BOSTON BEER CO INC 8-K

What Happened
Boston Beer Company (SAM) filed an 8‑K (Feb 17, 2026) describing leadership and compensation actions for Fiscal Year 2025 and 2026. C. James Koch reassumed the role of President & CEO effective August 15, 2025 (after Michael Spillane stepped down). The board approved Fiscal 2025 cash bonuses for Named Executive Officers (NEOs), 2026 base salary increases for most NEOs, and long‑term restricted stock unit (RSU) awards effective March 1, 2026. Koch elected to forgo cash bonuses, base salary for 2026, and long‑term equity awards.

Key Details

• Fiscal 2025 NEO cash bonuses approved (expected to be paid ~March 4, 2026):
  • Michael Spillane: $874,281
  • Diego Reynoso (CFO/Treasurer): $455,373
  • Philip A. Hodges (COO): $461,246 (prorated for role change)
  • Michael R. Crowley (Chief Sales Officer): $252,663
  • Tara L. Heath (CLO/GC): $238,112
• 2026 base salaries (effective March 2, 2026): Reynoso $662,002; Hodges $824,000; Crowley $463,500; Heath $437,750. Koch elected to forgo a 2026 base salary; Spillane is no longer eligible.
• 2026 RSU awards (granted Mar 1, 2026; number of shares based on Feb 27, 2026 closing price):
  • Diego Reynoso: $650,000 time‑based + $650,000 performance‑based
  • Michael Crowley: $250,000 + $250,000
  • Tara Heath: $250,000 + $250,000
    Time‑based portion vests 50% of grant (12.5% of total grant per year over 4 years); performance portion vests in Mar 2029 based on net revenue CAGR targets (performance scale ranges pro rata, examples: roughly -3% → partial vesting, -1% → ~100% of target, ≥4% → 200% cap). All equity awards include a double‑trigger change‑in‑control provision tied to loss of Koch/family control of Class B stock.
• Other items: Hodges was promoted from Chief Supply Chain Officer to COO effective Oct 20, 2025 (bonus target reset to 100% of base salary); Spillane’s transition agreement (Aug 1, 2025) capped his bonus to salary earned through Nov 15, 2025.

Why It Matters
These disclosures show who is leading the company and quantify near‑term cash and equity compensation that affect corporate expenses and potential share dilution. Investors get clarity on executive pay (specific bonus payouts and 2026 salary increases), the board’s incentive structure (50/50 time vs. performance RSUs), and governance protections (double‑trigger vesting tied to a change in control defined by loss of Koch‑family Class B control).