Sam Calagione
BOSTON BEER COAbout Sam Calagione
Founder and Brewer of Dogfish Head Brewery; age 55; joined Boston Beer’s Board in October 2020 as a Class B Director and serves as a non‑independent executive officer responsible for managing the Dogfish Head brand and contributing insight across all Company brands . Company performance context in FY2024: net revenue ~$2.01B (+0.2% YoY), gross margin 44.4% (+200 bps YoY), depletions -2%, GAAP net income $59.7M, and operating cash flow $248.9M; cash and equivalents ended 2024 at $211.8M . Boston Beer’s 5‑year total shareholder return index stood at 79.5 vs. 100 in 2019; the Company repurchased and retired 803,281 shares in 2024 for $238.9M and had $427.5M remaining authorization at year end .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dogfish Head Brewery | Founder and Brewer; CEO | 1995–2019 (CEO through merger) | Grew from a small brewpub to a nationally recognized brand; James Beard Award; broad industry/media recognition . |
| The Boston Beer Company | Class B Director | 2020–Present | Board member contributing brand and innovation expertise . |
| The Boston Beer Company | Executive Officer (Founder & Brewer, Dogfish Head) | 2019–Present | Oversees Dogfish Head brand; provides insight across all Company brands . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Author | Wrote five books (e.g., Brewing Up a Business; Off‑Centered Leadership; The Dogfish Head Book) | Various | Industry thought leadership and brand-building content . |
| Media Features | Featured in WSJ, USA Today, People, Forbes, Bon Appetit, etc. | Various | Elevated brand visibility and consumer engagement . |
Fixed Compensation
| Component | FY2024 | Notes |
|---|---|---|
| Base Salary | $478,404 | Employee Director compensation line item. |
| Bonus | $0 (elected to forego) | Elected not to receive bonus to allow distribution to other coworkers . |
| Other Compensation | $14,672 | Group insurance, 401(k) match, etc. . |
| Total | $493,076 |
Performance Compensation
- FY2024 executive bonus program metrics and weighting (Company-wide): Depletions Growth (50%), EBIT (30%), Focused Cost Savings (20%) . Committee-calculated achievement: Focused Cost Savings $61.6M (143%), EBIT ~$144.6M (129%), Depletions -2% (46%) → formulaic payout 90% and bonus pool funded at 95% .
- Performance RSU structure (for 2024 grants to Executive Officers): Vest based on net revenue CAGR FY2026 over FY2023 on a sliding scale (0.5%→50% vesting; 2.5%→100%; 4.5%→200%), vesting date March 1, 2027, with continued employment; time‑based RSUs vest 25% annually over four years . Sam did not receive a bonus in FY2024 and 2024 equity awards for him are not disclosed; Company policy on 2024 equity includes double‑trigger change‑in‑control provisions (if Mr. Koch/family cease control of Class B, and employment is terminated without cause or for good reason within 12 months) .
| Metric | Weighting | Target Reference | Actual FY2024 | Payout Basis |
|---|---|---|---|---|
| Depletions Growth (%) | 50% | FY2024 bonus scale | -2% → 46% achievement | Contributes to 90% formulaic payout . |
| EBIT ($M) | 30% | FY2024 bonus scale | $144.6M → 129% achievement | Contributes to 90% formulaic payout . |
| Focused Cost Savings ($M) | 20% | FY2024 bonus scale | $61.6M → 143% achievement | Contributes to 90% formulaic payout . |
| Bonus Pool Funding | — | — | — | 95% funded . |
| 2024 Perf RSU Vesting Criteria (Execs) | — | FY2026 vs FY2023 Net Revenue CAGR | Sliding scale 0.5%→50%; 2.5%→100%; 4.5%→200%; vest 3/1/2027 | Company-wide equity policy . |
Equity Ownership & Alignment
| Data Point | Value | Details |
|---|---|---|
| Total Beneficial Ownership | 338,035 shares | 14,040 directly; trusts/LLP holdings (son/daughter trusts 27,165 each; dynasty trust 99,430; family trust 102,284; limited partnership 67,951) . |
| Ownership % of Class A Outstanding | 3.7% | Percent of Class A shares outstanding . |
| Hedging/Pledging | Prohibited for Directors/Officers/Insiders; annual certification; no known violations . | |
| Director Stock Ownership Guidelines | Target ≥4× annual base salary for employee Directors; no selling until Target achieved; 4 Directors achieved, 6 not yet as of Feb 2025 . |
Employment Terms
- Employment/Role: Founder & Brewer, Dogfish Head; Executive Officer at Boston Beer (brand responsibility, cross-brand insight) . Board service since Oct 2020; Class B Director (non‑independent) .
- Non‑Compete/At‑Will: Full‑time coworkers (including executive officers) sign non‑competition agreements; coworkers employed at‑will; non‑solicit provisions apply .
- Severance/Change-of-Control: As of 12/28/2024, no severance plans for currently serving Named Executive Officers; equity change‑in‑control mechanics summarized above. Specific severance terms for Sam not disclosed .
Board Governance
- Status: Class B Director nominee; Committees: None; Non‑independent .
- Committee eligibility: Only independent directors may serve on Audit, Compensation, Nominating/Governance, or as Lead Director .
- Executive sessions: Occur at each Board meeting; portions include CEO, Chairman, Mr. Calagione, and CLO/GC; independent directors met formally in executive session four times in FY2024 .
- Attendance: FY2024 Board held five regular meetings; each Director attended ≥75% of meetings and all attended the 2024 Annual Meeting .
- Lead Independent Director: Julio N. Nemeth (Comp Committee Chair; Nom/Gov) .
Director Compensation
- Non‑Employee Director program (for reference): Annual cash retainer $75,000; annual RSUs and option awards (~$65k each grant date fair value), plus chair/member stipends; RSUs vest in 1 year; options fully vested at grant, 10‑year term . Sam is an employee Director; his FY2024 compensation is shown in Fixed Compensation above .
Related Party Transactions
- Spouse employment: Mariah Calagione received $305,195 total compensation in 2024 (base $235,099; bonus $50,000 paid March 2025); eligible for standard coworker benefits; no equity awards .
- Leases with Red Wagon LLC (owned by Mr. and Ms. Calagione): Two Rehoboth Beach premises; leases commenced 7/1/2019, expire 6/30/2029; combined monthly rent $31,947; Company paid $332,222 in 2024; approved by Audit Committee and Board; stated as fair market value .
Compensation Peer Group (Benchmarking)
Boston Beer’s peer group (updated and reaffirmed in 2023) includes: Acushnet, Beyond Meat, Brown‑Forman, Cabot, Church & Dwight, Columbia Sportswear, Crocs, Deckers, Flower Foods, Hasbro, Hostess Brands, iRobot, Lancaster Colony, National Beverage, Tilray Brands, Vector Group, YETI Holdings . FW Cook serves as independent consultant; assessed competitive compensation; no conflicts disclosed .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑Pay approval: 94.4% at 2024 Annual Meeting; CEO pay discussed with stockholders .
- Engagement topics: Dual‑class structure and voting standards (no current plans to sunset/change), succession planning (protocol added Dec 2024), ESG reporting and goals; executive compensation structure broadly supported with ongoing input .
Company Performance & Operating Context (FY2024)
| Metric | FY2023 | FY2024 |
|---|---|---|
| Net Revenue ($000s) | $2,008,625 | $2,012,926 |
| Barrels Sold (000s) | 7,678 | 7,493 |
| Gross Margin (%) | 42.4% | 44.4% |
| Operating Income ($000s) | $100,001 | $75,973 |
| Net Income ($000s) | $76,250 | $59,695 |
| Operating Cash Flow ($000s) | $265,200 | $248,900 |
| Cash & Equivalents ($000s, YE) | $298,500 | $211,800 |
Investment Implications
- Alignment: Strong “skin‑in‑the‑game”—Sam’s 338k share beneficial ownership (3.7% of Class A) aligns incentives; Company bans hedging/pledging and enforces annual certifications, reducing misalignment risk . Fixed‑heavy compensation (no FY2024 bonus) suggests limited direct pay‑for‑performance linkage for Sam personally; Company‑wide incentive architecture still ties variable pay to depletions, EBIT, cost savings, and revenue CAGR via RSUs .
- Retention: Post‑Feb 16, 2024 equity grants include a “retirement provision” allowing continued vesting if age ≥60 and ≥15 years service (Sam is 55), supporting long‑term retention across executives; no severance plans for current NEOs; change‑in‑control equity protections are double‑trigger, limiting windfall risk .
- Governance & Risk Signals: Dual‑class control (Class B held by Jim Koch) and Sam’s non‑independent board status limit committee participation but preserve founder influence; independent committees and Lead Director oversight provide counterbalance; executive sessions include Sam alongside Chairman/CEO components, warrant continued monitoring of independence dynamics . Related‑party leases and spouse employment are transparent and Audit‑approved at stated fair value; continued disclosure reduces conflict risk perception .
- Trading Signals: Consistent buybacks ($238.9M in 2024) and robust cash generation indicate capital return discipline; FY2024 margin expansion and focus on procurement/supply chain efficiencies improved profitability against softer volumes, but category headwinds (depletions -2%) persist; Sun Cruiser growth and targeted brand support are strategic levers to offset Twisted Tea/Truly softness .