Tara Heath
BOSTON BEER COAbout Tara Heath
Tara L. Heath, 50, is Chief Legal Officer & General Counsel at The Boston Beer Company (SAM), appointed in May 2022 after joining the company in 1997 and progressing through regulatory and legal leadership roles . As GC, she oversees insider trading compliance and is designated Compliance Officer in the FY2024 10-K, including control of insider trading windows, 10b5-1 cooling-off periods, and maintaining the insider list . Company performance context during her tenure: Q3 2025 net revenue fell 11.2% year-over-year to $537.5m but operating income rose 35.4% and net income rose 37.7% ; for the first 39 weeks of 2025, net revenue decreased 1.9% to $1.579b while net income increased 33.1% to $131.0m .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Boston Beer Company | Chief Legal Officer & General Counsel | 2022–present | Oversees legal, governance, compliance; manages insider trading policy and compliance function |
| The Boston Beer Company | Vice President, Legal & Deputy General Counsel | 2016–2022 | Led legal operations; supported executive compensation/governance processes |
| The Boston Beer Company | Senior Corporate Counsel, Director of Regulatory Affairs | 2013–2016 | Directed alcohol regulatory affairs and compliance |
| The Boston Beer Company | Senior Manager & Attorney for Regulatory Affairs | 2009–2013 | Managed regulatory compliance across product portfolio |
External Roles
No external directorships or public company roles disclosed for Heath in the latest proxies .
Fixed Compensation
Not disclosed specifically for Heath (she was not a Named Executive Officer (NEO) in FY2024) . Company program parameters for Executive Officers:
- Target bonus opportunities for Executive Officers (not CEO/Chairman) ranged between 50% and 100% of base salary in FY2024, with payouts determined by a 0–250% bonus scale .
- The FY2024 bonus pool was funded at 95% after the Compensation Committee determined 90% achievement on the company bonus scale; NEO bonuses were paid in March 2025 .
Performance Compensation
Cash Incentive Program (Company-Level Design)
| Metric | Weight | Target Definition | Actual FY2024 Achievement | Payout Scale Basis |
|---|---|---|---|---|
| Depletions growth vs 2023 | 50% | Pre-set depletions targets | Included in 90% overall achievement | 0–250% scale; pool funded at 95% |
| EBIT | 30% | EBIT targets | Included in 90% overall achievement | 0–250% scale; pool funded at 95% |
| Focused cost savings | 20% | Cost savings targets (renamed from resource efficiencies) | Included in 90% overall achievement | 0–250% scale; pool funded at 95% |
Note: Heath’s individual bonus details are not disclosed; NEO outcomes are shown in the proxy .
Performance-Based RSUs (Executive Officers Program)
| Performance Metric | Assessment Period | Vesting Date | Payout Thresholds | Payout % of Target | Vesting Condition |
|---|---|---|---|---|---|
| Net Revenue CAGR (FY2026 over FY2023) | FY2023 to FY2026 | March 1, 2027 | <0.5% | 0% vests | Committee determines achievement; employment on vesting date required |
| 0.5% | — | — | 50% | 50% of target shares vest | |
| 2.5% | — | — | 100% | 100% of target shares vest | |
| ≥4.5% | — | — | 200% | 200% of target shares vest (cap) |
In 2024 the company shifted annual executive awards from options to performance-based RSUs to improve retention certainty while maintaining performance alignment; options remain discretionary for specific cases (e.g., hires) .
Equity Ownership & Alignment
| Policy/Program | Terms | Alignment Signal |
|---|---|---|
| Hedging & Pledging Ban | Directors, Executive Officers, and Insiders are prohibited from hedging or pledging Boston Beer stock; also banned short sales, options trading, margin accounts; annual certification required | High alignment; reduces misaligned risk-taking and leverage red flags |
| Insider Trading Windows | Compliance Officer (Heath) maintains open trading windows; blackout periods apply; Rule 10b5-1 cooling-off: 90 days for Insiders after plan adoption/modification and post-filing condition | Structured trading mitigates “pressure selling” risk |
| Director Stock Ownership Guidelines | Target ownership equal to 4x salary (employee Directors) or 4x cash Director fee (non-employee Directors); sales restricted until target achieved | Strong governance for directors; executive officer guidelines emphasized for CEO/Chairman |
| Investment Share Program (ISP) | Executive Officers (other than Chairman & CEO) may purchase Class A shares annually up to 10% of prior-year salary+bonus, max $17,500; discount up to 40% after four years; vest 20% per year over five years | Encourages “skin-in-the-game” and retention via vesting |
Beneficial ownership table in the 2025 proxy lists Directors and FY2024 NEOs, not Heath; her specific holdings are not disclosed there .
Employment Terms
| Topic | Terms | Notes |
|---|---|---|
| Severance & Change-of-Control (COC) | No severance/change-in-control cash plans for currently serving NEOs; equity awards include double-trigger COC acceleration (exercisable/vest if termination without cause or for good reason within 12 months of COC defined by loss of Koch family control of Class B) | Company-wide equity acceleration under EEIP; applies to Executive Officers including Heath’s cohort |
| Retirement Provision (equity awards granted ≥ Feb 16, 2024) | Post-retirement vesting continues if coworker is age ≥60, service ≥15 years, 6 months’ notice, and reaffirms surviving covenants | Heath’s tenure threshold met; age threshold not yet met (50) |
| Employment Agreements & Restrictive Covenants | Executive Officer offers commonly require an employment agreement with non-compete; example terms include at-will status and a $10,000 non-compete consideration if enforced upon termination (illustrative CFO offer) | Heath-specific contract terms not disclosed; ISP eligibility requires an employment agreement |
| Governance Role | GC attends portions of Board executive sessions (with CEO, Chairman, Calagione) and supports reporting to leadership; four formal independent sessions in FY2023 | Enhances information flow and governance rigor |
Company Performance Context
Q3 performance (older to newer):
| Metric | Q3 2024 | Q3 2025 |
|---|---|---|
| Net revenue ($USD thousands) | $605,477 | $537,494 |
| Gross profit ($USD thousands) | $280,241 | $273,117 |
| Operating income ($USD thousands) | $45,833 | $62,049 |
| Net income ($USD thousands) | $33,514 | $46,155 |
Year-to-date (39 weeks) performance (older to newer):
| Metric | 39 Weeks 2024 | 39 Weeks 2025 |
|---|---|---|
| Net revenue ($USD thousands) | $1,610,627 | $1,579,310 |
| Gross profit ($USD thousands) | $733,047 | $784,898 |
| Operating income ($USD thousands) | $132,002 | $177,895 |
| Net income ($USD thousands) | $98,450 | $131,000 |
Qualitative brand execution context during FY2024–FY2025 (for incentive relevance):
- Management emphasized reaccelerating Twisted Tea via innovation and expanded distribution, and stabilizing/growing Truly via assortment simplification and marketing; noted cultural relevance initiatives and on-premise opportunities .
Investment Implications
- Compensation alignment: Executive cash incentives tied to depletions, EBIT, and cost savings with clear weights and scale; performance RSUs linked to multi-year net revenue CAGR with capped upside and strict thresholds, supporting pay-for-performance and discouraging windfalls .
- Retention risk: Shift from options to performance RSUs for annual awards improves certainty and retention; retirement provision offers continued vesting for long-tenured executives meeting age criteria; Heath’s long tenure is positive, though age threshold not yet met .
- Trading signals: Robust insider trading controls under Heath’s compliance remit, including hedging/pledging ban and 10b5-1 cooling-off periods, reduce red-flag activity and opportunistic trading risk .
- Change-of-control economics: Double-trigger equity acceleration, but no company-wide severance plans for NEOs; equity-centric COC exposure implies sensitivity of executive wealth to stock performance and governance outcomes .
- Execution backdrop: Despite YoY net revenue pressure, operating income and net income trends improved in FY2025 YTD, aligning incentives around profitable growth; brand-specific challenges (Truly) and opportunities (Twisted Tea) remain central to performance payouts .
Data gaps: Heath’s individual salary, target bonus, bonus payout, grant sizes, vesting schedules, and personal ownership (vested/unvested, pledged, 10b5-1 usage) are not disclosed in the latest proxy/filings; analysis reflects program design and governance policies applicable to Executive Officers rather than Heath-specific outcomes .