Julio Nemeth
BOSTON BEER COAbout Julio N. Nemeth
Julio N. Nemeth (age 64) is an independent Class B Director of The Boston Beer Company (SAM), serving since 2020; he was appointed Compensation Committee Chair and joined the Nominating/Governance Committee in May 2023, and became Lead Director in May 2024 . He previously served as Chief Product Supply Officer at Procter & Gamble (P&G) from 2019 until retirement in June 2023, with 40+ years of operations, engineering, supply chain, and general management experience; he led P&G’s global product supply (58,000 employees, 100+ plants, ~200 DCs) and sponsored P&G’s Hispanic Leadership Team and People with Disabilities Network . Nemeth is classified as independent under NYSE/SEC standards; only independent directors may serve on SAM’s audit, compensation, nominating/governance committees or as Lead Director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Procter & Gamble (NYSE: PG) | Chief Product Supply Officer | 2019–Jun 2023 | Led global product supply: 58k employees, 100+ plants, ~200 DCs; executive sponsor for Hispanic Leadership & PwD networks |
| Procter & Gamble | President, Global Business Services | 2015–2019 | Enterprise services leadership (global scale) |
| Procter & Gamble | SVP, Product Supply, Global Operations | 2013–2014 | Global operations and supply chain leadership |
| Union Carbide (Brazil) | Project Engineer | 1987–1990 | Engineering roles |
| Fabirnor (Argentina) | Design Engineer | 1984–1987 | Engineering roles |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| WK Kellogg Co | Director | Nov 2023–present | Audit; Nominating/Governance |
Board Governance
- Independence: Nemeth is one of two independent Class B nominees (with Biz Stone) and qualifies under NYSE/SEC standards .
- Roles: Lead Director since May 2024; Compensation Committee Chair; Nominating/Governance Committee member .
- Lead Director responsibilities include presiding over executive sessions, agenda review, liaison among directors and management, and advising on advisors/consultants .
- Attendance: In FY2024 the Board held five regular meetings; each director attended ≥75% of board and committee meetings; independent directors met in executive session four times .
- Committee activity (FY2024): Audit (4 meetings), Compensation (3), Nominating/Governance (4) .
- Committee eligibility: Only independent directors can serve on Audit, Compensation, Nominating/Governance; Nemeth’s roles comply .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Non-employee director standard |
| Lead Director retainer | $20,000 | Annual payment for Lead Director |
| Committee Chair retainer (Compensation) | $20,000 | Annual payment for chair |
| Committee Member retainer (Nominating/Gov) | $10,000 | Annual payment per committee |
| Total cash fees (FY2024 actual) | $125,000 | Sum of components above |
- Equity Plan mechanics for directors: Options and RSUs granted annually (~$65,000 each at grant-date fair value); options fully vested on grant and expire after 10 years or 3 years post-board service; RSUs vest one year from grant contingent on continued board service .
- FY2024 grants (standard cycle): On May 7, 2024, directors elected at the annual meeting received options for 568 Class A shares at $268.20 and 243 RSUs (Nemeth was an incumbent receiving annual awards) .
Performance Compensation
| Instrument | Grant date | Shares | Exercise Price | Grant-date Fair Value | Vesting |
|---|---|---|---|---|---|
| Stock Options | May 7, 2024 | 568 | $268.20 | $65,173 | Fully vested at grant; expire after 10 years or 3 years post-service |
| RSUs | May 7, 2024 | 243 | N/A | $65,017 | Vest 1 year from grant contingent on board service |
- Director equity awards are time-based; no performance metrics or financial targets apply to director compensation at SAM .
Other Directorships & Interlocks
| Company | Relationship to SAM | Interlock/Conflict Notes |
|---|---|---|
| WK Kellogg Co | Cereal manufacturer | No related-party transactions disclosed involving Nemeth; SAM reported no material related-party transactions since Jan 1, 2024 (noted transactions involve Dogfish Head-related entities), and only independent directors serve on key committees . |
Expertise & Qualifications
- 40+ years in operations, engineering, procurement, manufacturing, quality, distribution, innovation, and supply chain, including leadership of P&G’s global product supply network .
- Governance roles: Compensation Chair, Lead Director, member of Nominating/Governance; independent status under NYSE rules .
- External oversight experience on Audit and Nominating/Governance committees at WK Kellogg Co .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 3,862 shares | <1% of Class A; includes direct/derivative holdings per SEC rules |
| Options held (aggregate option shares) | 3,415 shares | Director Equity Plan options outstanding as of year-end |
| Unvested RSUs (policy) | RSUs vest in 1 year | Directors’ RSUs vest contingent on service; company prohibits hedging/pledging |
| Ownership guidelines | 4× annual cash fee target | Directors must endeavor to meet target; until met, sales are restricted; 4 directors achieved target, 6 not yet (individual status not disclosed) |
- Hedging/pledging: Prohibited for directors and insiders; no known violations since adoption .
Governance Assessment
- Strengths: Independent Lead Director with defined responsibilities; Nemeth chairs Compensation Committee and serves on Nominating/Gov, reinforcing independent oversight of pay and governance; attendance thresholds met; only independent directors on key committees .
- Alignment: Director pay uses mix of cash plus time-based equity; RSUs and options provide ownership exposure; stock ownership guidelines (4× retainer) and sale restrictions until target is met support alignment, though individual compliance not disclosed .
- Compensation committee process: Use of independent consultant FW Cook; annual benchmarking and structured bonus/equity programs for executives overseen by the committee chaired by Nemeth .
- RED FLAGS: None disclosed specific to Nemeth. No related-party transactions involving Nemeth; company bans hedging/pledging; dual-class structure persists (investor feedback noted), but not a Nemeth-specific conflict . Committee assignments may be re-set post-May 2025 due to Valette retirement (audit chair vacancy), but Nemeth’s Comp Chair/Lead Director roles are established .
Appendix: Director Compensation (FY2024 actual)
| Name | Fees Paid in Cash | Option Awards | RSU Awards | Total |
|---|---|---|---|---|
| Julio N. Nemeth | $125,000 | $65,173 | $65,017 | $255,190 |
Notes: Director equity award details and mechanics summarized in Fixed/Performance Compensation sections .