Lesya Lysyj
BOSTON BEER COAbout Lesya Lysyj
Chief Marketing Officer at The Boston Beer Company since April 2019, with 30+ years of food and beverage marketing leadership at Welch’s (President U.S. Sales & Marketing, 2017–2019), Weight Watchers (President North America, 2013–2015), Heineken USA (CMO, 2011–2013), and Kraft Foods (1990–2011). Age 62; tenure ~6 years as of 2025 . Company performance context for FY2024: net revenue ~$2.01B (+0.2% YoY), gross margin 44.4% (+200 bps), GAAP net income $59.7M (down $16.6M YoY), depletions down ~2%; cash from operations $249M; cash and equivalents $211.8M . Company TSR (value of $100 invested) stood at $79.50 as of FY2024; peer group (S&P 500 Beverages Index) at $129.12 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Welch’s Foods | President U.S. (Sales & Marketing) | 2017–2019 | Led U.S. sales and marketing strategy and execution |
| Weight Watchers International | President, North America | 2013–2015 | Oversaw NA commercial strategy and growth initiatives |
| Heineken USA | Chief Marketing Officer | 2011–2013 | Brand portfolio marketing leadership in U.S. beer |
| Kraft Foods (incl. Cadbury) | VP Marketing, Confectionary; EVP Marketing, Cadbury | 1990–2011 | Category leadership; portfolio, brand and consumer marketing |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $515,557 | $527,526 | $542,377 |
| Annual Bonus ($) | $84,000 | $332,500 | $334,917 |
| Target Bonus % of Salary | — | — | 65% |
Performance Compensation
Cash Bonus Program – FY2024 Metrics and Outcomes
| Metric | Weight | 100% Payout Target | Actual FY2024 | Scale Achievement | Notes |
|---|---|---|---|---|---|
| Depletions Growth | 50% | >0% YoY | -2% | 46% | Sales by wholesalers to retailers |
| EBIT (ex-impairment & contract settlement) | 30% | $138M | ~$144.6M | 129% | EBIT equivalent to Operating Income excl. specified charges |
| Focused Cost Savings | 20% | $53M | $61.6M | 143% | Formerly “resource efficiency” |
| Company Payout Scale | — | — | — | 90% | Bonus pool funded at 95% |
| Lysyj Bonus Paid | — | — | — | — | $334,917 (paid Mar 2025) |
RSU Awards – FY2024
| Award Type | Metric | Target Shares | Grant Date Fair Value | Vesting | Payout Scale |
|---|---|---|---|---|---|
| Performance-Based RSUs | Net Revenue CAGR FY2026 vs FY2023 | 2,434 | $750,013 | Vests 3/1/2027, employment required | 0% if <0.5%; 50% at 0.5%; 100% at 2.5%; 200% at ≥4.5% |
| Time-Based RSUs | Service | 2,434 | $750,013 | 25% per year on 3/1/2025–3/1/2028 | N/A |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (shares) | 31,493; less than 1% of outstanding shares (“*” in proxy) |
| Options Exercisable ≤60 Days | 14,605 shares |
| Unvested RSUs | 10,758 shares |
| Hedging/Pledging | Prohibited for Directors, Officers, and Insiders |
| Ownership Guidelines | Director stock ownership guidelines (4x salary/fees); executive guidelines specifically noted for Chairman/CEO; not otherwise disclosed for other executives |
Outstanding Awards and Vesting (as of FY2024 Year-End)
| Instrument | Quantity | Exercise/Metric | Vesting Schedule | Status/Value Ref |
|---|---|---|---|---|
| Performance Options (2021) | 182 | $1,028.71 | 1/3 each on 3/1/2023–2025 (performance met Feb 2023) | Out-of-the-money vs $299.98 YE price |
| Performance Options (2023) | 1,697 | $323.80 | 1/3 each on 3/1/2025–2027 (performance met Feb 2025) | Out-of-the-money vs $299.98 YE price |
| RSUs (2021 grant) | 60 | — | 25% annually 3/1/2022–2025 | Unvested at YE |
| RSUs (2022 grant) | 330 | — | 25% annually 3/1/2023–2026 | Unvested at YE |
| RSUs (2023 grant) | 638 | — | 25% annually 3/1/2024–2027 | Unvested at YE |
| Performance RSUs (2024 grant) | 2,434 | Net Rev CAGR FY26/FY23 | Vests proportionally on 3/1/2027 if targets met | Unvested at YE |
| Time-Based RSUs (2024 grant) | 2,434 | — | 25% annually 3/1/2025–2028 | Unvested at YE |
In/Out-of-the-Money Option Analysis (as of 12/28/2024)
| Grant | Exercise Price | YE Market Price | In-the-Money? |
|---|---|---|---|
| 2021 Performance Options | $1,028.71 | $299.98 | No |
| 2023 Performance Options | $323.80 | $299.98 | No |
Employment Terms
| Topic | Disclosure |
|---|---|
| Employment Start Date | April 2019 (joined as CMO) |
| Employment Status | At-will; non-competition agreements required for NEOs |
| Severance | No employment agreements or severance arrangements for currently serving NEOs as of 12/28/2024 |
| Change-in-Control (CoC) | Double-trigger on equity awards granted 2016–2024 (accelerated if CoC plus termination without cause/good reason within 12 months); CoC defined by loss of Koch family control of Class B |
| Clawback | Clawback policy effective Oct 2, 2023; recovery of excess incentive comp upon accounting restatement; no recoveries to date |
| Hedging/Pledging | Prohibited for Directors, Officers, Insiders |
Compensation Structure Notes
- FY2024 bonus targets for NEOs weighted 50% depletions, 30% EBIT, 20% focused cost savings; Company achieved 90% on scale, bonus pool funded at 95% .
- FY2024 Lysyj grants emphasize RSUs over options; annual grants shifted to performance-based RSUs to improve retention certainty while maintaining performance alignment; options still used selectively (e.g., CEO recruitment) .
Related Party and Governance Signals
- No material related party transactions since Jan 1, 2024; governance policies require Audit Committee review of any such transactions .
- Say-on-Pay 2024 approval ~94.4% .
- Compensation peer group maintained with FW Cook benchmarking (reaffirmed Oct 2023) .
Investment Implications
- Pay-for-performance alignment: Lysyj’s cash incentive tied to depletions/EBIT/cost savings delivered a $334,917 payout on 95% funded pool, with a 65% of salary target—closely linked to Company operating execution .
- Retention risk: Significant multi-year unvested RSUs (2021–2024 grants) and a large 2024 performance RSU contingent on net revenue CAGR through FY2026 with vest on 3/1/2027 create retention hooks; retirement provision can permit post-retirement vesting if age/service criteria met .
- Near-term selling pressure: Options are out-of-the-money at YE ($299.98 vs strikes $323.80 and $1,028.71), reducing exercise-driven supply; RSU vesting dates (each March 1) may create periodic supply, notably 25% of 2024 time-based RSUs annually through 2028 and potential performance RSU cliff in 2027 .
- Alignment safeguards: Prohibitions on hedging/pledging and an adopted clawback reduce governance risk signals; absence of severance/golden parachute cash benefits for currently serving NEOs limits parachute concerns—equity accelerated only under double-trigger CoC .