Business Context and Reporting Period
This Form 8-K, filed on February 17, 2026, reports on events occurring on February 12, 2026, for The Boston Beer Company, Inc. (NYSE: SAM). The filing details the Board of Directors' and Compensation Committee's approval of executive compensation for the fiscal year ended December 27, 2025, and the establishment of compensation targets for the fiscal year ending December 26, 2026.
Key Financial Metrics and Compensation Data
The filing does not provide company-wide revenue, profit, cash flow, or debt metrics. It focuses exclusively on executive compensation figures.
Fiscal Year 2025 Approved Cash Bonuses
- Michael Spillane (Former CEO): $874,281
- Diego Reynoso (CFO): $455,373
- Philip A. Hodges (COO): $461,246
- Michael R. Crowley (Chief Sales Officer): $252,663
- Tara L. Heath (General Counsel): $238,112
Note: C. James Koch (Chairman/CEO) elected to forgo his 2025 cash bonus.
Fiscal Year 2026 Base Salary Adjustments (Effective March 2, 2026)
- Diego Reynoso: $662,002 (3% increase)
- Philip A. Hodges: $824,000 (3% increase)
- Michael R. Crowley: $463,500 (3% increase)
- Tara L. Heath: $437,750 (3% increase)
Note: C. James Koch elected to forgo a base salary for 2026. Michael Spillane is no longer eligible for a base salary.
Fiscal Year 2026 Long-Term Equity Awards (Effective March 1, 2026)
Awards consist of Restricted Stock Units (RSUs) split 50% time-based and 50% performance-based.
| Executive | Time-Based Value | Performance-Based Value |
|---|---|---|
| Diego Reynoso | $650,000 | $650,000 |
| Michael R. Crowley | $250,000 | $250,000 |
| Tara L. Heath | $250,000 | $250,000 |
Note: C. James Koch and Philip A. Hodges did not receive 2026 equity awards. Michael Spillane is ineligible.
Material Changes and Performance Metrics
The filing outlines the performance metrics used to determine the 2025 bonuses and the targets set for 2026. The filing text does not provide the specific numerical results for the 2025 Company Goals (Depletions, EBIT, Cost Savings) that triggered the bonus payouts, only that the Board finalized the determination on February 12, 2026.
2025 Performance Goal Weights
- Depletions Growth: 50% weight
- EBIT Targets: 30% weight
- Cost Savings: 20% weight
2026 Performance Goal Weights
- Depletions Targets (vs. 2025): 50% weight
- EBIT Targets: 30% weight
- Cost Savings: 20% weight
Executive Changes: Michael Spillane stepped down as President and CEO effective August 15, 2025. C. James Koch reassumed the role of President and CEO. Philip A. Hodges was promoted to Chief Operating Officer effective October 20, 2025.
Guidance, Outlook, and Risks
Equity Vesting Conditions: The performance-based RSUs granted in 2026 vest based on the Company's Compounded Annual Growth Rate (CAGR) for net revenue growth in Fiscal Year 2028 compared to Fiscal Year 2025. Vesting occurs on a sliding scale:
- CAGR < -3%: 0% vesting
- CAGR = -3%: 50% vesting
- CAGR = -1%: 100% vesting
- CAGR ≥ 4%: 200% vesting (capped)
Change in Control: Awards include a double-trigger acceleration clause if a Change in Control (defined as the Koch family losing majority control of Class B Stock) occurs and the executive is terminated without cause or for good reason within 12 months.
Discretionary Adjustments: The Board retains discretion to adjust individual bonuses by up to +30% for "exceptional" performance or down to $0 for "unsatisfactory" performance.
Investor Verification Checklist
- Verify the specific 2025 Depletions, EBIT, and Cost Savings results to understand the basis for the approved bonus pool.
- Confirm the closing stock price on February 27, 2026, to calculate the exact number of RSU shares granted.
- Monitor the 2026 bonus payout determination scheduled for before March 1, 2027.
- Review the definition of "Change in Control" regarding Class B Stock ownership to assess M&A risks.
- Track the net revenue CAGR performance between 2025 and 2028 for the 2026 equity awards.