Item 5.02. Departure of Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
As reported in a Current Report on Form 8-K filed by The Boston Beer Company,
Inc. (the "Company") on February 15, 2022, the Compensation Committee (the
"Committee") of the Company's Board of Directors, at its meeting on February 9,
2022, approved fiscal year 2022 cash bonus opportunity parameters (the "2022
Cash Bonus Plan") for the Company's executive officers, including the Company's
"named executive officers" or "NEOs." These parameters included: (1)
company-wide goals for the fiscal year ending December 31, 2022 (the "2022
Company Goals"); (2) the 2022 bonus target for certain executive officers,
including the Company's NEOs, as a percentage of their base salary (the "2022
Bonus Targets"); and (3) a bonus funding scale (the "2022 Bonus Scale") ranging
from 0% to 250% for determining bonus payouts as a percentage of each executive
officer's respective 2022 Bonus Target, based on the Committee's determination
of the Company's achievement of the 2022 Company Goals. The 2022 Company Goals
consist of achieving: (1) certain depletions targets over 2021, which are
weighted as 60% of the goals; (2) certain earnings before interest and taxes
("EBIT") targets, which are weighted as 20% of the goals; and (3) the generation
of certain resource efficiency (cost savings) targets, which are weighted as 20%
of the goals.
The Committee recently undertook a review of the 2022 Cash Bonus Plan and
determined that most of the parameters established in February 2022, including
the 2022 Bonus Targets, the 0% to 250% bonus funding range, the depletions,
EBIT, and resource efficiency performance components to be measured as 2022
Company Goals, and the relative weightings of such components, remained
appropriate. However, the Committee also recognized a disconnect between the
performance metrics associated with the mid-range of the 2022 Bonus Scale based
on the 2022 Company Goals, as approved at its February 9, 2022 meeting, and the
Company's current full-year 2022 outlook and financial plan. The Committee
considered this discrepancy and determined that adjustments to the specific
performance target metrics underlying the 2022 Bonus Scale would be appropriate
to maintain the retention and performance objectives of the 2022 Cash Bonus Plan
for certain executive officers. Accordingly, on July 22, 2022, the Committee
approved a revised 2022 Bonus Scale (the "Revised Bonus Scale") to align it more
closely with the current 2022 Company Goals.
The Revised Bonus Scale will be used in the Committee's determination of 2022
cash bonus payouts for the Company's NEOs and other executive officers other
than David A. Burwick, the Company's President and Chief Executive Officer, C.
James Koch, the Company's Chairman, and Samuel A. Calagione, III, the Founder
and Brewer of Dogfish Head Brewery. The 2022 Bonus Scale as approved on February
9, 2022 will continue to be used in the Committee's determination of 2022 cash
bonus payouts for Mr. Burwick, Mr. Koch, and Mr. Calagione, each of whom is also
serving as a Class B Director.
As reported in the Company's Form 8-K filed on February 15, 2022, the 2022 bonus
payout of each NEO will be determined by the Compensation Committee before March
1, 2023, using the same three-step process that was used to determine prior year
bonuses.
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THE BOSTON BEER COMPANY, INC. 
