Philip Hodges
BOSTON BEER COAbout Philip Hodges
Philip A. Hodges, age 58, is Chief Operating Officer (COO) of The Boston Beer Company (NYSE: SAM), appointed on October 20, 2025 after serving as Chief Supply Chain Officer (CSCO) since May 2023 and an advisor since May 2022 . He brings 30+ years of CPG leadership across Carlsberg (EVP Group Supply Chain), SABMiller (Group Director & CSCO), Mondelez (SVP Integrated Supply Chain Europe), and Kraft Foods International (including CFO roles) . Company performance during his CSCO tenure featured gross margin expansion and improved service/efficiency in breweries and procurement; FY2024 results included net revenue +0.2% to ~$2.01B, gross margin 44.4% (+200 bps), EBIT ~$144.6M, focused cost savings $61.6M, and depletions -2%, forming the basis of executive bonus funding at 95% for FY2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Boston Beer Company | Chief Operating Officer | 2025–present | Oversees day-to-day operations and margin enhancement initiatives; reports to CEO C. James Koch . |
| The Boston Beer Company | Chief Supply Chain Officer | 2023–2025 | Delivered improved service levels and efficiency; contributed to strong gross margin expansion . |
| Carlsberg Group | EVP, Group Supply Chain | 2017–2022 | Led global supply chain operations and strategy . |
| SABMiller | Group Director & Chief Supply Chain Officer | 2015 | Led group supply chain transformation . |
| Mondelez International | SVP, Integrated Supply Chain Europe | 2011–2015 | Managed European supply chain operations from Zurich . |
| Kraft Foods Group / Kraft Foods International | Senior operations roles incl. CFO | 1991–2011 | Finance and operations leadership in global CPG . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | None disclosed | — | No external directorships disclosed in SAM filings for Hodges . |
Fixed Compensation
| Year | Role | Base Salary ($) | Target Bonus (%) | Target Bonus ($) | Max Bonus ($) | Actual Bonus ($) | Notes |
|---|---|---|---|---|---|---|---|
| 2025 | COO | 800,000 | 100% of Bonus Eligible Salary | — | — | — | Bonus linked to 2025 Company Goals; prorated for time in CSCO and COO roles . |
| 2023 | CSCO | — | — | 369,000 | 922,500 | — | Plan-based annual incentive target and maximum set for FY2023 . |
| 2023 | Advisor (Jan–May) then CSCO (from May 22, 2023) | — | — | — | — | — | Consulting fees prior to hiring totaled $645,500 in 2023 . |
Performance Compensation
Company Cash Bonus Structure and FY2024 Outcomes (context for executive bonus funding)
| Metric | Weighting | Target (100% payout) | Actual FY2024 | Bonus Scale Payout (%) |
|---|---|---|---|---|
| Depletions Growth | 50% | > 0% | -2% | 46% |
| EBIT (Operating Income, adjusted) | 30% | $138M | ~$144.6M | 129% |
| Focused Cost Savings | 20% | $53M | $61.6M | 143% |
- FY2024 formulaic achievement: 90% on the Bonus Scale; bonus pool funded at 95% .
Hodges’ Equity Awards and Performance Conditions
| Grant Type | Grant Date | Shares | Exercise Price | Grant Date Fair Value ($) | Vesting Schedule | Performance Metrics |
|---|---|---|---|---|---|---|
| Non-Qualified Stock Option (time-based) | May 24, 2023 | 13,276 | $330.68 | 2,000,114 | 25% vests on Mar 1, 2024; 25% on Mar 1, 2025; 25% on Mar 1, 2026; remaining 25% on Mar 1, 2027, contingent on continued employment through Dec 31, 2026 . | Time-based retention . |
| Non-Qualified Stock Option (performance-based) | May 24, 2023 | 6,348 | $330.68 | 1,000,003 | Contingent vesting per performance criteria . | Adjusted gross margin and supply chain coworker engagement “Net Promoter Score” (NPS) . |
| RSU (time-based) | May 24, 2023 | 6,094 | — | 2,000,283 | 25% vests on Mar 1 in 2024–2026; remaining 25% on Mar 1, 2027 (employment conditions apply) . | Time-based retention . |
| RSU (performance-based) | May 24, 2023 | 9,073 | — | 2,999,352 | Contingent vesting per performance criteria . | Adjusted gross margin and supply chain NPS . |
| LTE Award – Option (time-based) | Oct 28, 2025 (Grant Date) | Number determined by market price | Closing price day prior | ~9,000,000 | 1/3 vests Jan 1, 2026; 1/3 Jan 1, 2027; 1/3 Jan 1, 2028; terminates Oct 27, 2035 or 3 years post-employment . | Time-based retention; in lieu of annual LTE program . |
| LTE Award – RSU (time-based) | Oct 28, 2025 (Grant Date) | Number determined by market price | — | ~3,000,000 | 1/3 vests Jan 1, 2026; 1/3 Jan 1, 2027; 1/3 Jan 1, 2028 . | Time-based retention; in lieu of annual LTE program . |
Equity Ownership & Alignment
| As-of Date | Unvested Time-Based RSUs (#) | Market Value ($) | Unvested Performance RSUs (#) | Market Value ($) | Unexercised Performance Options (#) | Option Exercise Price ($) |
|---|---|---|---|---|---|---|
| FY2023 year-end | 6,049 | 2,090,474 | 9,073 | 3,135,538 | 6,348 | 330.68 |
| Scenario (as of Dec 30, 2023) | Options Immediately Vest (#) | RSUs Immediately Vest (#) | Hypothetical Gross Income ($) |
|---|---|---|---|
| Death, disability, or Qualified Termination | 19,624 | 15,122 | 5,518,606 (Options: 292,594; RSUs: 5,226,012) |
- Hedging and pledging of Boston Beer stock are prohibited for Directors, Executive Officers, and Insiders; trading restrictions and window periods apply .
- Stock ownership guidelines are formalized for Directors and robust guidelines apply to Chairman/CEO; executives may also participate in the Investment Share Program (ISP) to encourage ownership .
Employment Terms
- At-will employment; either party may terminate at any time; acceptance acknowledged by Hodges in Offer Letter .
- Non-compete agreements required for Executive Officers; all non-CBA coworkers are at-will .
- O-1 Visa contingency: Partial accelerated vesting of Option and RSU if visa is revoked for reasons other than Hodges’ actions/omissions and employment is terminated as a result .
- Change-in-control: Partial accelerated vesting if a Change in Control results in elimination of the COO role without cause; broader EEIP awards generally include double-trigger acceleration with termination without cause or for good reason within 12 months of a Change in Control (defined by control of Class B shares) .
- Clawback policy: Amended Oct 2, 2023; company must promptly recover excess incentive compensation following an accounting restatement, regardless of misconduct .
Investment Implications
- Compensation alignment: 2025 equity package is entirely time-based (options and RSUs) vesting across 2026–2028, emphasizing retention and operational execution rather than near-term performance hurdles; earlier 2023 grants included performance conditions tied to adjusted gross margin and supply chain NPS, aligning Hodges with margin and engagement outcomes .
- Vesting calendar and potential selling pressure: Significant vest dates on Jan 1 of 2026–2028 for 2025 awards and March 1 in 2025–2027 for 2023 awards may concentrate insider selling windows, though company policy restricts trading windows and bans hedging/pledging .
- Retention risk mitigants: At-will status is balanced by substantial time-based equity, partial acceleration protections (visa/CIC context), and prior special LTE awards—in aggregate signaling a high-retention posture for a COO tasked with margin enhancement and operational execution .
- Pay-for-performance context: Company’s bonus framework (depletions, EBIT, focused cost savings) and FY2024 achievement (90% scale, 95% funding) support structured incentive alignment; gross margin expansion cited during Hodges’ CSCO tenure strengthens the case for operational value creation .
Note on insider transactions: Attempted retrieval of recent Form 4 data via insider-trades skill failed due to API authorization (401). Relying on proxy and 8-K disclosures; no pledging permitted per policy [ReadFile insider-trades SKILL.md] .