Michael Crowley
BOSTON BEER COAbout Michael Crowley
Michael R. Crowley, 56, is Chief Sales Officer at The Boston Beer Company (SAM), appointed in January 2024 after nearly three decades in senior sales leadership at the company (Regional Sales Manager 1996–2011, Senior National Account Manager 2011–2014, Atlantic Division Senior Sales Director 2014–2023) . Education is not disclosed in the proxy filings reviewed. Company performance metrics relevant to his incentives include 2024 net revenue up 0.2% to ~$2.01B , and EBITDA improved to ~$246M in 2024 from ~$210M in 2023 and ~$207M in 2022 (values retrieved from S&P Global).*
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Boston Beer Company | Chief Sales Officer | 2024–present | Leads national sales force execution across diversified “beyond beer” portfolio |
| The Boston Beer Company | Atlantic Division Senior Sales Director | 2014–2023 | Drove regional execution and brand availability/awareness |
| The Boston Beer Company | Senior National Account Manager | 2011–2014 | Managed national accounts and key on/off-premise relationships |
| The Boston Beer Company | Regional Sales Manager (NY/NJ) | 1996–2011 | Built foundational distributor and retailer relationships in key markets |
External Roles
No external directorships or public company roles disclosed for Crowley in the proxy filings reviewed .
Fixed Compensation
| Component | FY 2022 | FY 2023 | FY 2024 | FY 2025 (approved) |
|---|---|---|---|---|
| Base Salary ($) | $294,526 | $320,345 | $415,000 target; $414,039 earned | $450,000 (effective Mar 2, 2025) |
| Target Bonus (% of Base) | Not disclosed | Not disclosed | 50% | 60% |
| Actual Bonus ($) | $77,000 | $154,000 | $196,668 (paid Mar 2025) | N/A |
Performance Compensation
Annual Cash Bonus – Metrics, Weighting, Results (FY 2024)
| Metric | Weight | Target Framework | Actual Performance | Scale Achievement | Notes |
|---|---|---|---|---|---|
| Depletions Growth (YoY) | 50% | -4%→0%→4% maps to 0%→100%→250% | -2% | 46% | Company-wide |
| EBIT (Operating Income, adjusted) ($mm) | 30% | $100→$138→$180 maps to 0%→100%→250% | ~$144.6 | 129% | Excludes 2024 impairment and contract settlement |
| Focused Cost Savings ($mm) | 20% | $33→$53→$78 maps to 0%→100%→250% | $61.6 | 143% | Company-wide |
| Company Bonus Scale Result | — | — | — | 90% (pool funded at 95%) | Applied to individual bonus outcomes |
Crowley’s 2024 bonus: $196,668 (based on 50% target and 95% pool funding, with Committee discretion) .
Equity Awards – RSUs (Grants effective March 1, 2024)
| Award Type | Shares | Grant-Date Fair Value ($) | Vesting Schedule | Performance Criteria |
|---|---|---|---|---|
| Time-Based RSUs | 674 | $207,686 | 25% annually, first vest Mar 1, 2025; last Mar 1, 2028 | None |
| Performance-Based RSUs | 674 | $207,686 | Vest on Mar 1, 2027, subject to performance | Net revenue CAGR FY2026 over FY2023: <0.5%=0%; 0.5%=50%; 2.5%=100%; ≥4.5%=200% (linear interpolation between points) |
Equity Awards – 2025 Program (Approved Feb 6–8, 2025)
| Component | Value ($) | Instrument | Vesting | Key Performance Terms |
|---|---|---|---|---|
| Annual RSUs (Time-Based) | $500,000 | RSU | 25% per year over 4 years; 1st vest Mar 1, 2026; last Mar 1, 2029 | None |
| Annual RSUs (Performance-Based) | $500,000 | RSU | Payout assessed prior to Mar 1, 2028; employment on Mar 1, 2028 required | Net revenue CAGR FY2027 over FY2024: down >3%=0%; down <3%=50%; flat=100%; ≥+3%=200% (linear scale) |
| Special Performance RSU | $1,000,000 | RSU | If met: 50% immediate vest at determination; 25% next Mar 1; 25% following Mar 1 (latest by Mar 1, 2027) | Achieve positive depletions growth on any rolling 3-quarter period vs prior year between Oct 2025 initial review and Apr 2027 final review |
Change-in-control for 2024–2025 grants: double-trigger immediate vesting if employment is terminated without cause/for good reason within 12 months of a “Change in Control” (loss of Class B control by the Koch family) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 10,947 shares; represents less than 1% of Class A outstanding |
| Composition | Includes 9,757 unvested RSUs |
| Options | No options listed for Crowley in outstanding awards; RSUs only |
| 2024 vesting realized | 377 RSUs vested; $114,481 value |
| Hedging/Pledging | Prohibited for Directors, Officers, and Insiders; annual certification required |
| Ownership guidelines | Director stock ownership guidelines apply; no specific executive ownership guideline disclosed beyond Chairman/CEO references |
Employment Terms
- Non-compete: NEOs are required to enter into non-competition agreements; employment generally at-will for non-CBA coworkers .
- Severance: No employment agreements, severance arrangements, or change-in-control cash plans for currently serving NEOs as of Dec 28, 2024 .
- Change-in-control (equity): Double-trigger for grants from 2016–2024; immediate vesting if terminated without cause/for good reason within 12 months following CoC (CoC defined by loss of Class B control by Koch family) .
- Retirement provision: For awards granted on/after Feb 16, 2024, continued vesting post-retirement if age ≥60, ≥15 years service, ≥6 months notice, and compliance with surviving covenants .
Compensation Structure vs Performance Metrics
| Program Element | Metric(s) | Weighting/Structure | Application to Crowley |
|---|---|---|---|
| Annual Bonus | Depletions Growth; EBIT; Focused Cost Savings | 50% / 30% / 20% (Bonus Scale 0–250%) | 2024 payout $196,668; company result 90%; pool funded 95% |
| Performance RSUs (2024) | Net revenue CAGR FY2026 vs FY2023 | 0.5%=50%; 2.5%=100%; ≥4.5%=200%; linear interpolation; cliff vest Mar 1, 2027 | 674 target RSUs |
| Performance RSUs (2025) | Net revenue CAGR FY2027 vs FY2024 | Down >3%=0%; down <3%=50%; flat=100%; ≥+3%=200%; cliff vest Mar 1, 2028 | $500k target value |
| Special RSU (2025) | Positive 3-quarter rolling depletions vs prior year | Quarterly checks Oct 2025 onward; if achieved, 50% immediate, 25% next Mar 1, 25% following Mar 1 | $1,000,000 value |
Multi-Year Compensation Summary (Crowley)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | $294,526 | $320,345 | $414,039 |
| Bonus ($) | $77,000 | $154,000 | $196,668 |
| Restricted Stock Awards ($) | $150,243 | $225,091 | $415,373 |
| All Other Compensation ($) | $19,356 | $18,305 | $19,582 |
| Total ($) | $541,125 | $717,741 | $1,045,661 |
Company Performance Context – Revenues and EBITDA
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | $2,090,334,000* | $2,008,625,000* | $2,012,926,000* |
| EBITDA ($) | $207,408,000* | $209,964,000* | $245,785,000* |
Values retrieved from S&P Global.*
Supplemental disclosures: FY 2024 net revenue ~$2.01B (+0.2% YoY); depletions -2%; gross margin 44.4% (+200 bps YoY) .
Compensation Peer Group (Benchmarking)
| Peer Companies (as approved, reaffirmed Oct 2023) |
|---|
| Acushnet Company; Beyond Meat, Inc.; Brown-Forman Corporation; Cabot Corporation; Church & Dwight Co., Inc.; Columbia Sportswear Co.; Crocs, Inc.; Deckers Outdoor Corporation; Flower Foods Inc.; Hasbro, Inc.; Hostess Brands Inc.; iRobot Corporation; Lancaster Colony Corp.; National Beverage Corp.; Tilray Brands, Inc.; Vector Group Ltd.; YETI Holdings, Inc. |
Target percentile for benchmarking not explicitly disclosed; FW Cook retained as independent consultant; Committee assessed independence and conflicts (none) .
Say-On-Pay & Shareholder Feedback
- 2024 Say-on-Pay received 94.4% favorable votes; CEO compensation discussed with investors; ongoing engagement each April/October with top holders .
- Dual-class structure and voting standards recurrent topics; Board has no current plans to sunset dual-class or change plurality voting .
Risk Indicators & Governance
- Clawback policy updated Oct 2, 2023; recovery required upon restatements regardless of misconduct; no recoveries to date .
- Hedging and pledging of company stock prohibited for Directors/Officers/Insiders; annual certifications; no known violations .
- No material related party transactions since Jan 1, 2024 (legacy leases with Calagione family disclosed and approved at arm’s length) .
- No severance protections for NEOs; equity-only double-trigger CoC; non-compete in place .
Investment Implications
- High alignment to operational KPIs: Crowley’s variable pay is tightly linked to depletions, EBIT, cost savings, and multi-year net revenue CAGR RSUs—improving EBITDA in 2024 and focus on depletions/advertising in 2025 should support incentive realization .
- Vesting/selling pressure: Regular RSU vesting (25% annually) and Special RSU with potential near-term vesting upon depletions inflection could add episodic sell-side supply; however, hedging/pledging bans and blackout windows mitigate risk .
- Retention risk moderate: No severance plan and at-will status create theoretical turnover risk, partly offset by meaningful ongoing equity incentives (2025 RSU + Special RSU values) .
- Governance signals: Strong say-on-pay outcomes and robust clawback/anti-hedging policies reduce governance red flags; dual-class structure persists and remains a focal point for some investors .