Meghan Joyce

About Meghan V. Joyce

Meghan V. Joyce (age 40) is an independent Class A director of The Boston Beer Company (SAM), serving since 2019; she is Chair of the Nominating/Governance Committee and a member of the Audit Committee . She is Co‑Founder and CEO of Duckbill Technologies (since Apr 2022), previously COO and EVP of Platform at Oscar Health (2019–Apr 2022; now Senior Advisor), and earlier held senior roles at Uber, served as a Senior Policy Advisor at the U.S. Treasury, and worked at Bain Capital and Bain & Company . She is recognized by SAM as an “audit committee financial expert” under SEC rules .

Past Roles

External Roles

Board Governance

• Independence and roles: Joyce is an independent director; only independent directors may serve on SAM’s Audit, Compensation, and Nominating/Governance Committees . Current SAM roles: Nominating/Governance Committee (Chair) and Audit Committee .
• Audit Committee financial expertise: SAM’s Board determined all four current Audit Committee members, including Joyce, are “audit committee financial experts” (SEC definition) .
• Attendance and engagement: The Board held 5 regular meetings in FY2024; each director attended at least 75% of Board and committee meetings, and all directors attended the 2024 annual meeting . The Audit Committee held 4 regular meetings in 2024; the Nominating/Governance Committee held 4 regular meetings in 2024 .
• Executive sessions and leadership: Independent directors met in executive session four times during FY2024; the Lead Director (Julio Nemeth) leads these sessions .
• Committee evolution: With the announced retirement of director Jean‑Michel Valette in May 2025, committee and chair assignments will be reset at the May 2025 meetings (affects Audit Chair vacancy) .
• Governance policy enhancements: In 2024, SAM added a formal Chairman succession protocol (recommended by Nom/Gov) and updated Corporate Governance Guidelines, including an overboarding policy .

Fixed Compensation (Non-Employee Director – FY2024)

• Director compensation schedule (adopted Feb 2023): Annual cash retainer $75,000; committee chair $20,000; committee member $10,000; Lead Director $20,000; annual equity: options ($65k) and RSUs ($65k); one‑time option and RSU awards (~$65k each) upon first-time election or appointment .
• FY2024 grants: On May 7, 2024, each non-employee director elected at that time (including Joyce) received options to purchase 568 Class A shares at a $268.20 exercise price; options are fully vested at grant; RSU grants of 243 units vest in one year .

Performance Compensation

• Performance linkage to director pay: None disclosed. Director RSUs are time-based (one-year vest), and options vest immediately; there are no performance metrics tied to director equity awards under the Director Equity Plan .
• Executive plan context (for comparison only): Company uses Depletions Growth, Net Revenue Growth (CAGR), EBIT (adjusted), and Focused Cost Savings for executive incentive programs; these do not apply to director compensation .

Other Directorships & Interlocks

Expertise & Qualifications

• Skills cited by SAM as relevant: Business strategy, managing growth, financial modeling, modern consumer recruitment/engagement, digital marketing/technology implementation, and managing/retaining diverse employee groups .
• Governance credentials: Chair of Nominating/Governance since May 2020; Audit Committee member since 2019; prior service on Compensation Committee (2019–2020) . Recognized as an “audit committee financial expert” .

Equity Ownership

Governance Assessment

• Board effectiveness and engagement: Joyce holds two high‑leverage governance roles (Nom/Gov Chair; Audit member) and is designated an Audit Committee financial expert—positive for oversight of risk, audit, and governance frameworks . Attendance thresholds were met, and committee work was active (Audit and Nom/Gov each met four times in 2024) .
• Independence and conflicts: She is expressly independent; only independent directors serve on committees . SAM reports no related‑party transactions since Jan 1, 2024 other than specified Dogfish‑related items (none involving Joyce) .
• Incentive alignment: Director equity is split between immediately‑vested options ($65k grant-date value) and one‑year RSUs ($65k), plus cash fees (her 2024 cash = $105k); approximate mix ~45% cash / ~55% equity, using grant-date values . Ownership guidelines (4x cash fee; unvested RSUs count; options excluded) promote alignment, though individual compliance status is not disclosed .
• Policy safeguards: Strong prohibitions against hedging/pledging and an updated overboarding policy enhance investor protections; no known policy violations .
• RED FLAGS: None disclosed specific to Joyce (no related‑party transactions, no attendance shortfall, no hedging/pledging, and committees limited to independent directors) .

Appendix: Reference Tables

Director Compensation (FY2024)

Director Equity Detail (FY2024 actions and holdings)

Beneficial Ownership (as of record date in 2025 proxy)

Committee Assignments (as of 2025 proxy mailing)

Policy Highlights

• Insider Trading Policy: Prohibits hedging/pledging; annual certification; no known violations .
• Director Ownership Guidelines: Target = 4x annual base director fee; counts unvested RSUs; excludes unexercised options; 4 directors at/above target; 6 below (no individual disclosure) .