards (company‑wide policy): CIC defined as if Chairman C. James Koch and/or his family cease to control a majority of Class B shares; LTE awards granted 2016–2024 vest on double‑trigger (CIC + termination without cause/good reason within 12 months). Older LTE awards (≤2015) single‑trigger vest on CIC. Special 2021 awards for Burwick tie CIC to Koch ceasing to be Chairman . |
Board Governance
- Board Service: Director since 1995; current Class B Director nominee; Committees: none; not independent and therefore ineligible for committee service .
- Control & Voting: As holder of all Class B voting rights, Koch elects six Class B Directors and ratifies the auditor, giving him majority election power; the Nominating/Governance Committee acts “in concert with” Koch on Board composition due to his control of Class B voting rights .
- Attendance: In FY2024, there were five regular Board meetings; each Director attended at least 75% of Board and committee meetings; all Directors attended the 2024 Annual Meeting .
- Lead Independent Director: Julio N. Nemeth; Compensation Chair; also on Nominating/Governance .
- Succession Protocol: Formal protocol added to Corporate Governance Guidelines following 2024 AGM for untimely death of Mr. Koch .
Director Compensation
Non‑Employee Director policy (for context): $75,000 annual cash retainer; $20,000 Lead Director; $20,000 committee chair; $10,000 per committee membership; annual equity grants of options and RSUs each valued at ~$65,000; RSUs vest after one year; options fully vested at grant, 10‑year term and priced at prior trading day close . Koch, as an employee Director, received salary and benefits but no director equity or bonus for 2024; total $493,076 .
Equity Ownership & Alignment — Detailed Breakdown
| Holder/Vehicle | Shares | Notes |
|---|---|---|
| Class B (direct) | 2,068,000 | All outstanding Class B shares held by Koch . |
| Class A (direct) | 12,227 | Direct holdings . |
| Options (exercisable ≤60 days) | 4,056 | Currently exercisable or within 60 days . |
| Children’s benefit | 23,486 | For benefit of his children (Koch has voting/investment power) . |
| Family foundation | 122,923 | Koch sole member . |
| Trust (sole beneficiary) | 5,000 | Held as trustee . |
| Spouse’s trusts (reported) | 35,780 | Reported in Koch’s line; Koch disclaims beneficial ownership . |
| Total & % ownership | 2,271,472; 20.1% | Percent includes Class A + Class B as specified . |
Compensation Structure Analysis
- Cash vs Equity Mix: Koch’s 2024 compensation is predominantly fixed cash (salary); he elected to forego bonus and received no equity grants, indicating low at‑risk pay relative to NEOs .
- Performance Metric Rigor: Company bonus scale leverages three operating metrics with non‑linear payout curves; FY2024 funding at 95% reflected mixed results (EBIT and cost savings above target, depletions below), suggesting discipline in variable compensation .
- Hedging/Pledging: Strict prohibitions and annual certifications reduce misalignment risk and potential forced selling via margin/pledges .
- Ownership Guidelines: Director Target Ownership of 4× salary creates long‑term alignment; sales restricted until target met .
Related Party & Interlocks
- Spousal Relationship: Cynthia A. Fisher (spouse) serves on SAM’s Board; she is a Class B Director nominee and non‑independent; her beneficial holdings are also disclosed separately .
- Governance Safeguards: Independent committees (Audit, Compensation, Nominating/Governance) exclude non‑independent Directors, with Lead Independent Director structure in place .
Investment Implications
- Alignment: Koch’s substantial long‑term ownership and Class B control strongly align him with long‑term value creation, while hedging/pledging bans mitigate selling pressure and alignment risks .
- Governance Risk: Dual roles and concentrated voting control (plus spouse on Board) pose independence concerns; however, independent-only committees, a Lead Independent Director, and formal succession protocols partially offset governance risk .
- Incentive Signals: Koch’s choice to forego bonus and lack of equity grants in 2024 suggest conservative, non‑inflationary compensation; company variable pay tied to EBIT, depletions, and cost savings indicates operationally driven incentives, with 2024 results yielding sub‑par TSR vs peers and mixed operating outcomes .
- Trading/Retention: With no pledging and trading restricted to windows or 10b5‑1 plans, near‑term insider selling pressure from Koch appears structurally limited; retention risk is low given founder status and Stockholder Rights Agreement terms .